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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period from ______________ to_______________

Commission file number: 001-40761

BIOTRICITY INC.

(Exact name of registrant as specified in its charter)

Nevada

30-0983531

State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

203 Redwood Shores Parkway, Suite 600

Redwood City, California 94065

(Address of principal executive offices)

(800) 590-4155

(Registrant’s Telephone Number, Including Area Code)

Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act).

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act: None

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 27,797,711 shares of Common Stock, $0.001 par value, at November 13, 2025. As at that same date, the Company also has 160,672 Exchangeable Shares outstanding that convert directly into common shares, which when combined with its Common Stock produce an amount equivalent to 27,958,383 outstanding voting securities.

BIOTRICITY INC.

Part I – Financial Information

Item 1 – Condensed Consolidated Interim Financial Statements	3
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	52
Item 4 – Controls and Procedures	53

Part II – Other Information	54

Item 1 – Legal Proceedings	54
Item 1A – Risk Factors	54
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 3 – Defaults Upon Senior Securities	54
Item 4 – Mine Safety Disclosures	54
Item 5 – Other Information	54
Item 6 – Exhibits	54
Signatures	55

PART 1

FINANCIAL INFORMATION

Item 1 – Condensed Consolidated Interim Financial Statements

Condensed Consolidated Interim Balance Sheets at September 30, 2025 (unaudited) and March 31, 2025 (audited)	4

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the three and six months ended September 30, 2025 and 2024 (unaudited)	5

Condensed Consolidated Interim Statements of Mezzanine Equity and Stockholders’ Deficiency for the three and six months ended September 30, 2025 and 2024 (unaudited)	6

Condensed Consolidated Interim Statements of Cash Flows for the three and six months ended September 30, 2025 and 2024 (unaudited)	8

Notes to the Condensed Consolidated Interim Financial Statements	9

BIOTRICITY INC.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

AS OF SEPTEMBER 30, 2025 (unaudited) AND MARCH 31, 2025 (audited)

(Expressed in US Dollars, unless otherwise noted)

	As at September 30, 2025			As at March 31, 2025
	$			$
CURRENT ASSETS
Cash		308,460			365,145
Accounts receivable, net		2,099,065			1,658,772
Inventory [Note 3]		2,256,289			1,555,385
Deposits and other receivables		872,420			1,059,990
Total current assets		5,536,234			4,639,292

Deposits and other receivables [Note 12]		109,297			109,297
Long-term accounts receivable		83,939			70,713
Property and equipment [Note 13]		6,622			9,599
Operating right of use assets [Note 12]		586,680			812,053
TOTAL ASSETS		6,322,772			5,640,954

CURRENT LIABILITIES
Accounts payable and accrued liabilities [Note 4]		7,908,201			7,661,924
Convertible promissory notes and short term loans [Note 5]		10,394,614			9,618,738
Term loan, current		2,400,000			2,400,000
Derivative liabilities [Note 8]		443,583			424,200
Advance from customers		1,895,920			—
Operating lease obligations, current [Note 10]		571,706			531,286
Total current liabilities		23,614,024			20,636,148

Federally guaranteed loans [Note 7]		870,800			870,800
Term loan [Note 6]		12,015,626			12,271,559
Derivative liabilities [Note 8]		1,382,103			1,478,717
Operating lease obligations		102,307			397,830
TOTAL LIABILITIES		37,984,860			35,655,054

Mezzanine Equity
Series B Convertible Redeemable preferred stock, $0.001 par value, 600 shares authorized as of September 30, 2025 and March 31, 2025, respectively, 360 and 385 shares issued and outstanding as of September 30, 2025 and March 31, 2025, respectively [Note 9]		1,750,290			2,000,290

STOCKHOLDERS’ EQUITY (DEFICIENCY)
Preferred stock, $0.001 par value, 9,979,400 shares authorized as of September 30, 2025 and March 31, 2025, respectively, 1 share Special Voting Preferred Stock issued and outstanding as of September 30, 2025 and March 31, 2025 [Note 9]		1			1
Series A Preferred stock, $0.001 par value, 20,000 shares authorized as at September 30, 2025 and March 31, 2025, respectively, 201 and 201 shares issued and outstanding as at September 30, 2025 and as at March 31, 2025, respectively [Note 9]		—			—
Common stock, $0.001 par value, 125,000,000 shares authorized as at September 30, 2025 and March 31, 2025, respectively. Issued and outstanding common shares: 26,791,608 and 26,081,295 as at September 30, 2025 and March 31, 2025, respectively, and exchangeable shares of 160,672 outstanding as at September 30, 2025 and March 31, 2025, respectively [Note 9]		26,953			26,243
Shares to be issued 581,599 and 324,276 shares of common stock as at September 30, 2025 and March 31, 2025, respectively [Note 9]		284,244			284,244
Additional paid-in-capital		107,278,101			107,123,300
Accumulated other comprehensive loss		(33,276	)		(6,393	)
Accumulated deficit		(140,968,401	)		(139,441,785	)
Total stockholders’ equity (deficiency)		(33,412,378	)		(32,014,390	)
TOTAL LIABILITIES, MEZZANINE AND STOCKHOLDERS’ DEFICIENCY		6,322,772			5,640,954

Commitments and contingencies [Note 11]

Subsequent events [Note 13]

See accompanying notes to unaudited condensed consolidated interim financial statements

BIOTRICITY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (unaudited)

(Expressed in US Dollars)

	6 Months Ended September 30, 2025			6 Months Ended September 30, 2024			3 Months Ended September 30, 2025			3 Months Ended September 30, 2024
		$			$			$			$

REVENUE		7,759,788			6,468,589			3,885,795			3,266,846

Cost of Revenue		1,461,490			1,646,247			704,297			807,672
GROSS PROFIT		6,298,298			4,822,342			3,181,498			2,459,174

EXPENSES
Selling, general and administrative expenses		4,443,573			5,214,983			2,304,881			2,248,864
Research and development expenses		1,298,961			1,031,877			602,798			517,982
TOTAL OPERATING EXPENSES		5,742,534			6,246,860			2,907,679			2,766,846
PROFIT (LOSS) FROM OPERATIONS		555,764			(1,424,518	)		273,819			(307,672	)

Other income/(expense) [Note 3]		173,270			(193,486	)		106,599			36,314
Interest expense		(1,710,673	)		(1,520,748	)		(860,419	)		(752,075	)
Gain/(Loss) upon convertible promissory notes conversion and redemption [Note 8]		8,433			(132,301	)		—			(4,690	)
Accretion and amortization expenses		(355,713	)		(1,484,616	)		(202,141	)		(339,888	)
Change in fair value of derivative liabilities [Note 8]		(33,971	)		(500,619	)		(8,771	)		(193,757	)
NET LOSS BEFORE INCOME TAXES		(1,362,890	)		(5,256,288	)		(690,913	)		(1,561,768	)

Income taxes		—			—			—			—
NET LOSS BEFORE DIVIDENDS		(1,362,890	)		(5,256,288	)		(690,913	)		(1,561,768	)

Preferred Stock Dividends		(163,726	)		(290,353	)		(81,410	)		(91,261	)
Deemed Dividend		—			(3,054,680	)		—			—
Accretion to Series B Preferred Shares		-
NET LOSS ATTRIBUTABLE TO COMMON STOCKLHOLDERS		(1,526,616	)		(8,601,321	)		(772,323	)		(1,653,029	)

Translation adjustment		(26,883	)		(105,793	)		9,286			(129,376	)

COMPREHENSIVE LOSS		(1,553,499	)		(8,707,114	)		(763,037	)		(1,782,405	)

LOSS PER SHARE, BASIC AND DILUTED		(0.057	)		(0.469	)		(0.029	)		(0.073	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		26,767,370			18,354,277			26,767,370			22,493,626

See accompanying notes to unaudited condensed consolidated interim financial statements

BIOTRICITY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (unaudited)

	Shares			$			$			Shares		$		Shares		$		Shares		$		$		$			$			$
	Mezzanine Equity						Total Mezzanine Equity			Preferred stock				Common stock and exchangeable common shares				Shares to be Issued				Additional paid in capital		Accumulated other comprehensive (loss) income			Accumulated deficit			Total Stockholders’ Deficiency
	Shares			$			$			Shares		$		Shares		$		Shares		$		$		$			$			$

Balance, June 30, 2025		385			2,000,290			2,000,290			201		1		26,728,441		26,729		581,599		284,244		107,128,749		(42,562	)		(140,196,078	)		(32,798,917	)
Conversion of mezzanine equity into common shares [Note 9]		(25	)		(250,000	)		(250,000	)		—		—		223,839		224		—		—		143,351		—			—			143,575
Stock based compensation - ESOP [Note 9]		—			—			—			—		—		—		—		—		—		6,001		—			—			6,001
Translation adjustment		—			—			—			—		—		—		—		—		—		—		9,286			—			9,286
Net loss before dividends for the period		—			—			—			—		—		—		—		—		—		—		—			(690,913	)		(690,913	)
Preferred stock dividends		—			—			—			—		—		—		—		—		—		—		—			(81,410	)		(81,410	)
Balance, September 30, 2025		360			1,750,290			1,750,290			201		1		26,952,280		26,953		581,599		284,244		107,278,101		(33,276	)		(140,968,401	)		(33,412,378	)

	Mezzanine Equity						Total Mezzanine Equity			Preferred stock				Common stock and exchangeable common shares				Shares to be Issued				Additional paid in capital		Accumulated other comprehensive (loss) income			Accumulated deficit			Total Stockholders’ Deficiency
	Shares			$			$			Shares		$		Shares		$		Shares		$		$		$			$			$

Balance, March 31, 2025		385			2,000,290			2,000,290			201		1		26,241,967		26,243		581,599		284,244		107,123,300		(6,393	)		(139,441,785	)		(32,014,390	)
Conversion of mezzanine equity into common shares [Note 9]		(25	)		(250,000	)		(250,000	)		—		—		710,313		710		—		—		142,865		—			—			143,575
Stock based compensation - ESOP [Note 9]		—			—			—			—		—		—		—		—		—		11,936		—			—			11,936
Translation adjustment		—			—			—			—		—		—		—		—		—		—		(26,883	)		—			(26,883	)
Net loss before dividends for the period		—			—			—			—		—		—		—		—		—		—		—			(1,362,890	)		(1,362,890	)
Preferred stock dividends		—			—			—			—		—		—		—		—		—		—		—			(163,726	)		(163,726	)
Balance, September 30, 2025		360			1,750,290			1,750,290			201		1		26,952,280		26,953		581,599		284,244		107,278,101		(33,276	)		(140,968,401	)		(33,412,378	)

	Mezzanine Equity						Total Mezzanine Equity			Preferred stock				Common stock and exchangeable common shares				Shares to be Issued						Additional paid in capital		Accumulated other comprehensive income			Accumulated deficit			Total Stockholders’ Deficiency
	Shares			$			$			Shares		$		Shares		$		Shares			$			$		$			$			$

Balance, June 30, 2024		405			2,186,203			2,186,203			201		1		21,645,068		21,645		321,757			359,709			104,231,071		55,961			(134,448,077	)		(29,779,690	)
Issuance of mezzanine equity [Note 9]		55			242,809			242,809																									-
Issuance of common shares from shares to be issued [Note 9]															287,802		288		(287,802	)		(311,790	)		311,502								-

Conversion of mezzanine equity into common shares [Note 9]		(25	)		(142,907	)		(142,907	)						1,091,063		1,091								242,666								243,757

Conversion of convertible notes into common shares [Note 9]																			121,043			74,618											74,618
Issuance of shares for services [Note 9]																			40,000			20,000											20,000

Stock based compensation - ESOP [Note 9]																									56,885								56,885
Translation adjustment																											(129,376	)					(129,376	)
Net loss before dividends for the period													-																	(1,561,768	)		(1,561,768	)
Preferred stock dividends																														(91,261	)		(91,261	)
Balance, September 30, 2024		435			2,286,105			2,286,105			201		1		23,023,933		23,024		194,998			142,537			104,842,124		(73,415	)		(136,101,106	)		(31,166,835	)

	Mezzanine Equity						Total Mezzanine Equity			Preferred stock						Common stock and exchangeable common shares				Shares to be Issued						Additional paid in capital		Accumulated other comprehensive income			Accumulated deficit			Total Stockholders’ Deficiency
	Shares			$			$			Shares			$			Shares		$		Shares			$			$		$			$			$

Balance, March 31, 2024		265			1,488,920			1,488,920			6,305			7			9,514,440		9,515		344,276			269,065			95,723,083		32,378			(127,499,785	)		(31,465,737	)
Balance		265			1,488,920			1,488,920			6,305			7			9,514,440		9,515		344,276			269,065			95,723,083		32,378			(127,499,785	)		(31,465,737	)
Issuance of mezzanine equity [Note 9]		220			1,082,999			1,082,999																											-
Issuance of common shares from shares to be issued [Note 9]																	608,123		608		(608,123	)		(540,576	)		539,968								-
Issuance of common shares from at-the-market transaction [Note 9]																	97,811		98								125,129								125,227
Conversion of mezzanine equity into common shares [Note 9]		(50	)		(285,814	)		(285,814	)								1,436,267		1,436								474,043								475,479
Conversion of preferred shares into common shares [Note 9]											(6,104	)		(6	)		8,952,170		8,952								4,925,756								4,934,702
Conversion of convertible notes into common shares [Note 9]																	1,344,709		1,345		408,845			386,408			1,895,464								2,283,217
Issuance of shares for services [Note 9]																	70,000		70		50,000			27,640			53,410								81,120
Issuance of shares for settlement of accounts payable [Note 9]																	1,000,413		1,000								989,408								990,408
Stock based compensation - ESOP [Note 9]																											115,863								115,863
Translation adjustment																													(105,793	)					(105,793	)
Net loss before dividends for the period																																(5,256,288	)		(5,256,288	)
Preferred stock dividends																																(290,353	)		(290,353	)
Deemed Dividend [Note 9]																																(3,054,680	)		(3,054,680	)
Balance, September 30, 2024		435			2,286,105			2,286,105			201			1			23,023,933		23,024		194,998			142,537			104,842,124		(73,415	)		(136,101,106	)		(31,166,835	)
Balance		435			2,286,105			2,286,105			201			1			23,023,933		23,024		194,998			142,537			104,842,124		(73,415	)		(136,101,106	)		(31,166,835	)

See accompanying notes to unaudited condensed consolidated interim financial statements

BIOTRICITY INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (UNAUDITED)

(Expressed in US Dollars)

	Six Months ended September 30, 2025			Six Months ended September 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(1,362,890	)		(5,256,288	)
Adjustments to reconcile net loss to net cash used in operations
Stock based compensation		11,936			115,863
Issuance of shares for services		—			81,120
Accretion and amortization expenses		355,713			1,484,616
Change in fair value of derivative liabilities		33,971			500,619
Loss (Gain) on debt conversion and redemption		(8,433	)		132,300
Property, plant and equipment depreciation		2,977			2,977
Non cash lease expense		225,373			198,275

Changes in operating assets and liabilities:
Accounts receivable, net		(453,519	)		39,873
Inventory		(700,904	)		61,841
Deposits and other receivables		187,570			(265,190	)
Advance from Customers		1,895,920			—
Accounts payable and accrued liabilities		(145,473	)		1,012,695
Net cash generated (used) in operating activities		42,241			(1,891,299	)

CASH FLOWS FROM INVESTING ACTIVITIES
Not shown on actual cash flow statement
property, plant and equipment		—			—
Net cash used in investing activities		—			—

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common shares, net		—			125,221
Issuance of preferred shares, net		—			1,732,532
Redemption of preferred shares		(200,000	)		—
Proceeds from (repayment to) convertible debentures, net		—			624,658
Proceeds from (repayment to) short term loan and promissory notes, net		739,990			(1,125,116	)
Term Loan, net		(600,000	)		—
Preferred Stock Dividend		(12,033	)		(18,016	)
Net cash provided (used) in financing activities		(72,043	)		1,339,279

Effect of foreign currency translation		(26,883	)		(60,770	)
Net increase (decrease) in cash during the period		(29,802	)		(552,020	)
Cash, beginning of period		365,145			786,060
Cash, end of period		308,460			173,270

Supplemental disclosure of cash flow information:
Cash paid for interest		1,683,697			1,235,256
Cash paid for taxes		—			—

See accompanying notes to unaudited condensed consolidated interim financial statements

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

1. NATURE OF OPERATIONS

Biotricity 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 (directly and through its subsidiary) is engaged in research and development activities within the remote monitoring segment of preventative care. It is focused on a realizable healthcare business model that has an existing market and commercialization pathway. As such, its efforts to date have been devoted to building and commercializing an ecosystem of technologies that enable access to this market.

2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements and should be read in conjunction with Biotricity’s audited consolidated financial statements for the years ended March 31, 2025 and 2024 and their accompanying notes.

The accompanying unaudited condensed consolidated interim financial statements are expressed in United States dollars (“USD”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim periods presented have been reflected herein. Operating results for the interim periods presented herein are not necessarily indicative of the results that may be expected for the year ending March 31, 2026. The Company’s fiscal year-end is March 31.

The unaudited condensed consolidated interim 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 confirm to current period consolidated interim financial statement presentation.

Going Concern, Liquidity and Basis of Presentation

The accompanying condensed consolidated interim financial statements have been prepared assuming that the Company will continue as a going concern. The Company is commercializing its first product ecosystem and is concurrently continuing in development mode, operating a research and development program in order to develop, obtain regulatory clearance for, and commercialize other proposed products. The Company has incurred recurring losses from operations, and as of September 30, 2025, had an accumulated deficit of $140,968,401 (March 31, 2025 – $139,441,785) and a working capital deficiency of $18,077,790 (March 31, 2025 – $15,996,856). Those conditions raise substantial doubt about its ability to continue as a going concern for a period of one year from the issuance of these condensed consolidated interim financial statements. The condensed consolidated interim financial statements do not include adjustments that might result from the outcome of this uncertainty.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development and additional equity and debt capitalization of the Company.

As we proceed with the commercialization of the Bioflux, Biocore, and Biocare product development, we expect to continue to devote significant resources on capital expenditures, as well as research and development costs and operations, marketing and sales expenditures.

Based on the above facts and assumptions, we believe our existing cash, along with anticipated near-term financings, will be sufficient to continue to meet our needs for the next twelve months from the filing date of this report. However, we will need to seek additional debt or equity capital to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. The terms of our future financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek additional funds through arrangements with collaborators or other third parties. There can be no assurance we will be able to raise this additional capital on acceptable terms, or at all. If we are unable to obtain additional funding on a timely basis, we may be required to modify our operating plan and otherwise curtail or slow the pace of development and commercialization of our proposed product lines.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on April 1, 2018. 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 following 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.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

The Company recognized the following forms of revenue for the three and six months ended September 30, 2025, and 2024:

SCHEDULE OF REVENUE RECOGNITION

	2025		2024		2025		2024
	Three months ended September 30				Six months ended September 30
	2025		2024		2025		2024
	$		$		$		$
Technology fees		3,511,454		3,064,814		6,882,846		6,081,064
Device sales		374,341		202,032		876,942		387,525
Revenue recognized		3,885,795		3,266,846		7,759,788		6,468,589

Inventories

Inventory is stated at the lower of cost and net realizable value, cost being determined on a weighted average cost basis. Market value of our finished goods inventory and raw material inventory is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory.

SCHEDULE OF INVENTORIES

	September 30, 2025		March 31, 2025
	$		$
Raw material		1,019,042		1,225,665
Finished goods		1,237,247		329,720

Inventories		2,256,289		1,555,385

Significant accounting estimates and assumptions

The preparation of the condensed 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 we consider 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.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

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:

●	Fair value of stock options

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. Estimating fair value for share-based payments requires determining the most appropriate valuation model for a grant of such instruments, which is dependent on the terms and conditions of the grant. The estimate also requires determining the most appropriate inputs to the Black-Scholes option pricing model, including the expected life of the instrument, risk-free rate, volatility, and dividend yield.

●	Fair value of warrants

In determining the fair value of the warrant issued for services and issue pursuant to financing transactions, the Company used the Black-Scholes option pricing model with the following assumptions: volatility rate, risk-free rate, and the remaining expected life of the warrants that are classified under equity.

●	Fair value of derivative liabilities

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.

●	Functional currency

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

●	Useful life of property and equipment

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

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.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

●	Contingencies

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.

●	Inventory obsolescence

Inventories are stated at the lower of cost and market value. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which 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.

●	Income and other taxes

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 interim 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.

●	Incremental borrowing rate for lease

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 interim financial statements.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

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 are 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 were 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.

Advance from Customers

The Company receives advance payments from customers primarily for the sale of its medical devices. These advances represent consideration received prior to the transfer of control of the goods to the customer and are recorded as Advances from Customers on the balance sheet. These advances are unsecured, non-interest bearing, and have no specific terms or conditions attached.

Cash

Cash includes cash on hand and balances with banks.

As of September 30, 2025 and March 31, 2025, cash balances of $245,148 and $259,478 respectively, 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 interim 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 subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, consolidated interim balance sheet accounts are translated using the closing exchange rate in effect at the 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 condensed consolidated interim financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Accounts Receivable

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 interim balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that we believe 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.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

Customer Concentration

During six months ended September 30, 2025, two customers comprised 23% and 20% of the total receivable, there was no such concentration risk during the three and six months ended September 30, 2024.

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, 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:

	As of September 30, 2025
Description	Total		Level 1		Level 2		Level 3
Assets:
Total assets at fair value	$	—		—	$	—	$	—

Liabilities:
Derivative liabilities, short-term	$	443,583	$	—	$	—	$	443,583
Derivative liabilities, long-term		1,382,103		—		—		1,382,103
Total liabilities at fair value	$	1,825,686	$	—	$	—	$	1,825,686

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

	As of March 31, 2025
Description	Total		Level 1		Level 2		Level 3
Assets:
Total assets at fair value	$	—	$	—	$	—	$	—

Liabilities:
Derivative liabilities, short-term	$	424,200	$	—	$	—	$	424,200
Derivative liabilities, long-term		1,478,717		—		—		1,478,717
Total liabilities at fair value	$	1,902,917	$	—	$	—	$	1,902,917

There were no transfers between fair value hierarchy levels during the six months ended September 30, 2025, and 2024.

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 substantially all assets with estimated lives as follow:

Office equipment		5 years
Leasehold improvement		5 years

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 September 30, 2025 and March 31, 2025, the Company believes there was no 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 interim 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 interim balance sheet and are expensed on a straight-line basis over the lease term in the consolidated interim 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 10 for further discussion.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

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 interim 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 relations 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 interim 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.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

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 effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated interim 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 interim statement of operation and comprehensive loss in accordance with ASC 480 and ASC 815.

Preferred Shares Extinguishments

The Company accounted for preferred stock redemptions and conversions in accordance to ASU-260-10-S99. For preferred stock redemptions and conversion, 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.

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 in one 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 September 30, 2025 and 2024.

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 interim Statements of Cash Flows.

The long-lived assets outside of U.S. are not material as of September 30, 2025. The measure of segment assets is reported on the balance sheet as total consolidated assets. Refer to the Consolidated Interim Balance Sheets as of September 30, 2025 and 2024 for total consolidated assets.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Expense Disaggregation Disclosures. This update requires public business entities to disclose, in the notes to financial statements, specific information about certain costs and expenses to provide more detailed insights into the nature of expense components. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of this standard on its financial reporting and disclosures.

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 amendment 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 extinguishments. The standard is effective for all entities 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 financial condition, results of operations, and cash flows. The Company continues to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems.

The Company continues to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems, however there is no new accounting pronouncement for this quarter.

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	As at September 30, 2025		As at March 31, 2025
	$		$
Trade and other payables		4,736,678		4,602,309
Accrued liabilities		3,137,985		3,034,293
Deferred revenue		33,538		25,322
Total		7,908,201		7,661,924

Trade and other payables and accrued liabilities as at September 30, 2025 and March 31, 2025 included $417,085 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:

During the year ended March 31, 2021, the Company issued $11,275,500 (face value) in two series of convertible promissory notes (the “Series A Notes”) sold under subscription agreements to accredited investors. The Series A Notes had a maturity date of one year from the final closing date of the offering and accrue interest at 12% per annum.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

For the first series of Series A Notes, commencing six months following the issuance date, and at any time thereafter (provided the holder has not received notice of the Company’s intent to prepay the note), at the sole election of the holder, any amount of the outstanding principal and accrued interest of this note (the “Outstanding Balance”) could be converted into that number of shares of common stock equal to: (i) the Outstanding Balance divided by (ii) a conversion price equal to 75% of the volume weighted average price of the common stock for the 5 trading days prior to the Conversion Date.

For the first series of Series A Notes, the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion, redeem the notes for 115% of their face value plus accrued interest.

For the second series of Series A Notes, the notes could be converted into shares of common stock, at the option of the holder, commencing six months from issuance, at a conversion price equal to the lower of $24.00 per share or 75% of the volume weighted average price of the common stock for the five trading days prior to the conversion date.

For the second series of Series A Notes, the notes would automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the 20 consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price would be equal to the lower of $24.00 per share or 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price would be equal to the lower of $24.00 per share or 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company could, at its discretion, redeem the notes for 115% of their face value plus accrued interest.

The Company was obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing.

The Company was obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,500 (face value) of the notes and 2.5% cash fee and other sundry expenses for the remaining $2,350,000 (face value) of the notes.

The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 12% of funds raised for $8,925,550 (face value) of the notes (first series) and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series), with an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing. On final closing, which occurred on January 8, 2021, the warrants’ exercise price was $6.36 per share.

Prior to January 8, 2021 (final closing date), the Company determined that the conversion and redemption features contained in those Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities associated with the embedded conversion and redemption features.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

For the Series A Notes, The Company recognized debt issuance costs of $2,301,854 and treated these as a deduction from the convertible note liabilities directly, as a contra-liability, and amortized the debt issuance cost over the term of the Series A Notes. The Company also recognized initial debt discount of $8,088,003 and accreted the interest over the remaining lives of those notes. The debt issuance costs were fully amortized by March 31, 2022.

On December 30, 2022, the Company exchanged $500,000 of Series A Notes along with outstanding interest accrual of $121,500 into a new convertible note with the same note holder. The new convertible note has principal of $621,500, stated interest rate of 12% per annum, as well as option to convert outstanding principal and accrued interest at the conversion price, calculated at 75% multiplied by the average of the three lowest closing prices during the previous ten trading days prior to the receipt of the conversion notice. The new convertible note matured on December 30, 2023.

During the year ended March 31, 2025, all of the Series A notes had been converted into common shares, with the exception of notes held by two investors, with a remaining face value of $821,000.

During the year ended March 31, 2025, the Company recognized discount amortization of $nil (2024: $49,393) as accretion and amortization expense. As of March 31, 2024, the discount on Series A convertible notes was fully amortized.

As of March 31, 2025, and March 31, 2024, the Company recorded $272,342 and $173,762, respectively, of interest accruals for the Series A Notes.

During the years ended March 31, 2025, and March 31, 2024, the Company recognized interest expense of $98,580 and $98,850, respectively.

During the three and six months ended September 30, 2025, and September 30, 2024, the Company recognized discount amortization of $nil and $nil as accretion and amortization expense. As of September 30, 2025, the discount on Series A convertible notes was fully amortized.

As of September 30, 2025, and March 31, 2025, the Company recorded $321,767 and $272,342, respectively, of interest accruals for the Series A Notes.

During the three and six months ended September 30, 2025, the Company recognized interest expense of $24,848 and $49,425, respectively, on Series A convertible notes. During the three and six months ended September 30, 2024, the Company recognized interest expense of $24,848 and $49,425, respectively, on Series A convertible notes.

Series B Convertible Notes

During the year ended March 31, 2021, the Company also issued $1,312,500 (face value) of convertible promissory notes (“Series B Notes”) to various accredited investors.

Commencing six months following the issuance date, and at any time thereafter, subject to the Company’s conversion buyout clause, at the election of the holder, any amount of the outstanding principal and accrued interest of the note (the “outstanding balance”) could be converted into that number of shares of common stock equal to: (i) the outstanding balance divided by (ii) the conversion price equal to seventy-five percent (75%) multiplied by the average of the three (3) lowest closing prices during the previous ten (10) trading days prior to the receipt of the conversion notice.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

The Series B Notes would automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization, as a result of which the Company’s common stock shall be changed into another class or classes of stock of the Company or another entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the Company. Within the first 180 days after the issuance date, the Company may, at its discretion, redeem the notes for 115% of their face value plus accrued interest. The Company issued warrants that accompanied the convertible notes and provide 50% warrant coverage. The warrants have a 3-year term from date of issuance and an exercise price that is $6.36 per share for 100,000 warrants and $9.00 per share for 35,417 warrants.

Net proceeds to the Company from convertible note issuances to March 31, 2021 amounted to $1,240,000 after the original issuance discount as well as payment of the financing related fees. The Company determined that the conversion and redemption features contained in the Series B Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liability associated with the embedded conversion and redemption features.

The Company recognized debt issuance costs of $10,000 and treated these as a deduction from the convertible note liabilities directly, as a contra-liability, and amortized the debt issuance cost over the term of the Series B Notes. The Company recognized initial debt discount of $1,312,500 and accreted the interest over the remaining lives of those notes. The debt issuance costs were fully amortized by March 31, 2022.

During the year ended March 31, 2022, $472,500 (face value) of Series B Notes were converted into 34,586 common shares. As at March 31, 2022, $840,000 of Series B Notes remained unconverted and outstanding, which was equal to the face value of the relevant convertible notes.

During the year ended March 31, 2023, $555,600 (face value) of Series B Notes were converted into 126,833 common shares (Note 9 d).

During the year ended March 31, 2023, $126,680 (face value) of Series B Notes were redeemed by cash payment of $145,682. The redemption price was determined in accordance with the Series B note agreement, where the Company has an option to redeem the note at 115% of its principal value instead of converting the note upon receipt of a conversion notice. The difference between the redemption cash payment and the book value of the note redeemed, including the derivative liability associated to the note, was $24,408, and was recognized as a gain upon convertible note repayment.

During the year ended March 31, 2024, the Company redeemed $135,710 of Series B Notes, through a cash payment of $162,851. A gain on redemption $18,540 was recognized as a result of this redemption, representing the difference between the cash payment and the face value of Series B Notes redeemed net of the related derivative liabilities ($45,681 for the year ended March 31, 2024).

During the year ended March 31, 2025, the Company redeemed $22,009 of Series B Notes, through a cash payment of $25,342. A gain on redemption $8,320 was recognized as a result of this redemption, representing the difference between the cash payment and the face value of Series B Notes redeemed net of the related derivative liabilities ($8,320 for the year ended March 31, 2025).

As of September 30, 2025, there were no Series B Notes outstanding

As of September 30, 2025, and March 31, 2025, the Company recorded accrued interest of $88,881 and $88,881, respectively, related to the Series B Notes.

During the three and six months ended September 30, 2025, the Company recognized interest expense of $nil and $nil, respectively. During the three and six months ended September 30, 2024, the Company recognized interest expense of $59 and $279, respectively.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

Series C Convertible Notes

The Company has issued Series C Notes in total of $1,812,700 (face value) by March 31, 2024, with net proceeds of $1,100,430 after payment of the relevant financing related fees.

The Series C Notes were sold under subscription agreements to accredited investors. The Series C Notes had a maturity date of one year from the final closing date of the offering and accrue interest at 15% per annum.

Commencing six months following the issuance date of the Series C Notes, at the election of the holder, any amount of the outstanding principal and accrued interest could be converted into that number of shares of common stock equal to: the conversion amount divided by the “Optional Conversion Price”, which is defined as lower of (i) seventy-five percent (75%) of the VWAP for the five (5) trading days prior to the conversion date, or (ii) eighty percent (80%) of the gross sale price per share of common stock (or conversion or exercise price per share of common stock of any common stock equivalents) sold in a Qualified Financing (as defined therein).

Upon a “Mandatory Conversion,” the Series C Notes would convert into common stock at the applicable “Mandatory Conversion Price”, if either (i) on each of any twenty (20) consecutive trading days (the “Measurement Period”) (A) the closing price of the common stock on the applicable trading market is at least $18.00 per share and (B) the dollar value of average daily trades of the common stock on the applicable trading market is at least $400,000 per trading day; or (ii) upon the closing of a Qualified Financing, provided that the dollar value of average daily trades of the common stock on the applicable exchange on each of the ten (10) consecutive trading days following such closing is at least $400,000 per trading day. Mandatory Conversion Price means, in the case of a Mandatory Conversion under situation (i) above, seventy percent (70%) of the VWAP over the Measurement Period, or in the case of a Mandatory Conversion under situation (ii) above, eighty percent (80%) of the gross sale price per share of common stock (or conversion or exercise price per share of common stock of any common stock equivalents) sold in a Qualified Financing.

The Company issued warrants that accompanied the convertible notes and provide 100% warrant coverage. The warrants have a 4-year term from date of issuance and an exercise price that is 200% of the 5-day volume weighted average price of the Company’s common shares at the time of final closing.

The Company paid the placement agent of the first series of Series C Notes a 10% cash fee for the face value of the notes.

The Company issued warrants to the placement agent that have a 10-year term and cover 8% of face value of the notes, with an exercise price that equals to the 5-day volume weighted average price of the Company’s common shares at the time of the final closing.

Prior to the final closing date (October 23, 2023), the Company determined that the conversion features contained in those notes, as well as the obligations to issue investor warrants and placement agent warrants represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities associated with the embedded conversion features, as well as the obligations related to investor warrant and placement agent warrant issuance. Subsequently, the exercise price of all warrants was determined to be $4.18 and $2.09, respectively, for the note holder and placement agent warrants, as of the final closing date October 23, 2023. Since the exercise price was no longer a variable, the Company concluded that the noteholder and placement agent warrants should no longer be accounted for as a derivative liability in accordance with ASC 815 guidelines related to equity indexation and classification. The derivative liabilities related to those warrants were therefore marked to market as of October 23, 2023 and then transferred to equity (collectively, “End of warrants derivative treatment”) of $1,278,786 (Note 8).

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

For the Series C Notes, the Company recognized debt issuance costs of $207,361 during the year ended March 31, 2024 and treated these as debt discounts. The Company also recognized additional debt discount of $1,005,829 in connection with the recognition of derivative liabilities for the conversion features, investor warrants and placement agent warrants. The debt discounts are recorded as a contra liability against the convertible note and are amortized and recognized as accretion expenses using the effective interest method over the remaining lives of the notes.

During the three and six months ended September 30, 2025, the Company recognized discount amortization of $nil and $nil, respectively, on Series C Notes as accretion and amortization expense. As of September 30, 2025, and March 31, 2025, the remaining unamortized discount on Series C convertible notes was $nil.

During the three and six months ended September 30, 2025, there were no conversions of convertible notes into common shares or shares to be issued. Accordingly, no debt settlements or related gains/losses upon conversion were recognized during the period.

During the six months ended September 30, 2025, convertible notes with a face value of $25,000 and accrued interest of $6,826, were redeemed for a cash payment of $31,826. The Company recorded a $8,433 gain on redemption related to the conversion, representing the difference between the value of the debt settled and the cash payment value.

As of September 30, 2025, and March 31, 2025, the Company recorded accrued interest of $52,167 and $53,188, respectively, related to the Series C Notes.

During the three and six months ended September 30, 2025, the Company had no interest expense, as prior period accruals were adjusted following the June 2025 debt redemption. During the three and six months ended September 30, 2023, the Company recognized interest expense of $15,004 and $47,747, respectively.

Convertible Preferred Notes

The Company entered into a convertible preferred note financing on September 25, 2023 and issued a convertible note (“Preferred Note”) in the principal amount of $1,000,000. The Preferred Note has a maturity date of the eighteen (18) month anniversary of the issuance date, or if there will be more than one closing pursuant to a qualified offering as defined in the financing agreement, the eighteen (18) month anniversary of the last closing date of the offering. The Preferred Note bears interest at a fixed rate of 12% which is payable in cash monthly.

The Company also issued a Preferred Note on October 25, 2023 in the principal amount of $250,000. The Preferred Note matures on the eighteen month anniversary of the issuance date, or if there will be more than one closing pursuant to a qualified offering as defined in the financing agreement, the eighteen month anniversary of the last closing date of the offering. The Preferred Note bears interest at a fixed rate of 12%, which is payable in cash quarterly.

The Company issued a further Preferred Note in January 2024 in the principal amount of $114,303. The Preferred Note matures on the twenty-four (24) month anniversary of the issuance date, or if there will be more than one closing pursuant to a qualified offering as defined in the financing agreement, the twenty-four month anniversary of the last closing date of the offering. The Preferred Note bears interest at a fixed rate of 8% which is payable in cash quarterly.

The Company also issued a Preferred Note on June 17, 2024, in the principal amount of $300,000. The Preferred Note matures on the eighteen (18) month anniversary of the issuance date, or if there will be more than one closing pursuant to a qualified offering as defined in the financing agreement, the eighteen month anniversary of the last closing date of the offering. The Preferred Note bears no interest.

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 mature on their six-month anniversary of issuance and bear interest of 20%; $710,000 of the notes mature on their twenty four-month anniversary of issuance and bear interest of 10%; and $1,175,000 of the notes mature on their eighteen-month anniversary of issuance and bear no interest; all of the notes have conversion features that require the mutual consent of the investor and the Company. Since the conversion is not in control of the holder of the note, the Company did not recognize a derivative liability in connection with the conversion option of the Other Convertible Notes.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

During the six months ended September 30, 2025, the Company issued $1,315,000 in unsecured convertible promissory notes to private investors; $65,000 of the notes mature on their nine-month anniversary of issuance and bear interest of 10%; $500,000 of the notes mature on their twenty four-month anniversary of issuance and bear interest of 12%; $650,000 of the notes mature on their twenty four-month anniversary of issuance and bear 10% interest and $100,000 of the notes mature on their twenty four-month anniversary of issuance and bear 10.5% interest. All of the notes have conversion features except for $200,000 notes, that require the mutual consent of the investor and the Company. Since the conversion is not in control of the holder of the note, the Company did not recognize a derivative liability in connection with the conversion option of the Other Convertible Notes. In addition, during the period, the Company repaid in full the $100,000 unsecured convertible promissory note issued in the prior fiscal year that matured on its six-month anniversary, including all accrued interest thereon.

In connection with the issuance of the notes, the Company incurred financing fees of $46,500, which were capitalized as deferred financing costs and are presented as a deduction from the related debt liability in the consolidated balance sheet in accordance with ASC 835-30 and ASC 470-10. These costs are being amortized on a straight-line basis over the term of the notes, approximating the effective-interest method. For the three and six months ended September 30, 2025, amortization totalled $3,639 and is included in accretion expense.

As of September 30, 2025, and March 31, 2025, the Company recorded accrued interest of $42,589 and $36,163, respectively, related to the Preferred Notes.

During the three and six months ended September 30, 2025, the Company recognized interest expense of $57,031 and $109,272, respectively. During the three and six months ended September 30, 2024, the Company recognized interest expense of $38,612 and $77,125, respectively.

Other Convertible Notes

On January 23, 2023, the Company issued $2,000,000 (face value) in a convertible preferred note to an accredited investor. The note matures 18 months from the issuance date. This note bears interest at a fixed charge of 10% of the face amount, in the form of stock with a strike price equal to the closing stock price on the note issuance date. Therefore, the Company issued 45,045 shares of common stock in lieu of interest on this convertible note. These shares were valued at $221,621 and were recognized as a deferred cost on the convertible note, recorded as a contra liability against the convertible note, and were amortized and recognized as accretion expense using the effective interest rate method over the remaining life of the note.

The conversion of the note is automatic upon a Qualified Financing (as defined therein), which is in the control of the Company, or at maturity of the notes, upon mutual agreement by the noteholder and the Company. Since the conversion is not in control of the holder of the note, the Company did not recognize a derivative liability in connection with the conversion option of the Notes.

As of September 30, 2025, and March 31, 2025, respectively, the discount on Other Convertible Notes was fully amortized.

Other Short-term loans and Promissory Notes

In December 2022, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $400,000, prior to the deduction of issuance costs of $9,999. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 40 weeks. The Company was required to make weekly payments of $13,995 ($560,000 in the aggregate). As of September 30, 2025, and March 31, 2025, respectively, the principal was fully repaid and discount for this loan was fully amortized.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

In December 2022, the Company also entered into a short-term collateralized bridge loan agreement with a finance company that advanced gross proceeds of $800,000, prior to the deduction of issuance costs of $32,000. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of this second agreement is 40 weeks. The Company was required to make weekly payments of $29,556 ($13,999 for the first four weeks, and $1,120,000 in the aggregate). As of September 30, 2025, the principal was fully repaid and discount for this loan was fully amortized.

In December 2022, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $600,000 (the “Principal Amount”). The note has a fixed rate of interest at 25% per annum payable monthly on the first day of every month. This promissory note matured on December 15, 2023, when the Principal Amount became due. The note has various default provisions which would, if triggered, result in the acceleration of the Principal Amount plus any accrued and unpaid interest. The note also has a 3% early payment penalty provision. As of September 30, 2025, and March 31, 2025 the amount of principal outstanding on the note was $600,000, and accrued interest outstanding on the note was $12,928 and $12,723, respectively. The note continues to accrue interest, and no repayment demand notification was received from noteholder. During the three and six months ended September 30, 2025, the Company recorded interest expense of $37,808 and $75,206, respectively, related to the promissory note. During the three and six months ended September 30, 2024, the Company recorded interest expense of $37,808 and $75,206, respectively, related to the promissory note.

On December 30, 2022, the Company extinguished 51,101 warrants that were originally issued to Series A Convertible Noteholders and replaced these warrants with a new promissory note issued to the same warrant holder. The new promissory note has principal balance of $270,000, stated interest of zero, and maturity date of December 31, 2023. The fair value of this new promissory note was $248,479 as of the issuance date, which was calculated using a discount rate that was comparable to other loan issuance at the same time as well as the market bond rates at the time of the promissory note issuance. The difference between the fair value of the new note and its principal balance was $21,521, and was recognized as a discount, and amortized via effective interest rate method. The Company compared the fair value of the extinguished warrants immediately prior to extinguishment against the fair value of the new promissory note issued. During the year ended March 31, 2025, the obligation to repay the principal balance at the original maturity date was waived for a finance charge of $50,000, which the Company recorded as interest expense in the statement of operations. As of September 30, 2025, and March 31, 2025, the amount of principal outstanding on the note was $270,000, and the remaining unamortized discount was $nil. During the three and six months ended September 30, 2025, the Company recognized no amortization of discount on this promissory note. During the three and six months ended September 30, 2024, the Company also recognized no amortization of discount, presented as accretion and amortization expense. As of September 30, 2025, and March 31, 2025, the Company recorded accrued interest of $50,000 related to this promissory note.

On March 29, 2023, the Company entered into an additional collateralized bridge loan agreement with a finance company that advanced gross proceeds of $300,000, prior to the deduction of issuance costs of $12,000. The issuance costs were recognized as a debt discount and would be amortized via the effective interest method. The term of this agreement is 40 weeks. The Company is required to make weekly payments of $5,250 for the first four weeks, and $11,083 for the remaining 36 weeks, which is $420,000 in aggregate. On July 18, 2023, the Company entered into an amendment with the finance company and increased total proceeds to $700,000. The proceeds from the amended loan balance were netted against previously outstanding balance of the loan, along with an issuance cost of $28,000. The term of this new loan agreement is 40 weeks. The Company is required to make weekly payments of $24,500, which is $980,000 in aggregate. The Company accounted for this amendment as a debt extinguishment and recognized a loss on the amendment of $59,161 in other expenses. The issuance costs on the amended loan were recognized as a debt discount and would be amortized via the effective interest method. During the three and six months ended September 30, 2025, there was no activity related to the collateralized bridge loan agreement entered into in the prior fiscal year, as the loan was fully repaid during the year ended March 31, 2025. During the three and six months ended September 30, 2024, the Company recognized amortization of discount of $nil and $2,800, respectively, and accretion expense of $nil and $4,152, respectively, related to the increase in present value of the loan over its term. During the three and six months ended September 30, 2024, net repayments for the loan amounted to $44,500 and $191,500, respectively.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

In June 2023, the Company entered into a secured revolving account purchase credit and inventory financing facility (the “Revolving Facility”) with a revolving loan lender, pursuant to which the lender may from time to time purchase certain discrete account receivables from the Company (with full recourse) or may make loans and provide other financial accommodations, the payment of which are guaranteed and secured by certain assets of the Company. In assigning the selling accounts receivables to the revolving loan lender, the Company is receiving 85% of their value as an advance of its regular collection of those receivables, limited to $1.2 million in financing, and expects to receive the remaining balance as part of normal collection activities. The inventory financing provided by this facility was limited to the lower of $0.3 million, or a 40% maximum of inventory balances. The Revolving Facility was accounted for as a secured borrowing. As of September 30, 2025, and March 31, 2025 the Company had drawn $1,708,895 and $1,541,797, respectively, in accounts receivable financing and $138,000 and $158,000, respectively, in inventory financing with aggregate principal outstanding of $1,846,895 and $1,699,797, respectively. During the three and six months ended September 30, 2025, the Company recognized interest expense of $118,075 and $241,994, respectively. During the three and six months ended September 30, 2024, the Company recognized interest expense of $102,485 and $207,718, respectively. As of September 30, 2025, and March 31, 2025 the Company recorded accrued interest of $31,328 and $28,052 related to the Revolving Facility.

On July 13, 2023, the Company entered into another short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $400,000, prior to the deduction of issuance costs of $24,000. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 14 weeks. The Company is required to make weekly payments of $38,705 ($540,000 in the aggregate). As of September 30, 2025, and March 31, 2025, the principal was fully repaid and discount for this loan was fully amortized. No repayments were made during the six months ended September 30, 2025.

On August 11, 2023, the Company issued two short term promissory notes (“August 2023 Notes”), each for a principal amount of $250,000, to one investor for aggregate gross proceeds of $500,000. The August 2023 Notes do not accrue formal interest, but do contain administrative fees in the aggregate of $75,000. One of the notes matured three months from the issuance date upon which the principal amount of $250,000 and an administrative fee of $25,000 was due. The second note matured six months from the issuance date upon which the principal amount of $250,000 and an administrative fee of $50,000 was due. The administrative fees were accrued as interest expenses for the period of the loans outstanding. As of September 30, 2025, no principal or accrued interest was outstanding on the August 2023 Notes, as the notes were fully repaid during the prior fiscal year. No repayments or related expenses were recognized in the six months ended September 30, 2025.

On December 8, 2023, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $630,000, prior to the deduction of issuance costs of $15,750. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 44 weeks. The Company was required to make weekly payments of $19,195 ($844,200 in the aggregate). As of September 30, 2025 and March 31, 2025, the amount of principal outstanding under this amended agreement was $nil, and the remaining unamortized issuance cost discount was also $nil.

During February 2024, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $660,504 (the “Principal Amount”). The note has a fixed rate of interest at 12% per annum on the principal amount, payable monthly. During September 2025, the company raised an additional $291,437 on similar terms as before. In connection with the September 2025 funding, the Company incurred financing fees of $31,080, which were capitalized as deferred financing costs and are presented as a deduction from the related debt liability in the consolidated balance sheet in accordance with ASC 835-30 and ASC 470-10. These costs are being amortized on a straight-line basis over the term of the note, approximating the effective-interest method. For the three and six months ended September 30, 2025, amortization of the deferred financing costs totalled $1,757 and is included in accretion expense.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

As of September 30, 2025, and March 31, 2025, the amount of principal outstanding on the note was $952,370 and $660,932. As of September 30, 2025, and March 31, 2025, accrued interest outstanding on the note was $126,220 and $86,455 respectively. The note, including the additional amount raised in September 2025 continues to accrue interest, and no repayment demand notification was received from noteholder. During the three and six months ended September 30, 2025, the Company recognized interest expense of $26,510 and $39,765 related to the promissory note. During the three and six months ended September 30, 2024, the Company recognized interest expense of $19,991 and $39,765, respectively, related to the promissory note.

During the three months ended September 30, 2025, the Company entered into a financing arrangement with an individual investor, under which it received proceeds of $250,000 at annual interest of 15%, payable monthly. The Company incurred financing fees of $25,000 in connection with the arrangement, which were capitalized as deferred financing costs and are presented as a direct deduction from the carrying amount of the related debt liability in the consolidated balance sheet, in accordance with ASC 835-30 and ASC 470-10. The deferred financing costs are being amortized on a straight-line basis over the term of the unsecured bullet loan. For the three and six months ended September 30, 2025, amortization of the deferred financing costs totalled $6,250 and is included in accretion expense. As of September 30, 2025, the principal outstanding was $250,000, and accrued interest totalled $3,125.

6. TERM LOAN AND CREDIT AGREEMENT

Term Loan

On December 21, 2021, the Company entered into a Credit Agreement (“Credit Agreement”) with SWK Funding LLC (“Lender’); as part of this, the Company has borrowed $12.4 million, with a maturity date of December 21, 2026. The principal accrues interest at the LIBOR Rate plus 10.5% per annum (subject to adjustment as set forth in the Credit Agreement). Interest payments are due each February, May, August and November commencing February 15, 2022. Pursuant to the Credit Agreement, the Company is required to make interest only payments for the first 24 months (which may be extended to 36 months under prescribed circumstances), after which payments will include principal amortization that accommodates a 40% balloon principal payment at maturity. The Company and the Lender have negotiated the terms under which the Company will be allowed to extend the interest-only period and delay the start of principal repayment. The negotiated terms indicate principal repayment of $2.4 million ($600,000 per quarter), during the final two years of the term. A current portion of the term loan of $2,400,000 was reported in the Company’s current liabilities as at September 30, 2025. Prepayment of amounts owing under the Credit Agreement is allowed under prescribed circumstances. Pursuant to the Credit Agreement the Company is subject to an Origination Fee of $120,000. Upon Termination of the Credit Agreement, the Company shall pay an Exit Fee, along with other fees that may be assessed during the term of the loan. As part of the loan transaction, the Company paid legal and professional costs of $50,000. Total costs directly in connection to the debt financing of $193,437 (professional fee $48,484; lender’s origination fee, due diligence fee, and other expenses of $144,953) were deducted from the gross proceeds of $12,000,000. The Company also repaid $1,574,068 of existing short-term loan and promissory notes and relevant accrued interests from the proceeds of the loan. Total costs directly in connection to the loan and fair value of warrants were $1,042,149. Such costs were accounted for as debt discount and amortized using the effective interest method. The amortization of such debt discount was included in the accretion and amortization expenses. During November 2022, unpaid interest of $364,000 was added to the outstanding principal balance, since then interest onwards would be calculated on the updated principal balance. In connection with the Credit Agreement, the Company issued 57,536 warrants to the Lender, which were fair-valued at $198,713 at issuance (Note 9). The warrants were accounted as part of the debt discount as well as a credit into additional paid-in capital and amortized using the effective interest method.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

The Company and Lender also entered into a Guarantee and Collateral Agreement (“Collateral Agreement”) wherein the Company agreed to secure the Credit Agreement with all of the Company’s assets. The Company and Lender also entered into an Intellectual Property Security Agreement dated December 21, 2021 (the “IP Security Agreement”) wherein the Credit Agreement is also secured by the Company’s right title and interest in the Company’s Intellectual Property.

In November 2024, the Company completed an additional transaction with its term lender to receive an additional $635 thousand in term loan proceeds, and interest relief through the capitalization of approximately $1.5 million in interest amounts due on its existing term loan. As part of this arrangement, the Company issued 600,000, 7-year share warrants to the term lender with an exercise price of $0.50 per share and agreed to increase the term loan exit fee to $1.425 million at the end of its 5-year term. Concurrently, the Company received waiver and forbearance relief on certain term loan covenants and their respective defaults.

The amortization of such debt discount was included in the accretion and amortization expenses. For the three and six months ended September 30, 2025, the amortization of debt discount expense was $190,495 and $344,067 respectively. For the three and six months ended September 30, 2024, the amortization of debt discount expense was $52,627 and $104,458 respectively.

Total interest expense on the term loan for the three and six months ended September 30, 2025, amounted to $570,296 and $1,142,138, respectively. Total interest expense on the term loan for the three and six months ended September 30, 2024, amounted to $495,783 and $987,135, respectively. During November 2024, the unpaid interest of $1.5 million was added to the outstanding principal balance, since then interest onwards would be calculated on the updated principal balance.

The Company had accrued interest payable of $338,058 and $1,107,791, respectively, as of September 30, 2025 and September 30, 2024.

7. FEDERALLY GUARANTEED LOAN

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 the 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 September 30, 2025 and March 31, 2025, the Company recorded accrued interest of $nil for the EIDL loan.

Interest expense on the above loan was $8,231 and $17,889 for the three and six months ended September 30, 2025, respectively, and $8,231 and $16,372 for the three and six months ended September 30, 2024, respectively.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

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 six months ended September 30, 2025 and 2024:

SCHEDULE OF DERIVATIVE LIABILITIES

	Fiscal Year 2026			Fiscal Year 2025
	$			$
Derivative liabilities, beginning of period - March 31		1,478,717			1,435,668
New issuance [Note 9]		-			649,533
Change in fair value of derivatives during period – September 30		6,155			533,126
Reduction due to preferred shares converted [Note 9]		(102,769	)		(969,150	)
Derivative liabilities, end of period		1,382,103			1,649,177

The lattice methodology was used to value the derivative components of Series A Preferred Stock, using the following assumptions during the six months ended September 30, 2025, and 2024:

	September 30, 2025		September 30, 2024
Dividend yield (%)		12		12
Risk-free rate for term (%)		3.8 – 4.3		4.1 - 5.1
Volatility (%)		143.3 – 194.2		91.2 - 132.5
Remaining terms (Years)		0.25 – 0.46		0.67 - 1.59
Stock price ($ per share)		0.26 – 0.58		0.24 - 1.14

The Monte Carlo simulation methodology was used to value the derivative components of Series B Preferred Stock, using the following assumptions during the six months ended September 30, 2025 and 2024:

	September 30, 2025		September 30, 2024
Dividend yield (%)		12		12
Risk-free rate for term (%)		3.7 – 4.4		3.7 - 5.1
Volatility (%)		121.7 – 185.8		126.4 - 182.2
Remaining terms (Years)		0.22 – 1.55		0.97 - 2
Stock price ($ per share)		0.29 – 0.69		0.24 - 1.34

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. A roll-forward of activity is presented below for the six months ended September 30, 2025 and 2024:

	Fiscal Year 2026			Fiscal Year 2025
	$			$

Balance beginning of period – March 31		424,200			991,866
Conversion to common shares		-			(490,972	)
Change in fair value of derivative liabilities		27,816			(32,515	)
Convertible note redemption		(8,433	)		(8,320	)
Balance end of period – September 30		443,583			460,059

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

The Monte-Carlo methodology was used to value the convertible note and warrant derivative components during the six months ended September 30, 2025 and 2024, using the following assumptions:

	September 30, 2025		September 30, 2024
Risk-free rate for term (%)		0.1 - 4.4		4.1 - 5.2
Volatility (%)		134 - 197.7		91.2 - 352.4
Remaining terms (Years)		0.22 - 1.55		0.25 - 0.5
Stock price ($ per share)		0.29 - 0.69		0.24 -1.45

9. STOCKHOLDERS’ DEFICIENCY

(a) Authorized and Issued Stock

As at September 30, 2025, the Company is authorized to issue 125,000,000 (March 31, 2025 – 125,000,000) shares of common stock ($0.001 and $0.001 par value), and 10,000,000 (March 31, 2025 – 10,000,000) shares of preferred stock ($0.001 and $0.001 par value), 20,000 of which (March 31, 2025 – 20,000) are designated shares of Series A preferred stock ($0.001 and $0.001 par value) and 600 (March 31, 2025 – 600) are designated shares of Series B preferred stock ($0.001 and $0.001 par value).

At September 30, 2025, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled 26,767,370 (March 31, 2025 – 26,241,967) shares; these were comprised of 26,791,608 (March 31, 2025 – 26,081,295) shares of common stock and 160,672 (March 31, 2025 – 160,672) exchangeable shares. At September 30, 2025, there were 201 shares of Series A Preferred Stock issued and outstanding (March 31, 2025 – 201), and 360 shares of Series B Preferred Stock issued and outstanding (March 31, 2025 – 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 September 30, 2025 and March 31, 2025.

(b) Series A Preferred Stock

The number of Series A Preferred Stock issued and outstanding as of September 30, 2025 and 2024 was 201 and 201, respectively.

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 for the Series A Preferred Stock to date has been $100 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 .purchase price. Dividends shall be paid quarterly unless the holder and the Company mutually agree to accrue and defer any such dividend.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

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; 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) subsequent to that issuance anniversary. The conversion price is equal to the greater of $0.001 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

● The Conversion Rate (and shares issuable upon conversion of the Series A Preferred Stock) will be appropriately adjusted to reflect stock splits, stock dividends business combinations and similar recapitalization.

● The holders shall be entitled to a proportionate share of certain qualifying distributions on the same basis as if they were holders of the Company’s common stock on an as converted basis.

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 and sale of 220 shares of the Company’s newly designated Series B Convertible Preferred Stock, at a purchase price of $9,091 per share, and after accounted for other issuance related costs, the net proceeds received was of $1,900,000.

During the three months ended March 31, 2024 a further 110 Series B preferred shares were issued for net proceeds of $925,000. During the year ended March 31, 2025, the Company issued a further 220 Series B preferred shares for net proceeds of $1,732,532.

During the three and six months ended September 30, 2025, no Series B preferred shares were issued and no related proceeds were received. During the three and six months ended September 30, 2024, 55 and 220 Series B preferred shares were issued for net proceeds of $420,000 and $1,732,532, respectively.

Pursuant to the initial purchase agreement, on September 19, 2023, the Company filed a certificate of designations of Series B Convertible Preferred Stock (the “Series B Certificate of Designations”) with the Nevada Secretary of State designating 600 shares of the Company’s shares of Preferred Stock as Series B Convertible Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Series B Preferred Stock. Each share of Series B Preferred Stock has a stated value of $10,000 per share.

The Series B Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all capital stock of the Company unless the holders of the majority of the outstanding shares of Series B Preferred Stock consent to the creation of other capital stock of the Company that is senior or equal in rank to the Series B Preferred Stock.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

Holders of Series B Preferred Stock will be entitled to receive cumulative dividends, in shares of common stock or cash on the stated value at an annual rate of 8% (which will increase to 15% if a Triggering Event (as defined in the Certificate of Designations) occurs. Dividends will be payable upon conversion of the Series B Preferred Stock, upon any redemption, or upon any required payment upon any Bankruptcy Triggering Event (as defined in the Series B Certificate of Designations).

Holders of Series B Preferred Stock will be entitled to convert shares of Series B Preferred Stock into a number of shares of common stock determined by dividing the stated value (plus any accrued but unpaid dividends and other amounts due) by the conversion price. The initial conversion price is $3.50, subject to adjustment in the event the Company sells common stock at a price lower than the then-effective conversion price. Holders may not convert the Series B Preferred Stock to common stock to the extent such conversion would cause such holder’s beneficial ownership of common stock to exceed 4.99% of the outstanding common stock. In addition, the Company will not issue shares of common stock upon conversion of the Series B Preferred Stock in an amount exceeding 19.9% of the outstanding common stock as of the initial issuance date unless the Company receives shareholder approval for such issuances.

Holders may elect to convert shares of Series B Preferred Stock to common stock at an alternate conversion price equal to 80% (or 70% if the Company’s common stock is suspended from trading on or delisted from a principal trading market or if the Company has effected a reverse split of the common stock) of the lowest daily volume weighed average price of the common stock during the Alternate Conversion Measuring Period (as defined in the Series B Certificate of Designations). In the event the Company receives a conversion notice that elects an alternate conversion price, the Company may, at its option, elect to satisfy its obligation under such conversion with payment in cash in an amount equal to 110% of the conversion amount.

At any time after the earlier of a holder’s receipt of a Triggering Event notice and such holder becoming aware of a Triggering Event and ending on the 20th trading day after the later of (x) the date such Triggering Event is cured and (y) such holder’s receipt of a Triggering Event notice, such holder may require the Company to redeem such holder’s shares of Series B Preferred Stock.

Upon any Bankruptcy Triggering Event (as defined in the Series B Certificate of Designations), the Company will be required to immediately redeem all of the outstanding shares of Series B Preferred Stock.

The Company will have the right at any time to redeem all or any portion of the Series B Preferred Stock then outstanding at a price equal to 110% of the stated value plus any accrued but unpaid dividends and other amounts due.

Holders of the Series B Preferred Stock will have the right to vote on an as-converted basis with the common stock, subject to the beneficial ownership limitation set forth in the Certificate of Designations.

On April 1, 2024, the Company filed an Amended Series B Certificate of Designations of Series B Convertible Preferred Stock (the “Amended Certificate of Designations”) with the Nevada Secretary of State. The Amended Series B Certificate of Designations removes the provision in the original certificate of designations for the Series B Convertible Preferred Stock filed on September 19, 2023 that provided the holders of the Series B Preferred Stock with the right to vote on an as converted basis with the Company’s common stock, subject to the beneficial ownership limitation set forth in the Certificate of Designations. The Amended Certificate of Designations provides that except as required by law, the Series B Preferred Stock is nonvoting. All other powers, preferences and relative, participating, optional or other rights of the Series B Preferred Stock remain unchanged.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

The Series B Preferred Stock was accounted for as Mezzanine Equity in accordance with ASC 480 - Distinguishing Liabilities from Equity and the embedded conversion and redemption features was separated from the host instrument and recognized as derivative liabilities with change in fair value at each reporting period end recognized in the consolidated interim statement of operations and comprehensive loss. (Note 8).

During the three months ended December 31, 2023, 40 Series B preferred shares and dividends accrued thereon were converted into 612,062 common shares. As a result of the conversion, the Company reduced the book value of mezzanine equity by $228,727 and reduced its accrued dividends liability by $16,789. The Company also reduced the fair value of derivative liabilities by $119,359 in relation to related to the shares converted. The Company recognized corresponding credits to common share par value and paid in capital.

During the three months ended March 31, 2024, 25 Series B preferred shares and dividends accrued thereon were converted into 320,321 to be issued common shares. As a result of the conversion, the Company reduced the book value of mezzanine equity by $142,908. The Company also reduced the fair value of derivative liabilities related to the shares converted by $ 75,523. The Company recognized corresponding credits to be issued common share par value and paid in capital.

During the year ended March 31, 2025, 100 Series B preferred shares and dividends accrued thereon were converted into 3,650,361common shares. As a result of the conversion, the Company reduced the book value of mezzanine equity by $571,629. The Company also reduced the fair value of derivative liabilities related to the shares converted by $351,214 related to the shares converted during the year ended March 31, 2025. The Company recognized corresponding credits to be issued common shares.

During the three months ended June 30, 2025, the Company issued 486,474 common shares to complete the settlement of a Series B preferred share conversion that was initiated and recognized during the year ended March 31, 2025. These issuances were made in accordance with the terms of the original conversion and did not result from a new conversion notice. No Series B preferred share conversions occurred during the three months ended June 30, 2025.

During the three months ended September 30, 2025, 25 Series B preferred shares and dividends accrued thereon were converted into 223,839 common shares. As a result of the conversion, the Company reduced the book value of mezzanine equity by $143,351 The Company also reduced the fair value of derivative liabilities related to the shares converted by $102,769 related to the shares converted during the year ended September 30, 2025. The Company recognized corresponding credits to be issued common shares.

A roll-forward of activity is presented below for the six months ended September 30, 2025:

	Fiscal Year 2026			Fiscal Year 2025
	$			$
Balance beginning of period – March 31		2,000,290			1,488,920
Net proceeds received pursuant to the issuance of preferred shares		-			1,732,532
Recognition of derivative liabilities (Note 8)		-			(649,533	)
Redemption in cash		(200,000	)
Conversion into common shares		(50,000	)		(285,814	)
Balance end of period – September 30		1,750,290			2,286,105

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

(d) Share issuances

Share issuances during the six months ended September 30, 2025

During the three months ended September 30, 2025, the Company issued 223,839 common shares to Series B preferred shareholders, as a result of a Series B preferred share conversion that was initiated and recognized during the three months ended September 30, 2025.

During the three months ended June 30, 2025, the Company issued 486,474 common shares to Series B preferred shareholders, in relation to the settlement of a Series B preferred share conversion that was initiated and recognized during the year ended March 31, 2025.

Share issuances during the six months ended September 30, 2024

During the three months ended September 30, 2024, the Company issued 287,802 common shares to Series C Convertible Note holders, in relation to shares to be issued obligation as of June 30, 2024, for Series C Convertible Note conversions.

During the three and six months ended September 30, 2024, the Company issued nil 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. During the three and six months ended September 30, 2024, the Company issued another 1,091,063 and 1,436,267 common shares to Series B preferred shareholders for an additional request to convert 25 and 50 Series B preferred shares, respectively (Note 9(c)).

During the three and six months ended September 30, 2024, convertible notes with a face value of $45,000 and $1,432,700, respectively, were converted into 121,043 and 1,753,554 common shares, respectively. As of September 30, 2024, 121,043 shares are recognized as an obligation for shares to be issued relating to the conversion. The fair value of common shares issued during the three and six months ended September 30, 2024, is $74,618 and $2,283,216, respectively, and is determined based on market price upon conversion. Total value of debt settled is of $68,167 and $2,145,929, respectively, which consisted of the face value of notes converted, accrued interest of $7,810 and $222,257, respectively, and relevant derivative liability of $15,357 and $490,972, respectively. The Company recognized a loss upon conversion of $6,451 and $137,287, respectively, representing the difference between the value of debt settled and fair value of shares issued and to be issued. (Note 5).

During the six months ended September 30, 2024, $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 $3,054,679 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.

In addition, during the six months ended September 30, 2024, the Company issued 70,000 common shares for services received with a fair value of $53,480 which was recognized as a general and administrative expense with a corresponding credit to additional paid-in capital.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

(e) Shares to be issued

Activity during the six months ended September 30, 2025

None.

Activity during the six months ended September 30, 2024

During the three months ended September 30, 2024, the Company issued 287,802 common shares to Series C Convertible Note holders, in relation to shares to be issued obligation as of September 30, 2024, for Series C Convertible Note conversions.

During the six months ended September 30, 2024, 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 three and six months ended September 30, 2024, the Company recorded the obligation for 40,000 and 50,000 shares to be issued with a fair value of $20,000 and $27,640 which was recognized as general and administrative expenses.

(f) Warrant issuances, exercises and other activity

Warrant exercises and issuances during the six months ended September 30, 2025

None.

Warrant exercises and issuances during the six months ended September 30, 2024

None.

Warrant activity during the six months ended September 30, 2025 is indicated below:

SCHEDULE OF WARRANTS OUTSTANDING

	Broker Warrants		Consultant and Noteholder Warrants		Warrants Issued on Convertible Notes		Total
As at March 31, 2025		808,927		1,438,994		868,098		3,116,019
As at September 30, 2025		808,927		1,438,994		868,098		3,116,019
Warrant issuance during the period		808,927		1,438,994		868,098		3,116,019

Exercise Price		$0.5 to $22.5		$0.43 to $14.40	$	4.18
Expiration Date		August 2026 to October 2033		March 2029 to Dec 2032		October 2027

(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.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

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 is 1,241,422 shares; provided that the maximum number of shares of stock that may be issued under the Plan will increases 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 three and six months ended September 30, 2025, the Company granted nil stock options and during the three and six months ended September 30, 2024, 250,000 and 291,559 stock options, respectively. The Company recorded stock-based compensation of $6,001 and $11,936, respectively, during the three and six months ended September 30, 2025 and $56,885 and $115,863, respectively, during the three months ended September 30, 2024, under selling, general and administrative expenses with corresponding credit to additional paid in capital.

As of September 30, 2025 Number of Options outstanding were 3,067,830 with the weighted average exercise price of $1.14.

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 six month periods ended September 30:

	September 30, 2025			September 30, 2024
Exercise price ($)		0.43 – 0.43			1.2
Risk free interest rate (%)		4.24 – 4.33			4.13
Expected term (Years)		1.46 – 5.00			5.5-6.5
Expected volatility (%)		113.9% - 142.2	%		107.7%-109.8	%
Expected dividend yield (%)		0			0
Fair value of option ($)		1.097 – 1.360			0.689-0.733
Expected forfeiture (attrition) rate (%)		0			0

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.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

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 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% of the fair market value on the commencement date, or (ii) an amount not less than 85% 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. 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. 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%.

	Fiscal Year 2026			Fiscal Year 2025
Right of Use Asset	$			$
Beginning balance at March 31		812,053			1,221,593
Amortization		(225,373	)		(198,275	)
Ending balance at September 30		586,680			1,023,318

	2026			2025
Lease Liability	$			$
Beginning balance at March 31		929,116			1,386,486
Repayment and interest accretion, net		(255,103	)		(219,283	)
Ending balance at September 30		674,013			1,167,203

SCHEDULE OF OPERATING LEASE LIABILITY

	September 30, 2025		March 31, 2025
Lease Liability	$		$
Current portion of operating lease liability		571,706		531,286
Noncurrent portion of operating lease liability		102,307		397,830

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

The operating lease expense was $310,059 for the six months ended September 30, 2025 (2024: $292,787) and included in the selling, general and administrative expenses. Operating cash flows from operating leases amounted to $299,396 and $218,448 during the six months ended September 30, 2025 and September 30, 2024, respectively.

The following table represents the contractual undiscounted cash flows for lease obligations as at September 30, 2025:

Calendar year	$
2025		600,288
2026		565,359
2027		-
Total undiscounted lease liability		1,165,647
Less imputed interest		491,634
Total		674,013

11. COMMITMENTS AND CONTINGENCIES

There are no claims against the Company that were assessed as significant, which were outstanding as at September 30, 2025 or March 31, 2025 and, consequently, no provision for such has been recognized in the condensed consolidated interim financial statements.

12. PROPERTY AND EQUIPMENT

During the year-ended March 31, 2022, the Company purchased leasehold improvements of $12,928 (useful life: 5 years) as well as furniture & fixtures of $16,839 (useful life: 5 years). There were no purchases of property and equipment during the six months ended September 30, 2025, and September 30, 2024. The Company recognized depreciation expense for these assets of $2,977 and $2,977, respectively, during the six months ended September 30, 2025, and 2024.

SCHEDULE OF PROPERTY AND EQUIPMENT

Cost	Office equipment		Leasehold improvement		Total
	$		$		$
Balance at March 31, 2025		16,839		12,928		29,767
Balance at September 30, 2025		16,839		12,928		29,767

Accumulated depreciation	Office equipment		Leasehold improvement		Total
	$		$		$
Balance at March 31, 2025		11,409		8,759		20,168
Depreciation for the period		1,684		1,293		2,977
Disposals		-		-		-
Balance at September 30, 2025		13,093		10,052		23,145

Net book value
Balance at March 31, 2025		5,430		4,169		9,599
Balance at September 30, 2025		3,746		2,876		6,622

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 (Unaudited)

(Expressed in US dollars)

13. SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events during the period from October 1 to November 14, 2025, the date the condensed consolidated interim financial statements were issued, pursuant to the requirements of ASC 855, and has determined the following material subsequent events:

	●	Pursuant to notice received by the Company on September 5, 2025 to convert Series B Convertible Preferred Stock with an aggregate stated value of $250,000 together with aggregate accrued dividends of $57,890, and the Company’s election to make a concurrent repayment $200,000 of these amounts in order to reduce the amount to be converted, as well as a concurrent net issuance of 223,839 shares, the Company received an additional notice to issue 86,191 shares at a conversion price of $0.34 per share, which were issued in October 2025.

	●	Pursuant to the Conversion Notice received by the Company on November 4, 2025, the holder converted 25 Series B Preferred Shares, representing an aggregate stated value of approximately $250,000, plus approximately $64,055 of accrued and unpaid dividends, into 919,912 shares of the Company’s common stock at a conversion price of $0.428 per share.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information contained herein, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on various factors and were derived utilizing numerous important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements. Important assumptions and other factors that could cause actual results to differ materially from those in the forward-looking statements, include but are not limited to: (a) any fluctuations in sales and operating results; (b) risks associated with international operations; (c) regulatory, competitive and contractual risks; (d) development risks; (e) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of enhanced sales force, new products, and customer service; (f) competition in the Company’s existing and potential future product lines of business; (g) the Company’s ability to obtain financing on acceptable terms if and when needed; (h) uncertainty as to the Company’s future profitability; (i) uncertainty as to the future profitability of acquired businesses or product lines; and (j) uncertainty as to any future expansion of the Company. Other factors and assumptions not identified above were also involved in the derivation of these forward-looking statements and the failure of such assumptions to be realized as well as other factors may also cause actual results to differ materially from those projected. The Company assumes no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements, except as may be required under applicable law. Past results are no guaranty of future performance. Any such forward-looking statements speak only as of the dates they are made. When used in this Report, the words “believes,” “anticipates,” “expects,” “estimates,” “plans,” “intends,” “will” and similar expressions are intended to identify forward-looking statements.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and footnotes thereto included in this Quarterly Report on Form 10-Q (the “Financial Statements”).

Company Overview

Biotricity Inc. (the “Company”, “Biotricity”, “we”, “us”, “our”) is a medical technology company focused on biometric data monitoring solutions. Our aim is to deliver innovative, remote monitoring solutions to the medical, healthcare, and consumer markets, with a focus on diagnostic and post-diagnostic solutions for lifestyle and chronic illnesses. We approach the diagnostic side of remote patient monitoring by applying innovation within existing business models where reimbursement is established. We believe this approach reduces the risk associated with traditional medical device development and accelerates the path to revenue. In post-diagnostic markets, we intend to apply medical grade biometrics to enable consumers to self-manage, thereby driving patient compliance and reducing healthcare costs. We intend to first focus on a segment of the diagnostic mobile cardiac telemetry market, otherwise known as COM, while providing our chosen markets with the capability to also perform other cardiac studies.

We developed our Bioflux® (“Bioflux”) COM technology, which has received clearance from the U.S. Food and Drug Administration (“FDA”), comprised of a monitoring device and software components, which we made available to the market under limited release on April 6, 2018, to assess, establish and develop sales processes and market dynamics. Full market release of the Bioflux device for commercialization occurred in April 2019. The fiscal year ended March 31, 2021 marked our first year of expanded commercialization efforts, focused on sales growth and expansion. In 2021, we commenced the initial launch of Bioheart, a direct-to-consumer heart monitor that offers the same continuous heart monitoring technology used by physicians. In addition to developing and receiving regulatory approval or clearance of other technologies that enhance our ecosystem, in 2022, we launched our Biocore Cardiac Monitoring Device (“Biocore”, previously branded as Biotres), a three-lead device for ECG and arrhythmia monitoring intended for lower risk patients, a much broader addressable market segment. We have since expanded our sales efforts to 35 states, and intend to expand further and compete in the broader US market using an insourcing business model. Our technology has a large potential total addressable market, which can include hospitals, clinics and physicians’ offices, as well as other Independent Diagnostic Testing Facilities (“IDTFs)”. We believe our technological and clinical advantage combined with our solution’s insourcing model, which empowers physicians with state-of-the-art technology and charges technology service fees for its use, has the benefit of a reduced operating overhead for us, and enables a more efficient market penetration and distribution strategy.

We are a technology company focused on earning utilization-based recurring technology fee revenue. The Company’s ability to grow this type of revenue is predicated on the size and quality of its sales force and their ability to penetrate the market and place devices with clinically focused, repeat users of its cardiac study technology. The Company plans to grow its sales force in order to address new markets and achieve sales penetration in the markets currently served.

Full market release of the Bioflux COM device for commercialization launched in April 2019, after receiving its second and final required FDA clearance. To commence commercialization, we ordered device inventory from our FDA-approved manufacturer and hired a small, captive sales force, with deep experience in cardiac technology sales; we expanded on our limited market release, which identified potential anchor clients who could be early adopters of our technology. We then expanded our sales force and geographic footprint.

In 2021, we received a 510(k) clearance from the FDA for our Bioflux Software II System, engineered to improve workflows and reduce estimated review time from 5 minutes to 30 seconds. This improvement in review time reduces operational costs and allows us to continue to focus on excellent customer service and industry-leading response times to physicians and their at-risk patients. Additionally, these advances mean we can focus our resources on high-level operations and sales.

During 2021 and the early part of 2022, we also commercially launched our Bioheart technology, which is a consumer technology whose development was forged from the prior development of the clinical technologies that are already part of our technology ecosystem, the Biosphere. In recognition of our product development, in November 2022, Bioheart received recognition as one of TIME’s Best Inventions of 2022.

The COVID-19 pandemic has highlighted the importance of telemedicine and remote patient monitoring technologies. We continue to develop a telemedicine platform, with capabilities of real-time streaming of medical devices. Telemedicine offers patients the ability to communicate directly with their health care providers without the need of leaving their home. Telemedicine aligns with our technology platform and facilitates remote visits and remote prescriptions for cardiac diagnostics; it can also serve as a means of establishing referral and other synergies across the network of doctors and patients that use the technologies we are building within the Biotricity ecosystem. We intend to continue to provide improved care to patients that may otherwise elect not to go to medical facilities and continue to provide economic benefits and cost savings to healthcare service providers and payers that reimburse. Our goal is to position ourselves as an all-in-one cardiac diagnostic and disease management solution. We continue to grow our data set of billions of patient heartbeats, allowing us to further develop our predictive capabilities relative to atrial fibrillation and arrythmias.

In January 2022, we received the 510(k) FDA clearance of our Biocore (previously named Biotres) patch solution, which is a novel product in the field of Holter monitoring. This three-lead technology can provide connected Holter monitoring that is designed to produce more accurate arrythmia detection than is typical of competing remote patient monitoring solutions. It is also foundational, since already developed improvements to this technology will follow which are not known by us to be currently available in the market, for clinical and consumer patch solution applications. In October 2023, we launched the cellular version of this device, the Biocore Pro.

In October 2022, we launched Biocare, after successfully piloting this technology in two facilities that provide cardiac care to more than 60,000 patients. This technology and other consumer technologies and applications such as the Biokit and Biocare have been developed to allow us to transform and use our strong cardiac footprint to expand into remote chronic care management solutions that will be part of the Biosphere. The technology puts actionable data into the hands of physicians to assist them in making effective treatment decisions quickly. During March 2023, we launched our patient-facing Biocare app on Android and Apple app stores. This further allows us to expand our footprint in providing full-cycle chronic care management solutions to our clinic and patient network. In January 2024, we appointed Dr. Fareeha Siddiqui, a scientist and expert in community health and diagnostics, to the position of VP of Healthcare to spearhead the roll-out and Biocare adoption to existing and new customers.

We are also developing several other ancillary technologies, which will require further FDA clearances, which we anticipate applying for within the next twelve months. Among these are:

	●	advanced ECG algorithms and analysis software for further improvements in sensitivity and specificity to analyze and synthesize patient ECG monitoring data with the purpose of distilling it down to the important information that requires clinical intervention, while reducing the amount of human intervention necessary in the process;

	●	the Biocore® 2.0, which is the next generation of our award winning Biocore®

We identified the importance of recent developments in accelerating our path to profitability, including the launch of important new products identified, which have a ready market through cross-selling to existing large customer clinics, and large new distribution partnerships that allow us to sell into large hospital networks.

Additionally, in September 2022, we were awarded a NIH Grant from the National Heart, Blood, and Lung Institute for AI-Enabled real-time monitoring, and predictive analytics for stroke due to chronic kidney failure. This is a significant achievement that broadens our technology platform’s disease space demographic. The grant focuses on Bioflux-AI as an innovative system for real-time monitoring and prediction of stroke episodes in chronic kidney disease patients. We received $238,703 under this award in March 2023, which we used to defray research and development and other associated costs.

Our mission is to innovate and create transformative healthcare products while ensuring financial discipline, to drive margin and revenue growth to deliver value creation for our investors. Our commitment to innovation means that we harness data intelligently to explore novel avenues for enhancing healthcare outcomes.

As a result of providing our Bioflux and Biocore products, Biotricity has monitored well over two billion heartbeats for atrial fibrillation (afib), a leading cause of strokes. Over the past two years, these efforts have benefited over 28,000 patients diagnosed with afib, by providing them with the prospect of earlier medical intervention – which also produces significant healthcare savings to patients and the healthcare system.

We are expanding our AI technology development in remote cardiac care, leveraging proprietary AI technology to provide a suite of predictive monitoring tools to enhance new disease profiling, improve patient management, and revolutionize the healthcare industry for disease prevention.

We have also strengthened relationships with Amazon and Google. The healthcare AI market opportunity is projected to grow to $208.2 billion by 2030 according to Grand View Research. We have already established a strong foothold, having built a powerful proprietary cardiac AI model that combines Google’s TensorFlow, AWS infrastructure, big data and a continuous learning engine. This combination allows us to rapidly improve our cardiac technology. In the near future, we believe the capabilities of our cardiac AI model will allow us to support healthcare professionals in handling exponentially more patients while identifying the most critical data. This will enable healthcare workers to elevate the quality of care while serving a larger number of patients. As growing patient numbers further stress the shortage of healthcare professionals, our technology could help alleviate this pressing issue. We have engineered our technology to not only improve patient care and outcomes, but to do so in a manner that supports more patients. This has led to increasing sales of our remote cardiac monitoring devices and the ramp-up of our subscription-based service, increasing our recurring revenue over the past few quarters.

Increasing interest and demand continue to drive the adoption of our suite of products, which are focused on chronic cardiac disease prevention and management. Our efforts in commercialization and development have yielded tremendous progress in remote monitoring solutions for diagnostic and post-diagnostic products.

Results of Operations

The following table sets forth our results of operations for the six months ended September 30, 2025, and 2024.

	For the six months ended September 30,
	2025			2024			Period to Period Change
Revenue	$	7,759,788		$	6,468,589		$	1,291,199
Cost of revenue		1,461,490			1,646,247			(184,757	)
Gross profit		6,298,298			4,822,342			1,475,956
Gross Margin		81.2	%		74.6	%		6.6	%

Operating expenses:
Selling, general and administrative		4,443,573			5,214,983			(771,410	)
Research and development		1,298,961			1,031,877			267,084
Total operating expenses		5,742,534			6,246,860			(504,326	)
Profit (Loss) from operations		555,764			(1,424,518	)		1,980,282

Interest expense		(1,710,673	)		(1,520,748	)		(189,925	)
Accretion and amortization expenses		(355,713	)		(1,484,616	)		1,128,903
Change in fair value of derivative liabilities		(33,971	)		(500,619	)		466,648
Gain (loss) upon convertible promissory note conversion and redemption		8,433			(132,301	)		140,734
Other income		173,270			(193,486	)		366,756
Net loss before income taxes		(1,362,890	)		(5,256,288	)		3,893,398
Income taxes		—			—			—
Net loss before dividends	$	(1,362,890	)	$	(5,256,288	)	$	3,893,398

This is the second consecutive quarter that Company has reported positive profit from operations, before deducting various costs of capital such as interest and dividends.

Net loss before dividends for the six months ended September 30, 2025, demonstrate year-over-year revenue growth and improvements in key operating metrics. Specifically, our recurring technology fees, device sales, and gross margins all demonstrated positive growth while maintaining cost control through management’s efforts to ensure cost reduction and expense management in order to make progress on its plan to achieve positive cash flow and profitability.

Revenue and cost of revenue

The Company earned combined device sales and technology fee income of $7.8 million during the six months ended September 30, 2025 – 20% growth in revenue over the $6.5 million earned in the prior year comparable quarter.

Technology fee revenue increased to $6.9 million during the six months ended September 30, 2025, which is a 13.2% increase over the corresponding six-month period of the prior year. The majority of this revenue is recurring, and its growth can be attributed to strong customer retention that is supported by the quality of customer and cardiologist-friendly support services that emphasize accuracy of diagnostics and ease-of-use. Device sales comprised 11.3% of our total revenue, or $877 thousand for the six-month period ended September 30, 2025. Gross profit percentage was 81.2% for the six months ended September 30, 2025, compared to 74.6% in the corresponding prior year quarter. This increase in gross margin is a result of improved margins on technology fee revenue as well as significantly improved margin on device sales. Given consistent gross margin on technology fees of approximately 81.8%, and efficiencies gained in using AI in data processing as well as an evolving revenue mix where we expect technology fees to comprise an increasing proportion of revenue, we anticipate continued improvement in overall blended gross margin over time. Technology fees comprised 88.7% of total revenue for the six-month period ended September 30, 2025.

Operating Expenses

Total operating expenses for the six months ended September 30, 2025, were $5.7 million as compared to $6.2 million for the six months ended September 30, 2024. See further explanations below.

Selling, General and administrative expenses

Our selling, general and administrative expenses for the six months ended September 30, 2025 was $4.4 million, compared to approximately $5.2 million during the six months ended September 30, 2024 – a 15% reduction. The reduction was a result of increased monitoring of spending efficiency over our fixed general and administrative expenses in the current period.

Research and development expenses

For the six months ended September 30, 2025 we recorded research and development expenses of $1.3 million, compared to $1 million for the six months ended September 30, 2024. The research and development activity related to both existing and new products. The increase in research and development activity was a result of the timing of activities associated with the development of new technologies for our ecosystem and product enhancements.

Interest Expense

For the six months ended September 30, 2025 and 2024, we incurred interest expenses of $1.7 million and $1.5 million, respectively. The increase in interest expense during the current period was the result of an increase in borrowings when compared to the prior year period.

Accretion and amortization expenses

For the six months ended September 30, 2025 and 2024, we incurred accretion expenses of $0.36 million and $1.5 million, respectively. The expense for the quarter decreased due to full amortization of Convertible Notes Series C.

Change in fair value of derivative liabilities

For the six months ended September 30, 2025 and 2024, we recognized a loss of $34 thousand versus a loss of $501 thousand, respectively, related to the change in fair value of derivative liabilities. The fair value changes were largely attributed to the underlying change in our mezzanine equity, convertible notes and equity fair value.

Loss upon convertible promissory notes conversion

During the six months ended September 30, 2025 and 2024, we recorded a gain of $8 thousand versus a loss of $132 thousand, respectively, related to the redemption and conversion of our convertible promissory notes. The change of gain or loss upon conversion upon convertible notes conversion was largely the result of increased volumes of conversions in the current period as compared to comparable period in the prior year.

Other income (expense)

During the six months ended September 30, 2025, we recognized $173 thousand in net other income, which consisted of processing fees and late payment charges. During the six months ended September 30, 2024, we recognized $193 thousand in net other expense attributed to financing component provisions contained in our revenue contracts.

The following table sets forth our results of operations for the three months ended September 30, 2025, and 2024.

	For the three months ended September 30,
	2025			2024			Period to Period Change
Revenue	$	3,885,795		$	3,266,846		$	618,949
Cost of revenue		704,297			807,672			(103,375	)
Gross profit		3,181,498			2,459,174			722,324
Gross Margin		81.9	%		75.3	%		6.6	%

Operating expenses:
Selling, general and administrative		2,304,881			2,248,864			56,017
Research and development		602,798			517,982			84,816
Total operating expenses		2,907,679			2,766,846			140,833
Loss from operations		273,819			(307,672	)		581,491

Interest expense		(860,419	)		(752,075	)		(108,344	)
Accretion and amortization expenses		(202,141	)		(339,888	)		137,747
Change in fair value of derivative liabilities		(8,771	)		(193,757	)		184,986
Gain (loss) upon convertible promissory note conversion and redemption		—			(4,690	)		4,690
Other income		106,599			36,314			70,285
Net loss before income taxes		(690,913	)		(1,561,768	)		870,855
Income taxes		—			—			—
Net loss before dividends	$	(690,913	)	$	(1,561,768	)	$	870,855

Net loss before dividends for the three months ended September 30, 2025, demonstrate year-over-year revenue growth and improvements in key operating metrics. Specifically, our recurring technology fees, device sales, and gross margins all demonstrated positive growth while maintaining cost control through management’s efforts to ensure cost reduction and expense management in order to make progress on its plan to achieve positive cash flow and profitability.

Revenue and cost of revenue

The Company earned combined device sales and technology fee income of $3.9 million during the three months ended September 30, 2025 – 19% growth in revenue over the $3.3 million earned in the prior year comparable quarter.

Technology fee revenue increased to $3.5 million during the three months ended September 30, 2025, which is a 14.6% increase over the corresponding three-month period of the prior year. The majority of this revenue is recurring, and its growth can be attributed to strong customer retention that is supported by the quality of customer and cardiologist-friendly support services that emphasize accuracy of diagnostics and ease-of-use. Device sales comprised 9.6% of our total revenue, or $877 thousand for the three-month period ended September 30, 2025. Gross profit percentage was 81.9% for the three months ended September 30, 2025, compared to 75.3% in the corresponding prior year quarter. This increase in gross margin is a result of improved margins on technology fee revenue as well as significantly improved margin on device sales. Given strong gross margin on technology fees of approximately 82.3%, and efficiencies gained in using AI in data processing as well as an evolving revenue mix where we expect technology fees to comprise an increasing proportion of revenue, we anticipate continued improvement in overall blended gross margin over time. Technology fees comprised 90.4% of total revenue for the three-month period ended September 30, 2025.

Operating Expenses

Total operating expenses for the three months ended September 30, 2025, were $2.9 million compared to $2.8 million for the three months ended September 30, 2024. See further explanations below.

Selling, General and administrative expenses

Our selling, general and administrative expenses for the three months ended September 30, 2025, was $2.3 million, compared to approximately $2.2 million during the three months ended September 30, 2024 – a 2.5% increment. The increase was mainly driven by the increase in sales commissions due to higher revenue.

Research and development expenses

For the three months ended September 30, 2025, we recorded research and development expenses of $0.6 million, compared to $0.5 million for the three months ended September 30, 2024. The research and development activity related to both existing and new products. The increase in research and development activity was a result of the timing of activities associated with the development of new technologies for our ecosystem and product enhancements.

Interest Expense

For the three months ended September 30, 2025, and 2024, we incurred interest expenses of $0.86 and $0.8 million, respectively. The increase in interest expense during the current period was the result of an increase in borrowings compared to the prior year period.

Accretion and amortization expenses

For the three months ended September 30, 2025, and 2024, we incurred accretion expenses of $0.2 million and $0.3 million, respectively. The decrease in the current quarter is due to a comparatively lower number of convertible notes outstanding.

Change in fair value of derivative liabilities

For the three months ended September 30, 2025, and 2024, we recognized a loss of $9 thousand versus a loss of $194 thousand, respectively, related to the change in fair value of derivative liabilities. The fair value changes were largely attributed to the underlying change in our mezzanine equity, convertible notes and equity fair value.

Loss upon convertible promissory notes conversion

During the three months ended September 30, 2025, and 2024, we recorded a gain of $Nil versus a loss of $5 thousand, respectively, related to the redemption and conversion of our convertible promissory notes.

Other income (expense)

During the three months ended September 30, 2025, we recognized $107 thousand in net other income/expense, which consisted of loss on debt extinguishment, income from late payment charges, as well as income attributed to the financing component provisions contained in our revenue contracts. During the three months ended September 30, 2024, we recognized $36 thousand in net other expense attributed to non-operating costs from note modifications, transaction expense on the Series B preferred share issuance, and the financing component provisions contained in our revenue contracts.

EBITDA and Adjusted EBITDA

Earnings before interest, taxes, depreciation and amortization expenses (EBITDA) and Adjusted EBITDA, which are presented below, are non-generally accepted accounting principles (non-GAAP) measures that we believe are useful to management, investors and other users of our financial information in evaluating operating profitability. EBITDA is calculated by adding back interest, taxes, depreciation and amortization expenses to net income.

The Company has reported positive EBITDA for the second consecutive quarter. The Company reported EBITDA of $0.7 million for the six months ended September 30, 2025, compared to negative $2.3 million in the corresponding period of the prior year.

Adjusted EBITDA is calculated by excluding from EBITDA the effect of the following non-operational items: equity in earnings and losses of unconsolidated businesses and other income and expense, net, as well as the effect of special items that related to one-time, non-recurring expenditures. We believe that this measure is useful to management, investors and other users of our financial information in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. Further, the exclusion of non-operational items and special items enables comparability to prior period performance and trend analysis. See notes in the table below for additional information regarding special items.

We provide non-GAAP financial information to enhance the understanding of Biotricity’s GAAP financial information, and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess business performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies.

Management considers the EBITDA and adjusted EBITDA measures for the six month period ended September 30, 2025, which improved by 131.4% and 144%, respectively, when compared to the corresponding prior year period, to be indicators of the Company’s progress towards breakeven profitability as well as improvement towards operating cash-flow break-even.

EBITDA and Adjusted EBITDA

	Three months ended September 30, 2025			Three months ended September 30, 2024			Six months ended September 30, 2025			Six months ended September 30, 2024
	$			$			$			$
Net loss attributable to common stockholders		(772,323	)		(1,653,029	)		(1,526,616	)		(8,601,321	)
Add:
Provision for income taxes		—			—			—			—
Interest expense		860,419			752,075			1,710,673			1,520,748
Accretion and amortization expenses		202,141			339,888			355,713			1,484,616
Depreciation		1,488			1,488			2,977			2,977
Preferred stock dividends (2)		81,410			91,261			163,726			3,345,033
EBITDA		373,135			(468,317	)		706,473			(2,247,947	)

Add (Less)
Share based compensation (1)		11,936			56,885			11,936			115,863
Other (income)/loss (3)		(106,599	)		(36,314	)		(173,270	)		193,486
(Gain) loss upon convertible promissory notes conversion and redemption (3)		-			4,690			(8,433	)		132,301
Fair value change on derivative liabilities (3)		8,771			193,757			33,971			500,619
Adjusted EBITDA		287,243			(249,299	)		570,677			(1,305,678	)

Weighted average number of common shares outstanding		26,767,370			22,493,626			26,767,370			18,354,277

Adjusted Loss per Share, Basic and Diluted		0.014			(0.011	)		0.021			(0.071	)

(1) Share based compensation is a non-cash item therefore is removed from our adjusted EBITDA analysis

(2) Preferred stock dividend payment is at Company’s discretion and therefore is removed from our EBITDA analysis

(3) These items relate to financing transactions and therefore do not reflect the Company’s core operating activities

Translation Adjustment

Translation adjustment was a gain of $9 thousand versus a loss of $129 thousand for the three months ended September 30, 2025 and 2024, respectively. This translation adjustment represents gains and losses that result from the translation of currency in the financial statements from our functional currency of Canadian dollars to the reporting currency in U.S. dollars over the course of the reporting period.

Liquidity and Capital Resources

Management has noted the existence of substantial doubt about our ability to continue as a going concern. Additionally, our independent registered public accounting firm included an explanatory paragraph in the report on our financial statements as of and for the years ended March 31, 2025 and 2024, noting the existence of substantial doubt about our ability to continue as a going concern. Our existing cash deposits may not be sufficient to fund our operating expenses through at least twelve months from the date of this filing. To continue to fund operations, we will need to secure additional funding through public or private equity or debt financings, through collaborations or partnerships with other companies or other sources. We may not be able to raise additional capital on terms acceptable to us, or at all. Any failure to raise capital when needed could compromise our ability to execute our business plan. If we are unable to raise additional funds, or if our anticipated operating results are not achieved, we may need to reduce expenditures to extend the time period that existing resources can fund our operations. If we are unable to obtain the necessary capital, it may have a material adverse effect on our operations and the development of our technology, or we may have to cease operations altogether.

The development and commercialization of our product offerings are subject to numerous uncertainties, and we could use our cash resources sooner than we expect. Additionally, the process of developing our products is costly, and the timing of progress can be subject to uncertainty; our ability to successfully transition to profitability may be dependent upon achieving further regulatory approvals and achieving a level of product sales adequate to support our cost structure. Though we are optimistic with respect to our revenue growth trajectory and our cost control initiatives, we cannot be certain that we will ever be profitable or generate positive cash flow from operating activities.

The Company is in commercialization mode, while continuing to pursue the development of its next generation COM product as well as new products.

We generally require cash to:

	●	purchase devices that will be placed in the field for pilot projects and to produce revenue,

	●	launch sales initiatives,

	●	fund our operations and working capital requirements,

	●	develop and execute our product development and market introduction plans,

	●	fund research and development efforts, and

	●	pay any expense obligations as they come due.

The Company is in the early stages of commercializing its products. It is concurrently in development mode, operating a research and development program in order to develop an ecosystem of medical technologies, and, where required or deemed advisable, obtain regulatory approvals for, and commercialize other proposed products. The Company launched its first commercial sales program as part of a limited market release, during the year ended March 31, 2019, using an experienced professional in-house sales team. A full market release ensued during the year ended March 31, 2020. Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development and after additional equity and debt capitalization of the Company. The Company has incurred recurring losses from operations, and as at March 31, 2025, has an accumulated deficit of $139 million (2024: $128 million), the Company has a working capital deficit of $16 million (2024: $18 million).

On August 30, 2021 the Company completed an underwritten public offering of its common stock that concurrently facilitated its listing on the Nasdaq Capital Market. On August 1, 2024, the Company received a notice from Nasdaq stating that Nasdaq has determined to delist the Company’s shares of common stock on The Nasdaq Capital Market, effective at the open of business on August 5, 2024. Nasdaq reached its decision pursuant to Nasdaq Listing Rule 5550(b)(2) because the Company no longer complied with the minimum $35 million market value of listed securities. Following the suspension of trading on The Nasdaq Capital Market, the Company’s shares of common stock were again listed on the OTCQB under the symbol “BTCY.”

During the fiscal year ended March 31, 2023, the Company raised short-term loans and promissory notes, net of repayments of $1,476,121 from various lenders, and also raised convertible notes, net of redemptions of $2,355,318 from various lenders. During the fiscal year ended March 31, 2024, the Company raised short-term loans and promissory notes, net of repayments of $853,030 and convertible notes, net of redemptions of $2,962,386 from various lenders. The Company sold 36,897 common shares through use of its registration statement, for gross proceeds of $123,347, raising a net amount of $119,285 after paying a 3% placement fee and other issuance expenses. Additionally, on September 19, 2023, the Company entered into a securities purchase agreement with an institutional investor for the issuance and sale of 220 shares of the Company’s newly designated Series B Convertible Preferred Stock, at a purchase price of $9,091 per share (Note 9), or gross proceeds of $2,000,000. Net proceeds after issuance costs were $1,900,000. During the three months ending March 31, 2024, 110 Series B preferred shares were issued for net proceeds of $925,000.

During the three months and year ended March 31, 2025, convertible notes with a face value of $nil and $1,487,700 and accrued interest of $nil and $237,230, were converted into nil and 2,173,089 common shares, respectively. As of March 31, 2025, 581,599 shares are recognized as an obligation for shares to be issued relating to the conversions. The fair value of common shares issued during the three months and year ended March 31, 2025 is $nil and $2,431,178, respectively, and is determined based on market price upon conversion. Total value of debt settled is $nil and $ 2,234,232, respectively, which consisted of the face value of notes converted, accrued interest of $nil and $237,230, respectively, and relevant derivative liability of $nil and $509,303, respectively. The Company recognized a loss upon conversion of $nil and $196,945, respectively, representing the difference between the value of debt settled and fair value of shares issued and to be issued.

During the three months and the year ended March 31, 2025, convertible notes with a face value of $25,000 and $150,000 and accrued interest of $5,021 and $34,864, were redeemed for a cash payment of $30,021 and $184,864. The Company recorded a gain on redemption of $8,391 and $50,692 related to the conversion, representing the difference between the value of the debt settled and the cash payment value.

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 mature on their six-month anniversary of issuance and bear interest of 20%; $710,000 of the notes mature on their twenty four-month anniversary of issuance and bear interest of 10%; and $1,175,000 of the notes mature on their eighteen-month anniversary of issuance and bear not interest; all of the notes have conversion features that require the mutual consent of the investor and the Company. Since the conversion is not in control of the holder of the note, the Company did not recognize a derivative liability in connection with the conversion option of the Other Convertible Notes.

During period three months ended March 31, 2025, the Company also raised additional funding from private investors of $337 thousand in the form of promissory notes and convertible promissory notes.

On September 30, 2025, we had cash deposits in the aggregate of approximately $0.3 million.

This is the fifth consecutive three-month period in which the Company has reported positive Free Cash Flow, which is defined as the operating cash flow generated by the Company that is available to pay for dividend and interest obligations. Free Cash Flow is a non-generally accepted accounting principle (“non-GAAP”) measure that represents the cash that the Company generates from its operations after deducting cash used on operating expenses and any capital asset spending. Unlike other accounting measures such as earnings or net income, this measure of profitability excludes non-cash expenses, but includes spending on capital assets and changes in working capital on the Company’s Balance Sheet. This is a key measure that management and investors use to evaluate progress towards Company profitability.

	6 months ended September 30, 2025		6 months ended September 30, 2024
	$		$
Net cash used in operating activities		42,241		(1,891,299	)
Add:
Interest expense		1,710,673		1,520,748
Less:
Investment in capital assets		—		—
Free Cash Flows		1,752,914		(370,551	)

Weighted average number of common shares outstanding		26,767,370		18,354,277

Free Cash Flow per Share, Basic and Diluted		0.065		(0.020	)

The Company has developed and continues to pursue sources of funding that management believes will be sufficient to support the Company’s operating plan and alleviate any substantial doubt as to its ability to meet its obligations at least for a period of one year from the date of these consolidated interim financial statements.

As we proceed with the commercialization of the Biocore and Biocare products and continue their development, we expect to continue to devote significant resources on capital expenditures, as well as research and development costs and operations, marketing and sales expenditures.

Based on the above facts and assumptions, we believe our existing cash, along with anticipated near-term financings, will be sufficient to continue to meet our needs for the next twelve months from the filing date of this report. However, we will need to seek additional debt or equity capital to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. The terms of our future financing may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek additional funds through arrangements with collaborators or other third parties. There can be no assurance we will be able to raise this additional capital on acceptable terms, or at all. If we are unable to obtain additional funding on a timely basis, we may be required to modify our operating plan and otherwise curtail or slow the pace of development and commercialization of our proposed product lines.

The following is a summary of cash flows for each of the periods set forth below.

	For the Six Months Ended
	September 30,
	2025			2024
Net cash generated (used) in operating activities	$	42,241		$	(1,891,299	)
Net cash used in investing activities		—			—
Net cash provided by (used in) financing activities		(72,043	)		1,339,279
Net Increase (decrease) in cash	$	(29,802	)	$	(552,020	)

Net Cash Generated (Used) in Operating Activities

During the six months ended September 30, 2025, we generated cash in operating activities of $42 thousand. compared to $1.9 million cash used for the corresponding prior year period. The cash in operating activities was primarily due to selling expenses as well as research, product development, business development, marketing and general operations. The decrease in cash used reflects management’s concerted effort to contain costs while increasing revenues.

Net Cash Used in Investing Activities

Net cash used in investing activities was Nil and Nil during the six months ended September 30, 2025 and 2024.

Net Cash Provided by (Used in) Financing Activities

Net cash used in financing activities was $72 thousand compared to net cash provided of $1.3 million during the six months ended September 30, 2025 and 2024, respectively.

For the six months ended September 30, 2025, the net cash used by financing activities was primarily due to the proceeds from convertible promissory notes and short-term loan of $0.7 million, which is offset off by the payment of $0.6 million of term loan and redemption of preferred shares of $0.2 million.

For the six months ended September 30, 2024, the net cash provided by financing activities was primarily due to the issuance of Series B preferred stock of $1.7 million.

Critical Accounting Estimates

Our consolidated interim financial statements are prepared in accordance with GAAP. These accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expense during the periods presented. We believe that the estimates and judgments upon which we rely are reasonably based upon information available to us at the time that we make these estimates and judgments. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our 2025 Form 10-K/A filed on July 18, 2025.

During the six months ended September 30, 2025, there were no material changes to our critical accounting estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Form 10-K/A filed on July 18, 2025.

Recent Accounting Pronouncements

Refer to Note 3— Summary of Significant Accounting Policies to our condensed consolidated interim financial statements included elsewhere in this report for a discussion of recently issued accounting pronouncements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for a smaller reporting company.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, as well as recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to the Company.

Changes in Internal Control

There were no changes in the Company’s internal control over financial reporting that occurred during the three-month period ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to, and our property is not the subject of, any material legal proceedings. Regardless of outcome, litigation can have an adverse impact on us because of defence and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors

Not required for smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the quarter ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101		Inline XBRL Document Set for the financial statements and accompanying notes in Part I, Item 1, of this Quarterly Report on Form 10-Q.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 14^th day of November 2025.

BIOTRICITY INC.

By:	/s/ Waqaas Al-Siddiq
Name:	Waqaas Al-Siddiq
Title:	Chief Executive Officer
	(principal executive officer)

By:	/s/ John Ayanoglou
Name:	John Ayanoglou
Title:	Chief Financial Officer
	(principal financial and accounting officer)

BIOTRICITY INC. 10-Q