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~~U.S.~~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 ~~December~~June 3130, ~~2024~~2025

☐

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-11737

NORDICUS PARTNERS CORPORATION

(Name of small business issuer in its charter)

Delaware

04-3186647

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

280 South Beverly Dr., Suite 505, Beverly Hills, CA		90212
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number (310) 666-0750

Securities registered under Section 12(b) of the Exchange Act:

None		None
Title of each class		Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share

Indicate by check mark 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 (§ 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 the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 accounting 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 Act). Yes ☐ No ☒

As of ~~April~~August 219, 2025, there were 17,~~230~~866,~~090~~551 shares of the registrant’s Common Stock outstanding.

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	3
Item 1	Unaudited Condensed Consolidated Financial Statements	3
	Consolidated Balance Sheets at December 31, 2024 (unaudited) and March 31, 2024	3
	Condensed Consolidated Balance Sheets at June 30, 2025 (unaudited) and March 31, 2025	3
	Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended December 31, 2024 and 2023 (unaudited)	4
	Condensed Consolidated Statements of Operations and comprehensive income (loss) for the three months ended June 30, 2025 and 2024 (unaudited)	4
	Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended December 31, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended June 30, 2025 and 2024 (unaudited)	5
	Consolidated Statements of Cash Flows for the nine months ended December 2024 and 2023 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2025 and 2024 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2520
Item 3	Quantitative and Qualitative Disclosures About Market Risk	3226
Item 4	Controls and Procedures	3226
PART II	OTHER INFORMATION	3227
Item 1.	Legal Proceedings	3227
Item 1A.	Risk Factors	3227
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	3227
Item 3	Defaults Upon Senior Securities	3227
Item 4	Mine Safety Disclosures	3327
Item 5	Other Information	3327
Item 6	Exhibits	3327
	Signatures	3428

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

~~CONSOLIDATED~~CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31, 2024			March 31, 2024
	June 30, 2025			March 31, 2025
ASSETS		(Unaudited)
		(unaudited)
ASSETS
Current assets:
Cash	$	288,~~001~~418		$	4919,~~933~~914
Prepaid expenses and other current assets		49153,~~814~~041			—37,656
Total current assets		77161,~~815~~459			4957,~~933~~570
Website		11,189			7,640
In-process research and development		46,565,396			42,708,079
Intangible assets		423,232			—
Goodwill		27,793,029			25,490,751
Other assets		49,305			—
Investment in Mag Mile Capital, Inc.		1,550,000			1,925,000
Goodwill		57,409,992			—
Other assets		54,574			64,929
Investment in Mag Mile Capital, Inc.		1,750,000			1,750,000
Total assets	$	76,124,458		$	70,246,329
Total assets	$	59,721,533		$	1,807,573
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	~~608~~1,~~869~~619,103		$	51,~~019~~062,661
Deferred revenue		—			7,500
Total current liabilities		1,619,103			1,062,661
Related party payable		—			13,886
Deferred tax liability		10,244,387			9,318,414
Warrant liability (related party)		280,000			—
Total liabilities		11,863,490			10,381,075
Total current liabilities		888,869			26,405
Total liabilities		888,869			26,405
Commitments and contingencies		—			—
Stockholders’ equity:
Common Stock; $0.001 par value; 50,000,000 shares authorized; 17,197,826 and 1,110,226 shares issued and outstanding at December 31, 2024 and March 31, 2024, respectively		17,198			1,110
Preferred stock, Series A Junior; $0.001 par value; 500,000 shares authorized; no shares issued and outstanding		—			—
Preferred stock, undesignated; $0.001 par value; 4,500,000 shares authorized; no shares issued and outstanding		—			—
Preferred stock, value		—			—
Common Stock; $0.001 par value; 50,000,000 shares authorized; 17,341,502 and 17,252,502 shares issued and outstanding at June 30, 2025 and March 31, 2025, respectively		17,342			17,253
Treasury stock; 154 shares at cost		(30,328	)		(30,328	)
Additional paid-in capital		~~105~~106,~~072~~457,~~125~~673			45106,~~696~~047,~~761~~792
Accumulated other comprehensive loss		(47,887	)		(2,848	)
Accumulated other comprehensive income (loss)		5,808,015			615,385
Accumulated deficit		(4647,~~178~~991,~~444~~734	)		(4346,~~883~~784,~~527~~848	)
Total equity attributed to the parent		58,832,664			1,781,168
Total stockholders’ equity		64,260,968			59,865,254
Non-controlling interest		—			—
Total liabilities and stockholders’ equity	$	76,124,458		$	70,246,329
Total stockholders’ equity		58,832,664			1,781,168
Total liabilities and stockholders’ equity	$	59,721,533		$	1,807,573

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

~~CONSOLIDATED~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE ~~LOSS~~INCOME (~~Unaudited~~LOSS)

	2024			2023			2024			2023
	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2024			2023			2024			2023
Revenue	$	2,500		$	—		$	5,000		$	—
Operating expenses:
Officer compensation		518,654			30,158			617,200			87,751
Professional fees		158,712			43,728			230,922			120,521
Consulting expense		57,586			—			207,586			—
General and administrative		115,050			1,104			219,149			15,188
Research and development		417,808			—			761,017			—
Total operating expenses		1,267,810			74,990			2,035,874			223,460
Loss from operations		(1,265,310	)		(74,990	)		(2,030,874	)		(223,460	)
Other (expense) income:
Change in fair value of warrant liability (related party)		(280,000	)		—			(280,000	)		—
Interest expense		(1	)		—			(2	)		—
Other income		—			—			—			9,384
Total other (expense) income		(280,001	)		—			(280,002	)		9,384
Loss from operations before provision for income taxes		(1,545,311	)		(74,990	)		(2,310,876	)		(214,076	)
Provision for income tax		—			—			—			—
Net loss		(1,545,311	)		(74,990	)		(2,310,876	)		(214,076	)
Net loss attributable to noncontrolling interests		(9,348	)		—			(15,959	)		—
Net loss attributable to Nordicus Partners Corporation	$	(1,535,963	)	$	(74,990	)	$	(2,294,917	)	$	(214,076	)
Other comprehensive loss:
Foreign currency translation adjustment		(61,580	)		(5,052	)		(45,039	)		(8,217	)
Comprehensive loss	$	(1,597,543	)	$	(80,042	)	$	(2,339,956	)	$	(222,293	)
Net loss per share attributable to Nordicus Partners Corporation - basic and diluted	$	(0.13	)	$	(0.07	)	$	(0.35	)	$	(0.21	)
Weighted average common shares outstanding - basic and diluted		11,614,146			1,118,766			6,580,760			1,020,771

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

	2025			2024
	For the three months ended
	June 30,
	2025			2024
Revenue	$	—		$	—
Operating expenses:
Officer compensation		65,354			49,442
Professional fees		277,771			25,782
Consulting expense		—			150,000
General and administrative		65,112			32,945
Research and development		423,649			—
Total operating expenses		831,886			258,169

Loss from operations		(831,886	)		(258,169	)

Other (expense) income:
Change in fair value of investment		(375,000	)		—
Total other (expense) income		(375,000	)		—

Loss before provision for income taxes		(1,206,886	)		(258,169	)
Provision for income tax		—			—
Net loss	$	(1,206,886	)	$	(258,169	)

Other comprehensive income (loss):
Foreign currency translation adjustment		5,192,630			(230	)
Comprehensive income (loss)	$	3,985,744		$	(258,399	)

Net loss per share attributable to Nordicus Partners Corporation - basic and diluted	$	(0.07	)	$	(0.08	)

Weighted average common shares outstanding - basic and diluted		17,291,062			3,130,544

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

~~CONSOLIDATED~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2024~~2025 AND ~~2023 (Unaudited)~~2024

	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Stock			Issued	Income (Loss)			to Parent			Interest			Equity
	Common Stock				Preferred Stock, Series A Junior				Preferred Stock, Undesignated				Additional Paid-in		Accumulated			Treasury				Other Comprehensive			Total Equity Attributed			Non-Controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Stock				Income (Loss)			to Parent			Interest			Equity
Balance at March 31, 2024		1,110,226	$	1,110		—	$	—		—	$	—	$	45,696,761	$	(43,883,527	)	$	(30,328	)	-	$	(2,848	)	$	1,781,168		$	—		$	1,781,168
Common Stock issued in Orocidin business combination		3,800,000		3,800		—		—		—		—		18,046,200		—			—				—			18,050,000			—			18,050,000
Exercise of warrants		6,000		6		—		—		—		—		59,994		—			—				—			60,000			—			60,000
Common Stock issued for services		30,000		30		—		—		—		—		138,949		—			—				—			138,979			—			138,979
Forgiveness of debt - related party		—		—		—		—		—		—		13,886		—			—				—			13,886			—			13,886
Recognition of non-controlling interest		—		—		—		—		—		—		—		—			—				—			—			950,000			950,000
Net loss		—		—		—		—		—		—		—		(258,169	)		—				—			(258,169	)		—			(258,169	)
Foreign currency translation adjustment		—		—		—		—		—		—		—		—			—		-		(230	)		(230	)		—			(230	)
Balance at June 30, 2024		4,946,226		4,946		—		—		—		—		63,955,790		(44,141,696	)		(30,328	)	-		(3,078	)		19,785,634			950,000			20,735,634
Exercise of warrants		19,400		20		—		—		—		—		193,980		—			—				—			194,000			—			194,000
Orocidin issuance of common stock in capital raise		—		—		—		—		—		—		183,663		—			—				—			183,663			9,667			193,330
Net loss		—		—		—		—		—		—		—		(500,785	)		—				—			(500,785	)		(6,611	)		(507,396	)
Foreign currency translation adjustment		—		—		—		—		—		—		—		—			—		-		16,771			16,771			—			16,771
Balance at September 30, 2024		4,965,626		4,966		—		—		—		—		64,333,433		(44,642,481	)		(30,328	)	-		13,693			19,679,283			953,056			20,632,339
Stock-based compensation		—		—		—		—		—		—		488,096		—			—				—			488,096			—			488,096
Common Stock issued in Bio-Convert business combination, net		12,000,000		12,000		—		—		—		—		38,985,120		—			—				—			38,997,120			—			38,997,120
Common Stock issued to acquire remaining equity of Orocidin (See Note 10)		200,000		200		—		—		—		—		943,508		—			—				—			943,708			(943,708	)		—
Exercise of warrants		32,200		32		—		—		—		—		321,968		—			—				—			322,000			—			322,000
Net loss		—		—		—		—		—		—		—		(1,535,963	)		—				—			(1,535,963	)		(9,348	)		(1,545,311	)
Foreign currency translation adjustment		—		—		—		—		—		—		—		—			—		-		(61,580	)		(61,580	)		—			(61,580	)
Balance at December 31, 2024		17,197,826	$	17,198		—	$	—		—	$	—	$	105,072,125	$	(46,178,444	)	$	(30,328	)	-	$	(47,887	)	$	58,832,664		$	—		$	58,832,664

(Unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Stock			~~Issued~~Income (Loss)			~~Income~~to ~~(Loss)~~Parent			~~Equity~~Interest			Equity
					Preferred Stock,				Preferred Stock,				Additional									Common Stock to			Other			Total
	Common Stock				Preferred Stock, Series A Junior				Preferred Stock, Undesignated				Additional Paid-in			Accumulated			Treasury			Accumulated Other Comprehensive			Total Equity Attributed			Non- Controlling			Total Stockholders’
	Common Stock				Series A Junior				Undesignated				Paid in			Accumulated			Treasury			Be			Comprehensive			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Stock			Income (Loss)			to Parent			Interest			Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Stock			Issued			Income (Loss)			Equity
Balance at March 31, 2025		17,252,502	$	17,253		—	$	—		—	$	—	$	106,047,792			(46,784,848	)		(30,328	)		615,385			59,865,254		$	—			59,865,254
Balance at March 31, 2023		829,626	$	830		—	$	—		—	$	—	$	42,254,155			(42,197,663	)		(30,328	)		—			665		$	27,658
Issuance of common stock		89,000		89		—		—		—		—		409,881			—			—			—			409,970			—			409,970
Shares issued for stock investment		250,000		250		—		—		—		—		1,749,750			—			—			—			—			1,750,000
Foreign currency translation adjustment		—		—		—		—		—		—		—			—			—			5,192,630			5,192,630			—			5,192,630
Exercise of warrants		—		—		—		—		—		—		—			—			—			25,000			—			25,000
Net loss		—		—		—		—		—		—		—			(1,206,886	)		—			—			(1,206,886	)		—			(1,206,886	)
Net loss		—		—		—		—		—		—		—			(40,296	)		—			—			—			(40,296	)
Balance at June 30, 2025		17,341,502	$	17,342		—	$	—		—	$	—	$	106,457,673		$	(47,991,734	)	$	(30,328	)	$	5,808,015		$	64,260,968		$	—		$	64,260,968
Foreign currency translation adjustment		—		—		—		—		—		—		—			—			—			—			(61	)		(61	)
Balance at June 30, 2023		1,079,626		1,080		—		—		—		—		44,003,905			(42,237,959	)		(30,328	)		25,000			604			1,762,301
Exercise of warrants		8,000		8		—		—		—		—		79,992			—			—			—			—			80,000
Net loss		—		—		—		—		—		—		—			(98,790	)		—			—			—			(98,790	)
Foreign currency translation adjustment		—		—		—		—		—		—		—			—			—			—			(3,104	)		(3,104	)
Balance at September 30, 2023		1,087,626	$	1,088		—	$	—		—	$	—	$	44,083,897		$	(42,336,749	)	$	(30,328	)	$	25,000		$	(2,500	)	$	1,740,407
Balance		1,087,626	$	1,088		—	$	—		—	$	—	$	44,083,897		$	(42,336,749	)	$	(30,328	)	$	25,000		$	(2,500	)	$	1,740,407
Cash distribution to stockholder		—		—		—		—		—		—		(775	)		—			—			—			—			(775	)
Exercise of warrants		10,000		10		—		—		—		—		99,990			—			—			(25,000	)		—			75,000
Net loss		—		—		—		—		—		—		—			(74,990	)		—			—			—			(74,990	)
Foreign currency translation adjustment		—		—		—		—		—		—		—			—			—			—			(5,052	)		(5,052	)
Balance at December 31, 2023		1,097,626	$	1,098		—	$	—		—	$	—	$	44,183,112		$	(42,411,739	)	$	(30,328	)	$	—		$	(7,552	)	$	1,734,590
Balance		1,097,626	$	1,098		—	$	—		—	$	—	$	44,183,112		$	(42,411,739	)	$	(30,328	)	$	—		$	(7,552	)	$	1,734,590

The accompanying notes are an integral part of these unaudited consolidated financial statements.

	Common Stock				Preferred Stock, Series A Junior				Preferred Stock, Undesignated				Additional Paid-in		Accumulated			Treasury			Accumulated Other Comprehensive			Total Equity Attributed			Non- Controlling		Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Stock			Income (Loss)			to Parent			Interest		Equity
Balance at March 31, 2024		1,110,226	$	1,110		—	$	—		—	$	—	$	45,696,761		(43,883,527	)		(30,328	)		(2,848	)		1,781,168		$	—		1,781,168
Balance		1,110,226	$	1,110		—	$	—		—	$	—	$	45,696,761		(43,883,527	)		(30,328	)		(2,848	)		1,781,168		$	—		1,781,168
Common Stock issued in Orocidin business combination		3,800,000		3,800		—		—		—		—		18,996,200		—			—			—			19,000,000			—		19,000,000
Exercise of warrants		6,000		6		—		—		—		—		59,994		—			—			—			60,000			—		60,000
Common Stock issued for services		30,000		30		—		—		—		—		138,949		—			—			—			138,979			—		138,979
Forgiveness of debt - related party		—		—		—		—		—		—		13,886		—			—			—			13,886			—		13,886
Recognition of non-controlling interest in acquisition of Orocidin		—		—		—		—		—		—		—		—			—			—			—			450,000		450,000
Foreign currency translation adjustment		—		—		—		—		—		—		—		—			—			(230	)		(230	)		—		(230	)
Net loss		—		—		—		—		—		—		—		(258,169	)		—			—			(258,169	)		—		(258,169	)
Balance at June 30, 2024		4,946,226	$	4,946		—	$	—		—	$	—	$	64,905,790	$	(44,141,696	)	$	(30,328	)	$	(3,078	)	$	20,735,634		$	450,000	$	21,185,634
Balance		4,946,226	$	4,946		—	$	—		—	$	—	$	64,905,790	$	(44,141,696	)	$	(30,328	)	$	(3,078	)	$	20,735,634		$	450,000	$	21,185,634

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ~~(Unaudited)~~

	2024			2023
	For the Nine Months Ended
	December 31
	2024			2023
Cash flows from operating activities:
Net loss	$	(2,310,876	)	$	(214,076	)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for services		138,979			—
Stock-based compensation		488,096			—
Change in fair value of warrant liability (related party)		280,000			—
Amortization of website costs		3,608			—
Changes in assets and liabilities:
Prepaid expenses and other current assets		(19,908	)		(5,379	)
Receivables		—			44,481
Other assets		(49,305	)		—
Accounts payable and accrued expenses		569,889			36,097
Related party payable		—			(12,127	)
Net cash used in operating activities		(899,517	)		(151,004	)
Cash flows from investing activities:
Cash paid for website costs		(2,374	)		—
Cash acquired in business combinations		158,548			—
Net cash provided by investing activities		156,174			—
Cash flows from financing activities:
Advance from related party		—			11,635
Cash distribution to stockholder		—			(775	)
Cash paid for stock issuance costs in business combinations		(2,880	)		—
Proceeds from Orocidin issuance of common stock in capital raise		193,330			—
Proceeds from exercise of warrants		576,000			180,000
Net cash provided by financing activities		766,450			190,860
Net change in cash		23,107			39,856
Effect of exchange rate on cash		(45,039	)		(8,217	)
Cash at beginning of period		49,933			7,149
Cash at end of period	$	28,001		$	38,788
Supplemental disclosures of non-cash information:
Common Stock issued for shares of Mag Mile Capital, Inc.	$	—		$	1,750,000
Common Stock issued for the acquisition of Bio-Convert	$	39,000,000		$	—
Common Stock issued for the acquisition of Orocidin	$	18,993,708		$	—
Forgiveness of debt - related party	$	13,886		$	—

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

	2025			2024
	For the three months ended
	June 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(1,206,886	)	$	(258,169	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		—			138,979
Change in fair value of investment		375,000			—
Amortization of website costs		—			1,402
Changes in assets and liabilities:
Prepaid expenses and other current assets		(114,969	)		(122,618	)
Other assets		23,325			—
Accounts payable and accrued expenses		609,328			30,357
Deferred revenue		(2,500	)		(7,500	)
Foreign currency remeasurement		(108,996	)		—
Net cash used in operating activities		(425,698	)		(217,549	)

Cash flows from investing activities:
Cash acquired in business combinations		—			134,572
Net cash provided by investing activities		—			134,572

Cash flows from financing activities:
Proceeds from issuance of common stock		409,970			—
Proceeds from exercise of warrants		—			60,000
Net cash provided by financing activities		409,970			60,000

Net change in cash		(15,728	)		(22,977	)
Effect of exchange rate on cash		4,232			(230	)
Cash at beginning of period		19,914			49,933
Cash at end of period	$	8,418		$	26,726

Supplemental disclosure of cash flow information:
Income taxes paid	$	—		$	—
Interest paid	$	—		$	—
Supplemental disclosures of non-cash information:
Common Stock issued for the acquisition of Orocidin	$	—		$	18,050,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NORDICUS PARTNERS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(Unaudited)~~

~~DECEMBER~~June 3130, ~~2024~~2025

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Nordicus Partners Corporation (the “Company,” or “Nordicus” or “we”) was founded in 1993 as a subsidiary of PolyMedica Corporation. On January 31, 2020 (the “Closing Date”), we completed the sale of substantially all of our assets (the “Asset Sale”) for a total purchase price of $7,250,000 pursuant to an Asset Purchase Agreement entered into between us and Mitsubishi Chemical Performance Polymers, Inc., a Delaware corporation (“MCPP”). Prior to the Closing Date, we developed and manufactured advanced polymer materials which provided critical characteristics in the design and development of medical devices. Our biomaterials were marketed and sold to medical device manufacturers who used our advanced polymers in devices designed for treating a broad range of anatomical sites and disease states.

As a result of the Asset Sale, we ceased operating as a developer, manufacturer, marketer and seller of advanced polymers. Subsequent to the Closing Date, we became engaged in efforts to identify either an (i) operating company to acquire or merge with through an equity-based exchange transaction or (ii) investor interested in purchasing a majority interest in our Common Stock, whereby either transaction would likely result in a change in control.

On March 3, 2020, we filed a Certificate of Amendment to the Company’s Certificate of Incorporation. This amendment was unanimously approved by our Board of Directors, to change our name from AdvanSource Biomaterials Corporation to EKIMAS Corporation.

On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of 511,448 shares of our Common Stock, on a post-split basis, or approximately 90% of our total shares of Common Stock outstanding, for total cash consideration of $400,000. Reddington purchased the Common Stock in two tranches on October 12, 2021 and March 15, 2022.

Pursuant to the SPA, the Company effectuated a 1-for 50 reverse stock split on March 11, 2022 ~~(the “Reverse Split”)~~. Accordingly, on a post-split basis, the shares purchased in connection with the First Closing resulted in Reddington owning 42,273 shares of our Common Stock. As set forth in the SPA, Reddington then purchased from us on March 15, 2022, an additional 469,175 shares of our Common Stock, on a post-split basis (the “Second Closing”). After the issuance thereof, Reddington owned 511,448 shares of our Common Stock, or approximately 90% of our total shares of Common Stock outstanding.

On February 23, 2023, the Company and ~~Managementselskabet~~NP afBioinnovation ~~12.08.2020~~ A/S (formerly Nordicus Partners A/S and Managementselskabet af 12.08.2020 A/S), a Danish stock corporation, consummated the transactions contemplated by a certain contribution agreement (the “Contribution Agreement”) by and among the Company, ~~Nordicus~~NP Bioinnovation A/S, GK Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH”) (GK Partners, Rouf and LSPH are collectively referred to herein as the “Sellers”, and each individually as a “Seller”). Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to the Company all right, title and interest in and to one hundred percent (100%) of the issued and outstanding capital stock of ~~Nordicus~~NP Bioinnovation A/S for an aggregate of 250,000 shares of the Company’s Common Stock, par value $0.001 per share. As a result of this transaction, NP ~~Nordicus~~Bioinnovation A/S became a 100% wholly owned subsidiary of the Company.

7On February 23, 2023, Tom Glaesner Larsen and Christian Hill-Madsen were appointed directors of the Company.

On February 23, 2023, Tom Glaesner Larsen and Christian Hill Madsen were appointed directors of the Company. Mr. Hill-Madsen continues as Chairman of the Board of Orocidin A/S, of which the Company acquired 100% of the outstanding shares in exchange for shares of the Company.

On May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD.

On June 1, 2023, the Company acquired a 4.99% interest in Mag Mile Capital, Inc. (“Mag Mile Capital”), a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New York, Massachusetts, Connecticut, Florida, Texas and Nevada. Mag Mile Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs,.

On June 9, 2023, Tom Glaesner Larsen resigned from the Company’s Board of Directors, and the remaining board members appointed Henrik Keller as his replacement.

On November 29, 2023, the Company’s subsidiary, Nordicus Partners A/S, changed its name to Managementselskabet af 12.08.2020 A/S. Subsequently on March 10, 2025, Managementselskabet af 12.08.2020 A/S changed its name to NP Bioinnovation A/S.

On May 13, 2024, the Company and certain shareholders of Orocidin A/S (the “Orocidin Sellers”), a Danish stock corporation (“Orocidin”), entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Orocidin Sellers sold to the Company 525,597 shares of the capital stock of Orocidin (the “Orocidin Shares”), representing 95.0% of Orocidin’s outstanding shares of capital stock. In exchange, the Company issued 3,800,000 restricted shares of its Common Stock to the Orocidin Sellers. The transaction was consummated on May 13, 2024. Orocidin A/S, is a ~~clinical~~preclinical-stage ~~biopharmaceutical~~biotechnology company which is advancing the next ~~generation~~ generation of periodontitis therapies.

On June 3, 2024, Mr. Christian Hill-Madsen resigned as a director of the Company and Peter Severin was appointed as his replacement.

On November 8, 2024, the Company effected a 1:10 reverse stock split of its Common Stock.

On November 11, 2024, the Company announced that it entered into an agreement with Bio-Convert ~~ApS~~A/S (“Bio-Convert”) to acquire 100% of the outstanding shares of Bio-Convert in exchange for 12,000,000 restricted shares of the Company’s Common Stock. Bio-Convert is a Denmark-based ~~clinical~~preclinical-stage ~~biopharmaceutical~~biotechnology company aiming to revolutionize the treatment of oral leukoplakia by minimizing or removing oral leukoplakia lesions in order to further reduce the risk of such lesions resulting in the development of oral cancer in patients.

On November 12, 2024, the Company entered into an agreement with Orocidin A/S to acquire the remaining 29,663 outstanding shares, or approximately 5%, of Orocidin A/S. In exchange, the Company issued 200,000 shares of restricted Common Stock to the selling shareholders of Orocidin. Upon closing of the acquisition, Orocidin A/S became a 100% wholly owned subsidiary of the Company.

On August 7, 2025, (1) Henrik Keller resigned from the Board of Directors of the Company, (2) the Board increased its size from three to five members and (3) appointed Torben S. Jensen, Kim T. Mücke and Andrew J. Ritter to fill the resulting vacancies.

Description of Business

Since the current leadership assumed control of Nordicus, the Company has evolved into a business accelerator and holding company dedicated to helping Nordic life sciences companies succeed in the American market. By combining Nordic innovation with U.S. operational expertise, the Company endeavors to create a distinct advantage in identifying, scaling, and exiting high-potential companies in fast-growing markets with unmet medical needs. Nordicus’ mission is to back high-growth ventures and transformative innovations in the life sciences sector. Nordicus’ portfolio diversification strategy aims to positions it as a stable and resilient company, mitigating risk with significant upside potential.

Nordicus’ current life sciences portfolio consists of two preclinical biotechnology companies in Orocidin A/S and Bio-Convert A/S led by the accomplished pharmacologist, Allan Wehnert, who serves as CEO of both companies.

Orocidin A/S is developing a proprietary first-of-its-kind medical treatment for aggressive periodontitis. Most recently, Orocidin A/S successfully completed a 14-day toxicology study in hamsters and a test of effectiveness in a Beagle Dog Study, respectively.

Bio-Convert A/S is focused on a treatment against oral leukoplakia (OLK) – an oral potentially malignant disorder – by developing a novel proprietary mucoadhesive oral topical formulation designed to treat and reduce dysplasia levels, potentially offering a curative solution for oral leukoplakia. Most recently, Bio-Convert A/S received positive and constructive scientific advice from the Danish Medicines Agency (DKMA) regarding its lead candidate, QR-02, as a treatment for oral leukoplakia.

The companies’ innovative breakthroughs are further strengthened by their oral formulations ensuring prolonged adhesion for 12-24 hours and controlled release of the active ingredient, enhancing drug efficacy and patients’ outcomes – a major advancement over normal gels and creams.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting ~~principles~~ principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three ~~and nine~~ months ending ~~December~~June 3130, ~~2024~~2025 and ~~2023~~2024, and not necessarily indicative of the results to be expected for the full year ending March 31, ~~2025~~2026. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, ~~2024~~2025.

Reverse Stock Split

On November 8, 2024, the Company effectuated a 1-for-10 reverse stock split of its issued and outstanding Common Stock, rounding up to account for any fractional shares ~~(the “Reverse Stock Split”)~~. The ~~Reverse~~reverse ~~Stock~~stock ~~Split~~split had no effect on the Company’s authorized shares of Common Stock or Preferred Stock and the par value of both ~~will~~remained ~~remain~~ unchanged at $0.001. All Common Stock share, warrant and per share amounts (except our authorized but unissued shares) have been retroactively adjusted in these unaudited condensed consolidated financial statements and related disclosures.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill, and the fair value of assets acquired and liabilities assumed in business combinations~~, and the fair value of its outstanding warrants~~.

Concentration of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We also maintain cash in foreign bank accounts that are not federally insured. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

Cash and Cash Equivalents

Cash amounts include cash on hand and cash on deposit with banks. The Company considers all highly liquid investments with a maturity of ~~three~~ three months or less when purchased to be cash equivalents. There were no cash equivalents as of ~~December 31~~June 30, ~~2024~~2025 and March 31, ~~2024~~2025.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, ~~Managementselskabet~~ afNP ~~12.08.2020~~Bioinnovation A/S, Orocidin A/S, and Bio-Convert ~~ApS~~A/S. All significant intercompany transactions have been eliminated in consolidation.

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation and used by chief operating decision-maker in deciding how to allocate resources and assess performance. The Company and the Company’s Chief operating decision-maker (“CODM”), the Company’s chief executive officer, view the Company’s operations and manages its business as a single operating segment. See Note 12 for more information.

Translation Adjustment

The reporting currency of the Company is U.S. Dollars. The accounts of the Company’s subsidiaries are maintained in Danish krone. According to Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, stockholders’ equity transactions are translated at the historical rates and statement of operations accounts are translated at the average exchange rate for the period. The resulting translation adjustments are reported in other comprehensive income (loss ) in accordance with ASC Topic 220, Reporting Comprehensive Income (“ASC 220”) in the unaudited condensed consolidated statements of operations and in accumulated other comprehensive income (loss) as a component of stockholders’ equity.

Comprehensive Income (Loss)

Comprehensive income (loss) is comprised of net loss and all changes to the unaudited condensed consolidated statements of stockholders’ equity, except changes in paid-in capital and distributions to shareholders. Comprehensive income (loss) is inclusive of net loss and foreign currency translation adjustments.

Research and Development Costs

Research and development costs consists primarily of costs associated with Orocidin and Bio-Convert’s ongoing research and development efforts. Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received.

Stock-based Compensation

The Company accounts for stock-based compensation using the provisions of ASC Topic 718, Stock Compensation, which requires the recognition of the fair value of stock-based compensation. Stock-based compensation is estimated at the grant date based on the fair value of the awards. The Company accounts for forfeitures of grants as they occur. Compensation cost for service awards is recognized using the straight-line method over the vesting period. Compensation cost for performance awards is recognized when the vesting condition becomes probable of occurring. Stock-based compensation is included in officer compensation, general and administrative, research and development, and consulting expense in the unaudited condensed consolidated statements of operations and comprehensive loss.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses approximate their fair value because of the short maturity of those instruments.

The Company’s liability classified warrant issued on December 30, 2024 to GK Partners is considered to be a Level 3 financial instrument measured at fair value at issuance. Subsequent changes in fair value will be recognized each reporting period within the consolidated statement of operations and comprehensive loss.10

Distinguishing Liabilities from Equity

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the FASB ASC Topic 480, Distinguishing Liabilities from Equity, and ASC Topic 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC Topic 480, meet the definition of a liability pursuant to ASC Topic 480, and whether the warrants meet all of the requirements for equity classification under ASC Topic 815, including whether the warrants are indexed to the Company’s Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and on the date of issuance and for liability-classified awards, remeasured to fair value at each balance sheet date thereafter.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized in change in fair value of warrant liabilities in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

Net Loss per Share

Net loss per share is computed pursuant to ASC Topic 260, Earnings Per Share. Basic net loss per share is computed by dividing ~~net~~ net loss by the weighted average number of shares of Common Stock outstanding during the period. Diluted net loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of shares of Common Stock and potentially outstanding shares of Common Stock during the period. As of ~~December~~June 3130, ~~2024~~2025, there were 1900,~~961,500~~ 000 potentially dilutive shares of Common Stock from ~~liability~~ 75,000 equity-classified warrants~~, restricted~~ ~~stock units,~~ and 825,000 stock options. As of ~~December~~June 3130, ~~2023~~2024, there were ~~645~~626,~~500~~ 900 potentially dilutive shares of ~~Common~~common ~~Stock~~stock from ~~equity~~ equity-classified warrants. Diluted shares are not presented when the effect of the computations is anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the unaudited condensed consolidated financial statements from the acquisition date.

Goodwill

The Company assesses goodwill for impairment on an annual basis or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process of evaluating the potential impairment of goodwill requires significant judgment. In performing the Company’s annual goodwill impairment test, the Company is permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of the Company’s reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment, the Company considers certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is less than its carrying amount. The Company is also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If the Company chooses to undertake the qualitative assessment and concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then proceed to the quantitative impairment test. In the quantitative assessment, the Company compares the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded.

The Company assesses goodwill for impairment on an annual basis as of March 31 or more frequently when events and circumstances occur indicating that recorded goodwill may be impaired. The Company did not record an impairment charge during the three and nine months ended December 31, 2024.11

Indefinite-lived Intangible Assets

The Company accounts for its indefinite-lived intangible assets in accordance with ASC Topic 350, Intangibles - Goodwill and Other (“ASC 350”). Indefinite-lived intangible assets are not amortized but instead are reviewed for impairment annually, or more frequently if an event occurs or circumstances change which indicate that an asset might be impaired. Pursuant to ASC 350, the Company tests its indefinite-lived intangible assets, which consist of certain in-process research and development (IPR&D) assets acquired via the Company’s business combinations with Orocidin A/S and Bio-Convert ~~ApS~~A/S detailed in Note 10, for impairment by comparing their fair values to their carrying values. An impairment charge is recorded if the estimated fair value of such assets has decreased below their carrying values. The Company did not record an impairment charge during the three months ended June 30, 2025 and 2024.

Revenue Recognition

The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company determines revenue recognition through the following steps:

	●	Identification of a contract with a customer;
	●	Identification of the performance obligations in the contract;
	●	Determination of the transaction price;
	●	Allocation of the transaction price to the performance obligations in the contract; and
	●	Recognition of revenue when or as the performance obligations are satisfied.

In January 2024, the Company signed an agreement with Orocidin for which it recognized $2,500 in revenue during the ~~nine~~year ~~months~~ ended ~~December~~ March 31, ~~2024~~2025. Since Orocidin became a subsidiary in the quarter ended June 30, 2024, no more revenue is to be recognized under this agreement, but is eliminated as an intercompany transaction.

In June 2024, the Company signed an agreement with Bio-Convert for which it recognized $2,500 in revenue during the ~~three~~year ~~and nine months~~ ended ~~December~~March 31, ~~2024~~ 2025. Since Bio-Convert became a subsidiary in the quarter ended December 31, 2024, no more revenue is to be recognized under this agreement, but is eliminated as an intercompany transaction.

Non-controlling Interests

In accordance with ASC Topic 810, Consolidation (“ASC 810”), the Company assesses whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are variable interest entities (“VIEs”). For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE.

If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company – that is, the Company (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary.

Following the acquisition of 95% of Orocidin A/S in May 2024, the Company determined that Orocidin A/S was a VIE, and that the Company was the primary beneficiary. While the Company owned 95% of Orocidin A/S’s equity interests, the remaining equity interests in Orocidin A/S were owned by unrelated third parties, and the agreement with these third parties provided the Company with greater voting rights. Accordingly, the Company consolidated its interest in Orocidin A/S under the VIE rules and reflected the third parties’ interests in the ~~unaudited~~condensed consolidated financial statements as a non-controlling interest. The Company recorded this non-controlling interest at its initial fair value, adjusting the basis prospectively for the third parties’ share of the respective consolidated investments’ net income or loss or equity contributions and distributions. These non-controlling interests ~~are~~were not redeemable by the equity holders and ~~are~~were presented as part of permanent equity. Income and losses ~~are~~were allocated to the non-controlling interest holders based on its ~~economic~~ economic ownership percentage. Transactions with non-controlling interests that do not result in a loss of control are accounted for as equity transactions. Any difference between the fair value of the consideration paid or received and the carrying amount of the non-controlling interest is recognized in equity.

1312

In November 2024, the Company acquired the remaining 5% interest in Orocidin A/S. As a result, Orocdin A/S became a wholly owned subsidiary and iswas no longer considered a VIE. The noncontrolling interest in Orocidin was derecognized from the Company’s ~~unaudited~~condensed consolidated financial statements at the time of the acquisition of the remaining 5% interest. ~~Refer to Note 10 (“Business Combinations”) for more information regarding non-controlling interest recognized and derecognized related to the Orocidin A/S transactions.~~

Risks and Uncertainties

The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of research and development, clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company’s products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital.

Recently Issued Accounting Pronouncements

In ~~November~~December 2023, the FASB issued ASU 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740):, Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures,. ~~which will~~This ~~add~~Update ~~required~~enhances ~~disclosures~~the transparency ofand ~~significant~~usefulness ~~expenses~~of ~~for~~income ~~each~~tax ~~reportable segment~~disclosures, asparticularly ~~well~~in ~~as certain other disclosures to help investors understand how~~ the ~~CODM~~rate ~~evaluates~~reconciliation ~~segment~~table ~~expenses~~ and ~~operating~~disclosures ~~results~~about income taxes paid. The ~~new~~guidance ~~standard will~~ also ~~allow~~eliminates ~~disclosure~~certain ofexisting ~~multiple~~requirements ~~measures of~~related ~~segment~~to ~~profitability~~uncertain iftax ~~those~~positions ~~measures~~and ~~are~~unrecognized ~~used~~deferred totax ~~allocate resources and assess performance~~liabilities. The amendments ~~will~~in bethis ~~effective~~Update ~~for public~~are ~~companies~~effective for ~~fiscal~~annual ~~years~~periods beginning after December 15, ~~2023,~~2024. ~~and~~Early ~~interim~~adoption ~~periods~~of ~~within~~the ~~fiscal~~amendments ~~years~~is permitted ~~beginning~~for ~~after~~annual ~~December 15,~~financial ~~2024.~~statements ~~Early~~that ~~adoption~~have isnot ~~permitted~~yet been issued. The Company is ~~currently~~in the process of evaluating the impact of this new ~~accounting~~guidance ~~standard update~~ on its ~~unaudited~~ consolidated financial statements and anticipates reflecting the impact of adoption in its annual financial statements for the year ended March 31, 2026.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”), which will require additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. This ASU was further clarified by ASU 2025-01, Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses, which was issued in December 2024. The new standards require disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new standards will be effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact of these accounting standard updates on its financial statements.

The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - GOING CONCERN

The Company’s unaudited condensed consolidated financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has recognized nominal revenue and has incurred losses since inception resulting in an accumulated deficit of $4647,~~178~~991,~~444~~734 and held cash of $8,418 as of ~~December~~June 3130, ~~2024~~2025. As a result, the Company’s current funds will not be sufficient to meet ~~our~~its needs for more than twelve months from the date of issuance of these unaudited condensed consolidated financial statements. Accordingly, there is substantial doubt about the ability to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company’s recent acquisitions, its generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, and ~~the~~through private ~~placement~~placements of Common Stock ~~and the exercise of outstanding warrants~~. The unaudited condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

NOTE 4 - INVESTMENTS

On June 20, 2023, the Company and GK Partners ApS entered into a Stock Purchase and Sale Agreement, under which GK Partners ApS sold to the Company 5,000,000 restricted shares of common stock of Mag Mile Capital, Inc. (“Mag Mile”). The shares were restricted in that they were subject to a registration statement being filed on Form S-1 by Mag Mile on September 6, 2023. The Form S-1 became effective on July 5, 2024, removing the restriction on the shares. In exchange, the Company issued 250,000 restricted shares of its Common ~~Stock~~ Stock to GK Partners ApS. The shares were valued at $1,750,000, at a price of $7.00 per share, the closing stock price for the Company’s Common stock on the last business day before the agreement.

The Company accounts for its investment under the guidance of ASC Topic 321, Investments – – Equity Securities, which provides guidance for equity interests that meet the definition of an equity security. Equity interests with readily determinable fair values are carried at fair value with changes in value recorded in earnings. Investments without readily determinable fair values are accounted for using the measurement alternative which is at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company periodically evaluates its investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in the accompanying consolidated statements of operations and comprehensive (loss) income, and a new basis in the investment is established.

There is noan active market for the shares of Mag Mile as of ~~December 31~~June 30, ~~2024~~2025. Therefore, the investment ~~remains~~had ~~at cost until such time that there is~~ an ~~indicator of impairment or an~~ observable change in the value of Mag Mile’s shares that can be used to adjust the value of the Company’s investment in those shares. ~~The Company’s investment in Mag Mile is~~During ~~subject to changes and fluctuations based on their business activities and their ability to trade in~~ the ~~future. During the~~ three ~~and nine~~ months ended ~~December~~June 3130, ~~2024~~2025, the Company ~~did~~observed ~~not~~price ~~identify~~changes ~~any~~to ~~indicators~~the oftrading ~~impairment~~price orper ~~other~~share ~~observable~~of ~~price~~Mag ~~changes~~Mile’s common tostock ~~the~~and ~~cost~~recorded ~~basis~~a decrease of ~~the~~$375,000 ~~investment~~ in ~~Mag~~the ~~Mile~~Company’s investment.

NOTE 5 - RELATED PARTY TRANSACTIONS

Mr. Tom Glasner Larsen is the spouse of Mrs. Glaesner, CEO of GK Partners and was a member of our board of directors from February 23, 2023 until his voluntary retirement on June 9, 2023. He was a beneficial owner of a controlling interest in NP Bioinnovation A/S (formerly Managementselskabet af 12.08.2020 A/S ~~(formerly Nordicus Partners A/S~~) until its acquisition by the Company on February 23, 2023. He was also a beneficial owner of a controlling interest in Orocidin A/S until its acquisition by the Company on May 13, 2024, and a beneficial owner of a controlling interest in Bio-Convert A/S until its acquisition by the Company on November 11, 2024.

15Effective April 1, 2022, we issued to GK Partners, for financial services, a warrant (the “2022 GK Warrant”) to purchase up to 600,000 shares of our Common Stock at an exercise price of $10.00 per share, and which had an expiration date of December 31, 2023. The Company determined that the 2022 GK Warrant is not precluded from equity classification and was therefore recorded within additional paid-in capital on the Company’s consolidated balance sheets at its issuance date fair value. On December 22, 2023, the expiration date of the warrant, covering 570,500 remaining unexercised warrant shares, was extended to December 31, 2024. On December 31, 2024 the 2022 GK Warrant expired.

Effective ~~April~~December 130, ~~2022~~2024, wewarrants were issued to GK Partners, ~~for financial services, a warrant~~ (the “~~2022~~2024 GK Warrant”) to purchase up to ~~600~~1,000 ,000 shares of ~~our~~the Company’s Common Stock at an exercise price equal to the greater of $108.0091 ~~per share,~~ and ~~which~~the ~~had~~daily anvolume ~~expiration~~weighted ~~date~~average price of ~~December~~the ~~31, 2023. The Company~~Common ~~determined~~Stock ~~that~~for the ~~2022~~ten GKtrading ~~Warrant~~days isimmediately ~~not~~preceding ~~precluded~~the ~~from~~date ~~equity~~of ~~classification~~exercise. ~~and~~The ~~will~~2024 ~~therefore~~GK beWarrant ~~recorded~~was ~~within~~scheduled ~~additional~~to ~~paid-in capital~~expire on ~~the~~December ~~Company’s~~31, 2025. ~~consolidated~~The ~~balance~~Company ~~sheets~~determined atthat ~~its~~the ~~issuance~~2024 ~~date~~GK ~~fair~~Warrant ~~value.~~was Onprecluded ~~December~~from ~~22,~~being ~~2023,~~classified ~~the~~within ~~expiration~~equity ~~date of~~and ~~the~~was ~~warrant,~~liability ~~covering~~classified under ~~570,500~~ASC ~~remaining~~Topic ~~warrant shares~~815, ~~was~~Derivatives ~~extended~~and ~~to December 31, 2024~~ Hedging. During the year ended March 31, ~~2024~~2025, GK Partners exercised a portion of its ~~warrant~~2024 GK Warrant for a total of 3035,~~600~~176 shares. The exercise price ~~was~~ranged from $108.0091 to $8.95 per share for total proceeds of $~~306~~313,~~000~~455. ~~During~~On ~~the~~March 31, ~~quarter ended June 30~~2025, the 2024, GK ~~Partners~~Warrant ~~exercised a portion of its warrant for 6,000 shares. The exercise price~~ was ~~$10~~terminated.00 ~~per~~Immediately ~~share~~prior ~~for~~to ~~total~~the ~~proceeds of $60~~termination,~~000.~~ ~~During~~ the ~~quarter~~fair ~~ended~~value ~~September~~of ~~30,~~the 2024, GK ~~Partners~~Warrant ~~exercised~~was ~~a portion of its~~$167,000, ~~warrant~~which ~~for 19,400 shares. The exercise price~~ was ~~$10.00~~reclassified ~~per~~to ~~share~~additional ~~for~~paid ~~total~~in ~~proceeds~~capital ofdue ~~$194,000.~~to ~~During~~ the ~~quarter~~related ~~ended~~party ~~December 31,~~relationship ~~2024,~~with GK Partners. ~~exercised~~As ~~a portion~~ of ~~its~~March ~~warrant~~31, ~~for 32~~2025,~~200~~ ~~shares. The exercise price was $10.00 per share for total proceeds~~the ofCompany ~~$322,000.~~recognized Onno ~~December~~warrant ~~31,~~liability ~~2024~~on the ~~2022~~consolidated GKbalance ~~Warrant expired~~sheet.

Effective December 30, 2024, a new warrant was issued to GK Partners (the “2024 GK Warrant”) to purchase up to 1,000,000 shares of the Company’s Common Stock at an exercise price equal to the greater of $8.91 and the daily volume weighted average price of the Common Stock for the ten trading days immediately preceding the date of exercise. The 2024 GK Warrant expires on December 31, 2025. The Company determined that the 2024 GK Warrant is precluded from being classified within equity and will be liability classified under ASC Topic 815, Derivatives and Hedging. Therefore, as of the period ended December 31, 2024, the Company recognized a warrant liability on the unaudited consolidated balance sheet in the amount of $280,000, representing the fair value of the 2024 GK Warrant on that date. The measurement of fair value of the 2024 GK Warrants was determined utilizing a Monte Carlo Simulation model considering all relevant assumptions current as of December 31, 2024 presented in Note 6. The change in fair value resulting from the the issuance of 2024 GK Warrant was recognized in change in fair value of warrant liability (related party) in the amount of $280,000 on the unaudited consolidated statement of operations and comprehensive loss for the three and nine months ended December 31, 2024.14

On February 23, 2023, pursuant to the Contribution Agreement by and among the Company, Managementselskabet af 12.08.2020 A/S (formerly Nordicus Partners A/S), GK Partners, Henrik Rouf and LSPH, the Company issued 250,000 shares of its Common Stock.

As detailed in Note 4, on June 20, 2023, the Company and GK Partners entered into a Stock Purchase and Sale Agreement whereby the Company acquired equity interests in Mag Mile.

~~Mr.~~During ~~Bennett Yankowitz, our chief financial officer and director, was affiliated with legal counsel who provided us with general legal services (~~the ~~“Affiliate”). We recorded legal fees to the Affiliate of $53,678 and $0 for the~~ three months ended ~~December~~June ~~2024 and 2023~~30, ~~respectively~~2025, ~~and~~GK ~~$92,312~~Partners ~~and~~purchased ~~$19~~49,~~527~~000 ~~for~~shares of the ~~nine~~Company’s ~~months~~common ~~ended~~stock ~~December~~at ~~2024~~a ~~and~~price ~~2023,~~of ~~respectively~~$5.00 ~~As of December 31, 2024 and~~per ~~March~~share ~~31,~~for ~~2024,~~gross weproceeds ~~had~~of ~~no outstanding payable due to the Affiliate for either period~~$245,000.

~~Our~~Mr. ~~employment~~Bennett ~~agreement with Henrik Rouf~~Yankowitz, our chief ~~executive~~financial officer and director, ~~provided~~was ~~for~~affiliated awith ~~base~~legal ~~salary~~counsel ofwho ~~$72,000~~provided ~~per~~us ~~year,~~with ~~commencing~~general ~~April~~legal services 1,(the ~~2023,~~“Affiliate”). ~~and~~We ~~had~~recorded alegal ~~term~~fees ofto ~~one~~the ~~year.~~Affiliate Onof ~~April~~$294 8and $17,782 ~~2024~~for the ~~agreement~~three ~~was~~months ~~amended~~ended toJune ~~increase~~30, ~~Mr.~~2025 ~~Rouf’s~~and 2024, ~~annual~~respectively. ~~salary~~As toof ~~$120~~June 30,~~000~~ 2025 and toMarch 31, ~~extend~~2025, ~~the~~we ~~term~~had no outstanding payables due to ~~April~~the 1,Affiliate ~~2025~~for either period.

Our ~~consulting~~employment agreement with ~~Bennett~~Henrik ~~Yankowitz~~Rouf, our chief ~~financial~~executive officer ~~and a member of our board of directors~~, provided for a base salary of $3672,000 per year, commencing April 1, 2023, and had a term of ~~one~~1one year. On April 8, 2024 the agreement was amended to increase Mr. ~~Yankowitz~~Rouf’s annual salary to $60120,000 and to extend the term to April 1, 2025. On July 1, 2025 the agreement was amended to increase Mr. Rouf’s annual salary to $360,000 and to extend the term to July 1, 2026.

16Our consulting agreement with Bennett Yankowitz, our chief financial officer and a member of our board of directors, provided for a base salary of $36,000 per year, commencing April 1, 2023, and had a term of one year. On April 8, 2024 the agreement was amended to increase Mr. Yankowitz’s annual salary to $60,000 and to extend the term to April 1, 2025. On July 1, 2025 the agreement was amended to increase Mr. Yankowitz’s annual salary to $120,000 and to extend the term to July 1, 2026.

During the ~~nine~~three months ended ~~December~~June 3130, 2024, a related party forgave their payable of $13,886. The amount has been credited to additional ~~paid~~ paid in capital.

Effective June 3, 2024, Christian Hill-Madsen resigned from the Board of Directors of the Company, and the remaining Board members appointed Peter Severin as his replacement and as Chairman of the Board of Directors. Mr. Hill-Madsen will continue as ~~Chairman~~CEO of ~~the~~NP ~~Board~~Bioinnovation ~~of Orocidin~~ A/S, of which the Company acquired 100% of the outstanding shares in exchange for shares of the Company on February 23, 2023.

On June 3, 2024, the Company’s Board of Directors approved a compensation plan under which the Chairman of the Board of Directors will receive compensation of $20,000 per annum, and each other Director will receive compensation of $10,000 per annum, in consideration of their serving on the Corporation’s Board of Directors, payable in equal installments semiannually in arrears, commencing December 31, 2024, without proration for partial terms.

NOTE 6 - FAIR VALUE MEASUREMENTS

The following tables provide information related to the Company’s assets and liabilities measured at fair value on a recurring basis as of ~~December~~March 31, 2025 and 2024:

	Level 1		Level 2		Level 3		Total
	December 31, 2024
	June 30, 2025
	Level 1		Level 2		Level 3		Total
Liabilities:
Assets:
Warrant liability (related party)	$	—	$	—	$	280,000	$	280,000
Investment in Mag Mile Capital, Inc.	$	1,550,000	$	—	$	—	$	1,550,000
Liabilities	$	—	$	—	$	280,000	$	280,000
Assets	$	1,550,000	$	—	$	—	$	1,550,000

The fair value of the warrant liability (related party), which is a Level 3 fair value measurement, was estimated using a Monte Carlo Simulation model. The use of significant unobservable inputs could result in those inputs being different at the reporting date and which could result in a significantly higher or lower fair value measurement at the reporting date. The following table presents the quantitative information regarding Level 3 fair value measurement of the warrant liability (related party) as of December 31, 2024:

	Level 1		Level 2		Level 3		Total
	March 31, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Investment in Mag Mile Capital, Inc.	$	1,925,000	$	—	$	—	$	1,925,000
Assets	$	1,925,000	$	—	$	—	$	1,925,000

~~SCHEDULE OF FAIR VALUE MEASUREMENT OF WARRANT LIABILITY~~15

	December 31, 2024
Risk-free interest rate		4.08	%
Expected term (years)		1.00
Exercise price	$	8.91
Annual volatility		155	%
Stock price on valuation date	$	9.00

The following table summarizes the activity for the Company’s Level 3 instruments measured at fair value on a recurring basis:

SCHEDULE OF LEVEL 3 INSTRUMENTS MEASURED AT FAIR VALUE RECURRING BASIS

	Warrant Liability (Related Party)
Balance as of March 31, 2024	$	—
Issuance of warrant liability (related party)		280,000
Balance as of December 31, 2024	$	280,000

There were no transfers between Level 1 and Level 2, nor into and out of Level 3, during the periods presented.

NOTE 7 - PREFERRED STOCK

Preferred Stock

We have authorized 5,000,000 shares, $0.001 par value, preferred stock (the “Preferred Stock”) of which 500,000 shares have been issued and redeemed, and therefore are not considered outstanding. In addition, 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock (the “Junior Preferred Stock”) with the designations and the powers, preferences, rights, qualifications, limitations and restrictions specified in the Certificate of Designation of the Junior Preferred Stock filed with the Delaware Department of State on January 28, 2008. Such number of shares may be increased or decreased by resolution of the Board of Directors, provided that no decrease shall reduce the number of shares of Junior Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Company that are convertible into Junior Preferred Stock. Each share of Junior Preferred Stock shall entitle the holder to 100 votes on all matters submitted to a vote of the Company’s stockholders. The holders of shares of Junior Preferred Stock, in preference to the holders of the Company’s Common Stock and of any other junior stock, shall be entitled to receive, when and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash. Upon the Company’s liquidation, dissolution or winding up, no distribution shall be made to the holders of shares of stock ranking junior to the Junior Preferred Stock unless, prior thereto, the holders of shares of Junior Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon. The Junior Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all series of any other class of Preferred Stock. As of ~~December 31~~June 30, ~~2024~~2025 and March 31, ~~2024~~2025, there are no shares of Junior Preferred Stock or undesignated Preferred Stock issued and outstanding.

NOTE 8 - COMMON STOCK TRANSACTIONS

The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.001 per share (the “Common Stock”). Holders of the Company’s Common Stock are entitled to one vote for each share.

During the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025, GKthe ~~Partners~~Company ~~exercised~~issued ~~a portion of its warrant for 57~~89,~~600~~000 shares of Common Stock to private investors. The ~~exercise~~ purchase price ~~was~~ranged from $104.00-5.00 per share, resulting in total net proceeds of $~~576~~409,~~000~~970.

During the nine months ended December 31, 2024, the Company issued 30,000 shares of Common Stock for services. The value of the shares issued resulted in a total non-cash expense of $138,979.

On May 13, 2024, the Company and certain shareholders of Orocidin A/S, entered into a Stock Purchase and Sale Agreement, under which the Company issued 3,800,000 restricted shares of its Common Stock to the Sellers (Note 1).

During the three months ended September 30, 2024, Orocidin A/S issued shares of its common stock in a capital raise with a third party in exchange for proceeds of $193,330. Aligned with the Company’s then ownership interest in Orocidin A/S, 5% of the proceeds, or $9,667, was allocated to noncontrolling interests while 95% of the proceeds, or $183,663, was allocated to additional paid-in capital.

On November 11, 2024, the Company entered into an agreement with Bio-Convert to acquire 100% of the outstanding shares of Bio-Convert in exchange for 12,000,000 restricted shares of the Company’s Common Stock. The transaction was consummated on November 12, 2024.

On November 12, 2024, the Company acquired the remaining 5% of the outstanding shares of Orocidin A/S through the issuance of 200,000 restricted shares of the Company’s Common Stock to the Orocidin A/S selling shareholders. Orocidin A/S is now a wholly owned subsidiary of the Company.

NOTE 9 - STOCK-BASED COMPENSATION

~~The~~In June 2024, the Company established the Nordicus Partners Corporation 2024 Stock Incentive Plan (the “Plan”). ~~This plan was effective on June 7, 2024 per the Board of Directors resolution.~~ The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain and reward the best-available persons.

The Plan permits the granting of stock options (including incentive stock options qualifying under Code Section 422 and nonqualified stock options), stock appreciation rights (SARs), restricted or unrestricted stock awards, restricted stock units, performance awards, other stock-based awards, or any combination of the foregoing.

Participation in the Plan shall be open to all employees, officers, directors, and consultants of the Company, or of any affiliate of the Company, as may be selected by the Company from time to time. However, only employees of the Company, and of any parent or subsidiary of the Company, shall be eligible for the grant of an incentive stock option. The grant of an award at any time to any person shall not entitle that person to a grant of an award at any future time.

The shares of Common Stock that may be issued with respect to awards granted under the Plan shall not exceed an aggregate of 7,000,000 shares of Common Stock. The maximum number of shares of Common Stock under the Plan that may be issued as incentive stock options shall be 7,000,000 shares. Regarding performance-based award limitations, the number of shares of Common Stock that may be granted in the form of options, SARs, restricted stock awards, restricted stock units, or performance award shares in a single fiscal year to a participant may not exceed 2,000,000 of each form.

1916

The following table summarizes the Company’s stock option activity under the Plan for the ~~nine~~three months ended ~~December~~June 3130, 2025, ~~2024~~including the 825,000 outstanding options, which consist of 375,000 performance-based awards and 450,000 service-based awards:

SCHEDULE OF STOCK OPTION

	Number of Stock Options		Weighted- average Exercise Price per Option*		Weighted- average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding as of March 31, 2024		—		—		—		—
Outstanding as of March 31, 2025		825,000		3.25		9.63		675,000
Granted		~~450,000~~—	$	—		—		—
Outstanding as of December 31, 2024		450,000	$	3.25		9.9	$	2,587,500
Outstanding as of June 30, 2025		825,000	$	3.25		9.38	$	—
Exercisable and vested as of December 31, 2024		450,000	$	3.25		9.9	$	2,587,500
Exercisable and vested as of June 30, 2025		450,000	$	3.25		9.38	$	—
Vested and expected to vest as of December 31, 2024		450,000	$	3.25		9.9	$	2,587,500

~~Not included~~* inThe ~~the~~weighted-average ~~table~~exercise ~~above~~price orexcludes the ~~table~~exercise ~~and~~price ~~disclosures~~for ~~below~~the ~~are 375,000~~ performance awards ~~(the~~due ~~“Performance~~to ~~Awards”) issued during~~ the ~~three~~variable ~~and~~nature ~~nine months ended December 31, 2024, whose vesting is dependent upon future events that were not deemed probable~~ of ~~occurring at~~ the ~~time~~exercise ~~of grant through December 31, 2024~~price. ~~The~~See ~~Company~~below ~~did not recognize compensation expense~~ for ~~such~~more ~~awards.~~discussion ~~The Company will reassess the probability~~ of ~~achievement at each reporting date and will recognize compensation expense if and when~~ the performance ~~condition~~ ~~becomes probable of achievement~~awards.

During the year ended March 31, 2025, 375,000 performance awards (the “Performance Awards”) were issued, whose vesting is dependent upon future events that were not deemed probable of occurring at the time of grant through March 31, 2025. The exercise price of the Performance Awards will be equal to the closing price per share of the Company’s common stock~~-based~~ ~~compensation~~on ~~expense~~the ~~related~~trading day preceding the vesting date. Due to ~~option~~the ~~grants~~variability ~~under~~in the ~~Plan~~exercise ~~was~~price ~~$472~~of the Performance Awards,~~050~~ ~~for~~that is the ~~three~~exercise ~~and~~price ~~nine~~will ~~months~~be ~~ended~~equal ~~December~~to 31the closing price per share on the date preceding the vesting date, the Company concluded that the grant date was not established for accounting ~~2024~~purposes. ~~and~~The fair value of the Performance Awards on the date of award was ~~recognized~~$671,250. ~~within~~As ~~officer~~of June 30, 2025, the fair value of the Performance Awards was $533,000. The Company did not recognize compensation onexpense for such awards as the grant date has not been established nor is the achievement of the milestone considered probable. The Company’s ~~consolidated~~will ~~statement~~reassess the probability of ~~operations~~achievement at each reporting date and ~~comprehensive~~will ~~loss~~recognize compensation expense if and when the performance condition becomes probable of achievement.

~~All~~There ofwas ~~the~~no ~~awards~~stock-based incompensation ~~the~~expense ~~table~~related ~~above~~to ~~were~~option ~~fully~~grants ~~vested~~under atthe ~~issuance~~Plan ~~and~~for ~~therefore all related compensation expense was recognized during~~ the three ~~and nine~~ months ended ~~December~~June 3130, ~~2024.~~2025 ~~There~~and ~~was no unrecognized compensation cost related to these options as of December 31,~~ 2024.

~~The~~All ~~weighted-average~~of ~~grant~~the ~~date~~service ~~fair~~based ~~value~~awards ~~per~~in ~~share~~the oftable ~~options~~above ~~granted~~were ~~during~~fully ~~the~~vested ~~three~~at issuance and ~~nine~~therefore all related compensation expense was recognized prior to the three months ended ~~December~~June 3130, ~~2024~~2025. There was ~~$1.05.~~no ~~There~~unrecognized ~~were~~compensation nocost related to the service based options ~~exercised~~as ~~during~~of June 30, 2025. The Performance Awards in the ~~three~~table above will fully vest when the vesting terms are met and ~~nine~~expense will be recognized when the vesting event becomes probable. Therefore, no stock-based compensation expense was recorded for the three months ended ~~December~~June 3130, ~~2024~~2025.

~~The~~Due to the variability of the exercise price, which will be equal to the closing price per share of the Company’s ~~uses~~common stock on the trading ~~Black-Scholes~~day ~~option~~preceding the vesting date, the Company uses a Monte Carlo simulation model to estimate the fair value of ~~stock~~Performance ~~options~~Awards. In applying the ~~Black-Scholes~~Monte ~~option~~Carlo simulation model, the Company used the following assumptions in the valuation of ~~options granted in 2024 (other than~~ the Performance Awards) as of June 30, 2025:

SCHEDULE OF FAIR VALUE OF STOCK OPTIONS

	2024
Exercise price	Variable
Expected volatility		40.0	%
Contractual term (years)		9
Expected dividend yield		—%
Volatility (annual)		69	%
Exercise price	$	3.25
Risk-free rate		4.1	%
Stock price	$	2.83
Dividend yield (per share)		0	%
Expected term (years)		5.0
Risk-free rate		4.3	%

20Equity issued for consulting services

~~Awards~~Unrelated to the Plan, the Company issued 30,000 shares of Common Stock to a third party for consulting services, which were valued at $138,979 and recorded as stock-based compensation expense for the three months ended June 30, 2024.

~~Unrelated~~NOTE to10 ~~the~~- ~~Plan,~~GOODWILL ~~during~~AND ~~the~~INTANGIBLE ~~nine months ended December 31, 2024, the Company issued 30,000 shares of Common Stock to a third party for consulting services, which were valued at $138,979.~~ASSETS

Effective November 27, 2024, the Company entered into a consulting agreement with an advisory firm that will continue through November 30, 2025. As part of compensation for the consulting services, the Company issued to the counterparty 61,500 restricted stock units (“RSUs”), each of which representing one share of Common Stock per unit, subject to vesting conditions as follows: (i) 15,300 units vesting 45 days following the effective date and (ii) thereafter, monthly tranches of 4,200 units that vest at the completion of each additional month of service rendered. The fair value of the RSUs on the grant date was determined to be $175,275 based on the Company’s stock price on that date of $2.85. The Company recognized $16,046 in stock-based compensation in consulting expense on the unaudited consolidated statement of operations and comprehensive loss related to the vesting of the 61,500 RSUs during the three and nine months ended December 31, 2024. The RSUs were granted outside of the Plan.

As of December 31, 2024, there was $159,228 of unrecognized equity-based compensation expense related to the RSUs that is expected to be recognized over a weighted-average period of less than one year.

A summary of the Company’s RSU activity for the nine months ended December 31, 2024 is as follows:

SCHEDULE OF RSU ACTIVITY

	Number of Shares		Weighted-Average Grant Date Fair Value
Unvested at March 31, 2024		—	$	—
Granted		61,500		2.85
Unvested at December 31, 2024		61,500	$	2.85

On June 17, 2024, the Company’s board of directors cancelled the Company’s 2017 Non-Qualified Equity Incentive Plan (the “2017 Plan”). At the time there were no stock awards of any kind outstanding under the 2017 Plan.

NOTE 10 - BUSINESS COMBINATIONS

Orocidin A/S

On May 13, 2024, the Company and certain shareholders of Orocidin A/S, a Danish stock corporation entered into a Stock Purchase and Sale Agreement (“Business Combination”), under which the Company issued 3,800,000 restricted shares of its Common Stock to the Sellers in exchange for 95% of Orocidin’s outstanding shares of capital stock. The shares were valued at $5.00, the closing stock price of the Company on the date of acquisition.

Orocidin A/S is a clinical-stage biopharmaceutical company, is aiming to revolutionize the treatment of aggressive periodontitis, making it safer, more effective, and efficient to prevent and cure those who are affected by periodontitis.17

~~The~~Orocidin ~~Company~~A/S ~~accounted~~is ~~for the transaction as~~ a ~~business~~preclinical-stage ~~combination~~biotechnology ~~under ASC 805 and as a result~~company, ~~allocated the fair value of identifiable assets acquired~~ and ~~liabilities~~is ~~assumed~~developing asa ofproprietary ~~the acquisition date as outlined in the table below. The excess~~ first-of-its-kind ~~the~~medical ~~purchase~~treatment ~~price~~for ~~over~~aggressive ~~the estimated fair values of the underlying identifiable assets acquired, liabilities assumed was allocated to goodwill~~periodontitis.

21The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of identifiable assets acquired and liabilities assumed as of the acquisition date. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired, liabilities assumed was allocated to goodwill.

The ~~following~~$15,680,760 ~~table~~of ~~summarizes~~acquired ~~the~~intangible ~~estimated~~assets ~~fair~~was ~~values~~assigned ofto ~~the~~IPR&D assets ~~acquired~~that ~~and~~was ~~liabilities~~recognized ~~assumed~~ at fair value on the acquisition date. To ~~The~~value the IPR&D, the Company utilized the Multi-Period Excess Earnings Method (“MPEEM”), under the Income Approach. isThe inmethod considers the ~~process~~present value of ~~obtaining~~excess ~~third-party~~earnings ~~valuations~~generated ofby ~~certain~~Orocidin’s ~~intangible~~IPR&D ~~assets;~~after ~~thus~~taking into account the cost to realize the revenue, charges for contributory assets and an appropriate discount rate to reflect the ~~provisional~~time ~~measurements~~value ofand ~~intangible~~risk associated ~~assets~~with the invested capital. IPR&D acquired represents Orocidin’s research and ~~goodwill~~development ~~are~~activities ~~subject~~related to ~~change~~its next generation of periodontitis therapies.

~~SCHEDULE~~On OFNovember ~~PURCHASE~~11, ~~PRICE~~2024, ~~AND~~the ~~ESTIMATED~~Company ~~MARKET~~acquired ~~VALUE~~the OFremaining ~~THE~~29,663 ~~ASSETS~~outstanding ~~ACQUIRED~~common ~~LIABILITIES~~shares and voting interest, or 5.34%, of Orocidin. The acquisition-date fair value of the consideration transferred totaled $650,000, which consisted of 200,000 shares of the Company’s Common Stock. The fair value of the 200,000 common shares issued was determined based on the closing market price of the Company’s Common Stock on the acquisition date, $3.25.

Consideration
Consideration issued	$	18,050,000
Identified assets and liabilities
Cash		134,572
Intangible assets		223,316
Other receivables		29,906
Accounts payable and accruals		(29,779	)
Total identified assets, liabilities, and noncontrolling interest		358,015
Non-controlling interest		950,000
Excess purchase price allocated to goodwill	$	18,641,985

Bio-Convert A/S

~~The~~On ~~$223~~November 11,~~316~~ of2024 ~~acquired~~(the ~~intangible~~acquisition ~~assets~~date), ~~was~~the ~~provisionally~~Company ~~assigned~~acquired to100% ~~in-process~~of ~~research~~the ~~and~~outstanding ~~development~~common ~~assets~~shares ~~that~~and ~~was~~voting ~~recognized~~interest atof Bio-Convert ~~fair~~A/S ~~value on the acquisition date~~(“Bio-Convert”). AsThe ~~noted~~Company ~~earlier,~~accounted ~~the~~for ~~fair value of~~ the ~~acquired~~transaction ~~identifiable~~as ~~intangible~~a ~~assets~~business iscombination ~~provisional~~under ~~pending receipt~~ASC ~~of the final valuations for these assets~~805.

~~The~~Bio-Convert ~~$18~~is a Denmark-based preclinical-stage biotechnology company focused on revolutionizing the treatment of oral leukoplakia,~~641~~ which is a potentially malignant disorder affecting the oral mucosa. Oral leukoplakia is a white patch or plaque that can develop in the oral cavity and when accompanied by dysplasia,~~985~~ it becomes a marker of ~~goodwill~~disease ~~recognized~~progression and patients can potentially develop oral cancer. Bio-Convert is developing ~~attributable~~a ~~primarily~~new topharmaceutical ~~expected~~drug ~~synergies~~product ~~and~~for the ~~assembled~~treatment ~~workforce~~of oral leukoplakia and the prevention of ~~Orocdin~~oral cancer formation. ~~None~~This is ofachieved through a proprietary mucoadhesive oral topical formulation that delivers the drug without any systemic absorption. The aim ~~goodwill~~of the treatment is ~~expected~~therefore to beeliminate ~~deductible~~the ~~for~~lesions ~~income~~or ~~tax~~to ~~purposes.~~reduce Asthe malignant conversion rate of ~~December~~oral ~~31,~~leukoplakia ~~2024,~~to ~~there~~oral ~~were~~cancer. The noeffect ~~changes~~on inoral cancer may improve the ~~recognized~~surgical ~~amounts of~~removal ~~goodwill~~procedure ~~resulting~~should ~~from~~this be needed for the ~~acquisition~~oral ofcancer ~~Orocidin~~patients. Bio-Convert’s current plan is to conduct a pilot efficacy study in patients with oral leukoplakia.

~~From~~The ~~the~~acquisition-date ~~closing~~fair ~~date~~value of the ~~Business~~consideration ~~Combination~~transferred ~~through~~totaled ~~December 31~~$39,000,000, ~~2024~~which consisted of 12,000,000 ~~Orocidin~~shares ~~A/S~~of ~~has~~the ~~incurred~~Company’s Common ~~$840~~Stock. The fair value of the 12,~~672~~000,000 incommon ~~net~~shares ~~losses~~issued was determined based on the closing market price of the Company’s Common Stock on the acquisition date, $3.25.

OnThe ~~November 11~~$26, ~~2024~~675,670 ~~the~~of ~~Company~~ acquired ~~the~~intangible ~~remaining~~assets ~~29,663~~was ~~outstanding~~assigned ~~common~~to ~~shares~~in-process research and ~~voting~~development ~~interest,~~assets orthat ~~5.34%,~~was ofrecognized ~~Orocidin.~~at ~~The~~fair value on the acquisition- date. ~~fair~~To value ofthe IPR&D, the ~~consideration~~Company ~~transferred~~utilized ~~totaled~~the ~~$650,000,~~Multi-Period ~~which~~Excess ~~consisted~~Earnings ofMethod ~~200~~(“MPEEM”),~~000~~ ~~shares of~~ under the ~~Company’s Common~~Income ~~Stock~~Approach. The ~~fair~~method ~~value~~considers of the ~~200,000~~present ~~common~~value ~~shares~~of ~~issued~~excess ~~was~~earnings ~~determined~~generated ~~based~~by onBio-Covert’s ~~the~~IPR&D ~~closing~~after ~~market~~taking into ~~price~~account of the ~~Company’s Common~~cost ~~Stock~~to onrealize the ~~acquisition date~~revenue, ~~$3.25.~~charges Onfor ~~this~~contributory ~~acquisition~~assets ~~date,~~and ~~the~~an ~~Company~~appropriate ~~derecognized~~discount ~~the~~rate ~~carrying~~to ~~value~~reflect of the ~~noncontrolling~~time value ~~interest~~and inrisk ~~Orocidin~~associated ofwith ~~$943,707.~~the ~~The~~invested ~~difference~~capital. ~~between~~IPR&D ~~the~~acquired ~~amount~~represents ofBio-Convert’s ~~the~~research ~~consideration~~and ~~transferred~~development ~~and~~activities related ~~the~~to ~~carrying~~its ~~amount~~new ofpharmaceutical ~~the~~drug ~~noncontrolling interest~~product ~~was~~for ~~recognized~~the ~~within~~treatment ~~additional~~of ~~paid-in~~oral ~~capital~~leukoplakia onand the ~~unaudited~~prevention ~~consolidated~~of ~~balance~~oral ~~sheet~~cancer formation.

The following represents the pro forma consolidated revenue and net loss attributable to Nordicus Partners Corporation as if Orocdin had been included in the consolidated results of the Company for the entire three and nine months ending December 31, 2024 and 2023:18

~~SCHEDULE~~The OFfollowing ~~PROFORMA~~table ~~CONSOLIDATED~~summarizes ~~REVENUE~~the goodwill activity for three months ended June 30, 2025:

	2024			2023			2024			2023
	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2024			2023			2024			2023
Revenue	$	2,500		$	—		$	2,500		$	—
Net loss attributable to Nordicus Partners Corporation	$	(1,545,311	)	$	(141,031	)	$	(2,415,649	)	$	(280,117	)

SCHEDULE OF GOODWILL

	Orocidin		Bio-Convert		Total
Balance as of March 31, 2025	$	7,084,829	$	18,405,922	$	25,490,751
Foreign currency translation adjustment		639,889		1,662,389		2,302,278
Balance as of June 30, 2025	$	7,724,718	$	20,068,311	$	27,793,029

~~Prior~~The tofollowing ~~the~~table ~~acquisition,~~summarizes the ~~Company had a preexisting relationship with Orocidin,~~ in-process ~~which~~research ~~the Company provided consulting services to Orocidin to accelerate the company~~ and ~~achieve~~development ~~certain~~activity ~~milestones~~for ~~prior to~~ the ~~acquisition.~~three Atmonths ~~the~~ended ~~date of the acquisition~~June 30, the Company had earned consulting fees in the amount of $2,500 for services provided prior to the acquisition. Transactions between the two entities subsequent to the acquisition have been eliminated in consolidation on the Company’s unaudited consolidated financial statements.2025:

~~Bio~~ SCHEDULE OF IN-~~Convert ApS~~PROCESS RESEARCH AND DEVELOPMENT ACTIVITY

On November 11, 2024 (the acquisition date), the Company acquired 100% of the outstanding common shares and voting interest of Bio-Convert ApS (“Bio-Convert”). The results of Bio-Convert’s operations have been included in the unaudited consolidated financial statements since that date. The Company accounted for the transaction as a business combination under ASC 805.

	Orocidin		Bio-Convert		Total
Balance as of March 31, 2025	$	15,679,626	$	27,028,453	$	42,708,079
Foreign currency translation adjustment		1,416,155		2,441,162		3,857,317
Balance as of June 30, 2025	$	17,095,781	$	29,469,615	$	46,565,396

Bio-Convert is a Denmark-based clinical-stage biopharmaceutical company focused on revolutionizing the treatment of oral leukoplakia, which is a potentially malignant disorder affecting the oral mucosa. Oral leukoplakia is a white patch or plaque that can develop in the oral cavity and cause oral cancer. Bio-Convert is developing a new pharmaceutical drug product for the treatment of oral leukoplakia and the prevention of oral cancer formation. This is achieved through a proprietary mucoadhesive oral formulation that delivers the drug without any systemic absorption. The aim of the treatment is therefore to eliminate the lesions or to reduce the malignant conversion rate of oral leukoplakia to oral cancer. The effect on oral cancer may improve the surgical removal procedure should this be needed for the oral cancer patients. Bio-Convert’s current plan is to conduct a pilot efficacy study in patients with oral leukoplakia.

The acquisition-date fair value of the consideration transferred totaled $39,000,000, which consisted of 12,000,000 shares of the Company’s Common Stock.

The fair value of the 12,000,000 common shares issued was determined based on the closing market price of the Company’s Common Stock on the acquisition date, $3.25.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The Company is in the process of obtaining third-party valuations of certain intangible assets; thus, the provisional measurements of intangible assets and goodwill are subject to change.

SCHEDULE OF PURCHASE PRICE AND ESTIMATED MARKET VALUE OF THE ASSETS ACQUIRED LIABILITIES

	November 11, 2024
Cash	$	23,976
Capitalized software		4,783
Intangible assets		199,916
Prepaid expenses		7,500
Total identifiable assets acquired		236,175
Accounts payable and accrued expenses		4,182
Total liabilities assumed		4,182
Net identifiable assets acquired		231,993
Goodwill		38,768,007
Net assets acquired	$	39,000,000

The $199,916 of acquired intangible assets was provisionally assigned to in-process research and development assets that was recognized at fair value on the acquisition date. The remaining $4,783 of acquired intangible assets is subject to a weighted-average useful life of approximately four years. As noted earlier, the fair value of the acquired identifiable intangible assets is provisional pending receipt of the final valuations for these assets.

The $38,768,007 of goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Bio-Convert. None of the goodwill is expected to be deductible for income tax purposes. As of December 31, 2024, there were no changes in the recognized amounts of goodwill resulting from the acquisition of Bio-Convert.

The Company recognized $5,880 of acquisition related costs that were expensed in the three and nine months ended December 31, 2024. These costs are included in the unaudited consolidated statement of operations in the line item entitled professional fees. The Company also recognized $2,880 in costs associated with issuing and registering the shares issued as consideration in the business combination. Those costs were deducted from the recognized proceeds of issuance within stockholders’ deficit.

The amounts of revenue and net loss of Bio-Convert included in the Company’s unaudited consolidated statement of operations and comprehensive loss were $— and $58,059, respectively, from the acquisition date to the period ending December 31, 2024.

The following represents the pro forma consolidated revenue and net loss attributable to Nordicus Partners Corporation as if Bio-Convert had been included in the consolidated results of the Company for the entire three and nine months ending December 31, 2024 and 2023:

SCHEDULE OF PROFORMA CONSOLIDATED REVENUE

	2024			2023			2024			2023
	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2024			2023			2024			2023
Revenue	$	—		$	—		$	2,500		$	—
Net loss attributable to Nordicus Partners Corporation	$	(1,539,466	)	$	(78,093	)	$	(2,081,861	)	$	(216,827	)

Prior to the acquisition, the Company had a preexisting relationship with Bio-Convert, in which the Company provided consulting services to Bio-Convert to accelerate the company and achieve certain milestones prior to the acquisition. At the date of the acquisition, the Company had earned consulting fees in the amount of $2,500 for services provided prior to the acquisition. Transactions between the two entities subsequent to the acquisition have been eliminated in consolidation on the Company’s unaudited consolidated financial statements.

NOTE 11 - WARRANTS

A summary of the Company’s outstanding warrant activity for the ~~nine~~three months ended ~~December 31~~June 30, ~~2024~~2025 is as follows:

SCHEDULE OF WARRANT ACTIVITIES

				Weighted		Weighted
				Weighted Average		Average Remaining
				Average		Average		Aggregate
	Number of			Exercise		Remaining Contract		Intrinsic
	Warrants			Price		Term		Value
Outstanding, March 31, 2024		632,900		$	10.00		1.35
Outstanding, March 31, 2025		75,000		$	10.00		2.75	$	—
Issued		~~1,000,000~~—		$	~~8.91~~—		~~1.00~~—		—
Expired		(500,300	)	$	10.00		—
Expired/cancelled		—			—		—		—
Exercised		~~(57,600~~—	)	$	~~10.00~~—		—		—
Outstanding, December 31, 2024		1,075,000		$	8.98		1.14
Outstanding, June 30, 2025		75,000		$	10.00		2.50	$	—

All of the outstanding warrants are exercisable as of ~~December 31~~June 30, ~~2024~~2025.

NOTE 12 - ~~SUBSEQUENT~~SEGMENT ~~EVENTS~~REPORTING

~~Effective~~The ~~February 27, 2025, the~~ Company ~~terminated~~operates ~~its~~as ~~consulting~~a ~~agreement~~single ~~entered~~operating ~~into on November 27~~segment, ~~2024~~which ~~pursuant~~consists toof ~~which~~ the Company’s ~~had issued~~wholly-owned 61subsidiaries,~~500~~ ~~RSUs~~Orocidin asand ~~of December 31~~Bio-Convert, both ~~2024. As~~ of ~~the~~which ~~date~~are offocused ~~termination,~~on ~~19,500~~developing ofmedicines ~~these~~supporting ~~RSUs~~oral ~~were fully vested and were issued as Common Stock to the counterparty~~health. The ~~remaining~~Company ~~42,000~~has ~~unvested~~one ~~RSUs~~reportable ~~were~~segment, ~~forfeited~~which asconsists of ~~that~~its single ~~date~~operating segment.

The accounting policies of the segment are the same as those described in the summary of significant accounting policies.

The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). When evaluating the Company’s financial performance and deciding how to allocate resources, the CODM regularly reviews total expenses and expenses by significant areas to make decisions on a company-wide basis. The Company’s CODM uses net loss to evaluate past spending and to guide decisions of future spending. Net loss is used to monitor budget versus actual results.

The Company did not generate any revenue during the three months ended June 30, 2025 and 2024. The Company has no material intra-entity revenues or expenses. As the Company is currently in the pre-revenue phase, the aforementioned operating expenses are the primary drivers that guide decisions of future spending and to monitor performance.

The measure of segment assets is reported on the balance sheet as total assets.

The CODM does not separately evaluate performance by geographic region or product line, as the Company has not yet commenced commercial operations and has limited operations due to the current liquidity and funding of the Company. The Company’s operations are conducted within the United States of America and Denmark.

NOTE 13 - SUBSEQUENT EVENTS

Management has evaluated subsequent events from the balance sheet date through the date the financial statements were available to be issued and has determined that no material subsequent events exist other than the following:

In July and August 2025, the Company issued to certain private investors a total of 525,013 restricted shares of its common stock, par value $0.001 per share. The price per share was $1.90 for gross proceeds of $997,525.

On August 7, 2025, the Company executed a Directors Agreement with each of Messrs. Jensen, Mücke and Ritter. Under the Director’s Agreements, each will receive an annual cash retainer of $10,000, payable in two installments per calendar year, in accordance with the Company’s standard compensation plan for Board members. Messrs. Jensen and Mücke will also each receive options to purchase 25,000 shares of the Company’s common stock at $1.90 per share, and Mr. Ritter will receive options to purchase 50,000 shares of the Company’s common stock at $1.90 per share. All such options will be fully vested on the date of grant and be issued as Incentive Stock Options under and be subject to the terms and conditions of, the Company’s 2024 Stock Incentive Plan.

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

Cautionary Note Regarding Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward-looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, our actual results may differ significantly from management’s expectations. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or, in the case of documents referred to or incorporated by reference, the date of those documents.

The following discussion and analysis should be read in conjunction with our unaudited financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

~~Corporate History~~Overview

Nordicus Partners Corporation is a U.S. publicly listed business accelerator and holding company dedicated to helping Nordic life sciences companies succeed in the American market. By combining Nordic innovation with U.S. operational expertise, Nordicus Partners Corporation creates a distinct advantage in identifying, scaling, and exiting high-potential companies in fast-growing markets with unmet medical needs. Current portfolio companies include the two promising preclinical biotechnology companies Orocidin A/S and Bio-Convert A/S.

Organizational History

We were founded in 1993 and in 2007 were reincorporated from a Massachusetts corporation to a Delaware corporation. We changed our name from CardioTech International, Inc. to AdvanSource Biomaterials Corporation, effective October 15, 2008. On March 3, 2020, we changed our name to EKIMAS Corporation.

On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of 5,114,475 shares of our common stock, on a post-split basis, or approximately 90% of our total shares of common stock outstanding for total cash consideration of $400,000. Reddington purchased the common stock in two tranches on October 12, 2021 (the “First Closing”) and March 15, 2022.

Pursuant to the SPA, the Company effectuated a 1-for -50 reverse stock split on March 11, 2022 (the “Reverse Split”). Accordingly, on a post-split basis, the shares purchased in connection with the First Closing resulted in Reddington owning 42,273 shares of our common stock. As set forth in the SPA, Reddington then purchased from us on March 15, 2022, an additional 469,175 shares of our common stock, on a post-split basis (the “Second Closing”). After the issuance thereof Reddington owned 511,448 shares of our common stock, or approximately 90% of our total shares of common stock outstanding.

On February 23, 2023, the Company and Nordicus Partners A/S, a Danish stock corporation, consummated the transactions contemplated by a certain contribution agreement (the “Contribution Agreement”) by and among the Company, Nordicus, GK Partners, Henrik Rouf and LSPH. GK Partners, Rouf and LSPH are collectively referred to herein as the “Sellers”, and each individually as a “Seller”. Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to the Company all right, title and interest in and to one hundred percent (100%) of the issued and outstanding capital stock of Nordicus for an aggregate of 250,000 shares of the Company’s common stock, par value $0.001 per share. As a result of the Business Combination, Nordicus became a 100% wholly owned subsidiary of the Company.20

On February 23, 2023, ~~Tom~~the ~~Glaesner~~Company ~~Larsen~~and NP Bioinnovation A/S (formerly Nordicus Partners A/S and ~~Christian~~Managementselskabet ~~Hill~~af ~~Madsen~~12.08.2020 ~~were~~A/S), ~~appointed~~a Danish ~~directors~~stock ofcorporation, consummated the ~~Company.~~transactions ~~Mr.~~contemplated ~~Hill-Madsen~~by ~~will~~a ~~continue~~certain contribution agreement (the “Contribution Agreement”) asby ~~Chairman~~and ofamong the ~~Board~~Company, ofNP ~~Orocidin~~Bioinnovation A/S, ofGK ~~which~~Partners ApS (“GK Partners”), Henrik Rouf and Life Science Power House ApS (“LSPH”) (GK Partners, Rouf and LSPH are collectively referred to herein as the “Sellers”, and each individually as a “Seller”). Pursuant to the Contribution Agreement the Sellers contributed, transferred, assigned and conveyed to the Company ~~recently~~all ~~acquired~~right, 95title and interest in and to one hundred percent (100%) of the issued and outstanding ~~shares~~capital instock ~~exchange~~of NP Bioinnovation A/S for an aggregate of 250,000 shares of the Company’s Common Stock, par value $0.001 per share. As a result of this transaction, NP Bioinnovation A/S became a 100% wholly owned subsidiary of the Company.

On February 23, 2023, Tom Glaesner Larsen and Christian Hill-Madsen were appointed directors of the Company.

On May 17, 2023, the Company changed its name to Nordicus Partners Corporation and its ticker symbol to NORD.

26On June 1, 2023, the Company acquired a 4.99% interest in Mag Mile Capital, Inc., a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New York, Massachusetts, Connecticut, Florida, Texas and Nevada. Mag Mile Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs.

On June 19, 2023, ~~the Company acquired a 4~~Mr.~~99%~~ ~~interest~~Tom inGlaesner ~~Mag~~Larsen ~~Mile~~resigned ~~Capital,~~as ~~Inc.,~~ a ~~full-service~~director ~~commercial real estate mortgage banking firm headquartered in Chicago with offices in the states~~ of New York, Massachusetts, Connecticut, Florida, Texas and Nevada. Mag Mile Capital is a national platform comprised of capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity arrangements throughout the ~~full~~Company ~~capital stack~~ and ~~across~~Henrik ~~all~~Keller ~~major~~was ~~real~~appointed ~~estate~~as ~~asset~~his classes nationwide, including hotels, multifamily, office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory solutions and placement for real estate investors, developers, and entrepreneurs,replacement.

On ~~May~~November 1329, ~~2024~~2023, the Company’s ~~and~~subsidiary, ~~certain~~Nordicus ~~shareholders~~Partners ~~of Orocidin~~ A/S ~~(the “Orocidin Sellers”)~~, achanged ~~Danish~~its ~~stock~~name ~~corporation (“Orocidin”) entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Orocidin Sellers sold~~ to ~~the~~Managementselskabet ~~Company 525,597~~af ~~shares of the capital stock of Orocidin (the “Orocidin Shares”), representing 95~~12.0%08.2020 ~~of Orocidin’s outstanding~~A/S. ~~shares~~Subsequently ofon ~~capital~~March ~~stock. In exchange~~10, ~~the Company issued 3~~2025,~~800,000~~ ~~restricted~~Managementselskabet ~~shares~~af ~~of its common stock to the Orocidin Sellers~~12. ~~The transaction was consummated on May 13, 2024~~08.2020 ~~Orocidin~~ A/S, ischanged aits ~~clinical-stage~~name ~~biopharmaceutical~~to ~~company~~NP ~~which~~Bioinnovation ~~is advancing the next generation of periodontitis therapies~~A/S.

On May 13, 2024, the Company and certain shareholders of Orocidin A/S (the “Orocidin Sellers”), a Danish stock corporation (“Orocidin”) entered into a Stock Purchase and Sale Agreement (the “Agreement”), under which the Orocidin Sellers sold to the Company 525,597 shares of the capital stock of Orocidin (the “Orocidin Shares”), representing 95.0% of Orocidin’s outstanding shares of capital stock. In exchange, the Company issued 3,800,000 restricted shares of its common stock to the Orocidin Sellers. The transaction was consummated on May 13, 2024. Orocidin A/S, is a preclinical-stage biotechnology company which is advancing the next generation of periodontitis therapies.

On June 3, 2024, Mr. Christian Hill-Madsen resigned as a director of the Company and Peter Severin was appointed as his replacement.

On November 8, 2024, the Company effectuated a 1-for-10 reverse stock split of its issued and outstanding common stock, rounding up to account for any fractional shares (the “Reverse Stock Split”). The Reverse Stock Split had no effect on the Company’s authorized shares of common stock or preferred stock and the par value will remain unchanged at $0.001, respectively. All common stock share, option, warrant and per share amounts (except our authorized but unissued shares) have been retroactively adjusted in these unaudited consolidated financial statements and related disclosures.

On November 11, 2024, the Company announced that it entered into an agreement with Bio-Convert ~~ApS~~A/S (“Bio-Convert”) to acquire 100% of the outstanding shares of Bio-Convert in exchange for 12,000,000 restricted shares of the Company’s common stock. Bio-Convert is a Denmark-based ~~clinical~~preclinical-stage ~~biopharmaceutical~~biotechnology company aiming to revolutionize the treatment of oral leukoplakia by minimizing or removing oral leukoplakia lesions in order to further reduce the risk of such lesions resulting in the development of oral cancer in patients.

On November 12, 2024, the Company entered into an agreement with Orocidin A/S to acquire the remaining 29,663 outstanding shares, or approximately 5%, of Orocidin A/S. In exchange, the Company issued 200,000 shares of restricted common stock to the selling shareholders of Orocidin. Upon closing of the acquisition, Orocidin A/S became a 100% wholly owned subsidiary of the Company.

Our Business

WeSince ~~are~~the acurrent ~~financial~~leadership ~~consulting~~assumed ~~company~~control of Nordicus Partners Corporation (“Nordicus” or the “Company”), ~~specializing~~the inCompany has ~~providing~~evolved ~~Nordic~~into ~~and~~a leading U.S. publicly listed business accelerator and holding company dedicated to helping Nordic life ~~science~~sciences companies succeed ~~with~~in the ~~best~~American ~~possible~~market. ~~conditions to~~By ~~establish~~combining ~~themselves~~Nordic oninnovation ~~the~~with U.S. ~~market~~operational expertise, ~~taking~~Nordicus ~~advantage~~Partners ofCorporation ~~management’s~~creates a ~~combined~~distinct ~~+90~~advantage ~~years~~in ofidentifying, ~~experience~~scaling, inand ~~the~~exiting ~~corporate sector,~~high-potential ~~serving~~companies in ~~different~~fast-growing ~~capacities~~markets ~~both~~with ~~domestically~~unmet ~~and~~medical ~~globally~~needs.

27Nordicus’ mission is to back high-growth ventures and transformative innovations in the life sciences sector. By providing capital, strategic guidance, and operational resources, we unlock each company’s potential to generate significant value and drive robust financial returns. Our hands-on approach—engaging, empowering, and capitalizing our portfolio companies—actively propels their success.

Our ~~core~~approach ~~competencies~~blends ~~lie~~strategic incounsel, ~~assisting~~operational ~~Danish~~know-how, asand ~~well~~the ascultivation ~~other~~of meaningful partnerships. This integrated support strengthens our companies’ market positions and helps them achieve their growth ambitions. Drawing on the combined expertise of our skilled Nordic and U.S. ~~life~~teams, ~~science~~we ~~companies~~deliver ina ~~different~~unique ~~areas~~perspective ofthat ~~corporate~~advances ~~finance activities,~~each ~~such~~portfolio ~~as:~~company toward its full potential.

●Nordicus’ portfolio ~~Business~~diversification ~~and market development ● Growth~~ strategy –positions ~~budgeting~~us ~~included~~as ●a ~~Investment~~stable ~~Memorandum ● Attracting the right people~~ and ~~partners~~resilient ●company, ~~Attracting~~mitigating ~~capital~~risk ~~for~~with ~~businesses~~significant ●upside ~~Company acquisitions and sales~~potential.

~~The~~Our ~~aforementioned~~Approach ~~areas of expertise are widely applicable in a lot of industries; however, the companies we service primarily operate in the pharmaceutical, life sciences~~ and ~~healthcare~~Value ~~industries.~~Creation Process

~~Our~~Nordicus ~~mission~~employs ~~going~~a ~~forward,~~4-step isvalue tocreation assist the right Nordic companies realize their growth strategy, by fine tuning systems and processes, sharpening the commercial focus and providing companies with the best possible guidance and setup suited to successfully establish themselves on the U.S. market.process:

~~Through our~~– ~~business~~Scout ~~operations, we are being presented with numerous business opportunities~~ and ~~ventures.~~Accelerate: OnNordicus ~~occasion~~targets wehigh-impact ~~view~~potential ~~some~~companies, ofproviding ~~those businesses~~capital, ~~attractive~~resources ~~enough to engage with ourselves~~ and ~~thus~~expertise ~~acquire~~to andrive ~~ownership~~critical ~~stake~~milestones insuch ~~the~~as ~~company.~~patent ~~Hence,~~filings ~~potentially~~and ~~creating an~~clinical ~~added revenue stream – alongside the fees from our corporate finance services – if the company’s value increases over time~~trials.

~~Besides the~~– ~~value~~Acquire weand ~~provide~~Exit: ~~through~~Nordicus ~~our~~acquires ~~direct~~controlling ~~involvement~~stakes ~~with~~to ~~the~~maximize ~~companies,~~value wecreation ~~have a comprehensive network of business partners~~ and ~~associates, which~~exit ~~spans~~at ~~across~~premium ~~Europe and the U~~multiples.S.

We ~~also~~scout ~~operate~~the asNordic aregion ~~business~~looking ~~incubator,~~for inearly-stage ~~which~~life wesciences ~~can provide added value by accelerating and smoothing~~ companies’ ~~transition~~developing ~~to the~~drugs ~~U.S.~~or ~~through~~treatments afor ~~number~~diseases ofin ~~support~~high ~~resources~~growth ~~and services such as office space, lawyers, bookkeepers, marketing specialists, etc. with~~markets ~~years~~with ofsignificant ~~experience~~unmet ~~navigating~~medical ~~through the U.S. marketplace. Hence~~needs, ~~providing~~all ~~companies~~in ~~with~~potential ~~the~~multibillion ~~optimal~~USD ~~conditions needed for their international expansion~~markets.

~~Orocidin~~After ~~A/S,~~a ~~our~~vigorous ~~wholly~~due ~~owned~~diligence ~~subsidiary acquired in 2024~~process, isthe achosen ~~Danish~~companies ~~preclinical~~will ~~biotech~~be ~~company~~offered ~~founded~~to injoin ~~2023~~Nordicus’ byaccelerator ~~Allan~~program. ~~Wehnert,~~Once anthe ~~accomplished~~chosen companies ~~pharmacologist,~~have ~~who~~become ~~serves~~accelerator asclients, ~~Orocidin’s~~Nordicus ~~CEO.~~takes ~~Orocidin~~an isactive ~~developing~~role ain ~~propriety~~advising ~~first-of-its-kind~~the ~~medical~~management ~~treatment for aggressive periodontitis~~team, ~~addressing~~assisting awith ~~major~~strengthening ~~unmet~~the ~~need.~~companies’ Board ~~Several~~of ~~patent~~Directors ~~applications~~and ~~are~~establishing ~~currently~~Advisory ~~pending,~~Boards including ~~product~~making ~~use,~~introductions ~~application~~to ~~forms,~~ strategic partners and ~~synthesis~~talent.

Once the milestones – set by Nordicus – are met, Nordicus will typically offer to acquire the companies outright. The first three acquisitions will be all-stock transactions, with the first two acquisitions (Orocidin A/S and Bio-Convert A/S) having already been completed, fitting Nordicus’ criteria of inclusion.

Nordicus aims to take all portfolio companies’ drug developments through Phase I. Upon completion of Phase I, the following options will be considered:

	1.	Sale or merger of the portfolio company.
	2.	Further development through the next clinical phases.
	3.	Strategic partnership with a large pharmaceutical company that will invest in Nordicus for further drug development.
	4.	Stand-alone Initial Public Offering (IPO).

Nordicus’ current life sciences portfolio consists of two promising preclinical biotechnology companies in Orocidin A/S and Bio-Convert A/S led by the accomplished pharmacologist, Allan Wehnert, who serves as CEO of both companies.

Orocidin A/S is developing a proprietary first-of-its-kind medical treatment for aggressive periodontitis, with Bio-Convert A/S focused on a treatment against oral leukoplakia (OLK) – an oral potentially malignant disorder – by developing a novel proprietary mucoadhesive oral topical formulation designed to treat and reduce dysplasia levels, potentially offering a curative solution for oral leukoplakia.

Orocidin A/S latest development

Orocidin A/S has successfully completed a 14-day toxicology study in hamsters and a test of effectiveness in a Beagle Dog Study, respectively.

In the 14-days toxicology study, all animals exhibited high tolerance to the drug, with no adverse reactions and irritation at the buccal application site. No significant side effects were observed and more importantly, the necroscopic cross examination showed no changes in tissues. The successful completion of this study marks an important milestone for Orocidin A/S, providing the foundation for the upcoming pivotal 8-week toxicity study.

The Beagle Dog Study is the first study that shows Orocidin A/S drug, QR-01, having a direct effect on periodontitis diagnosed beagle dogs. The 13-day small efficacy study was conducted on beagle dogs with clinically confirmed periodontitis. The dogs demonstrated consistent improvements across key clinical endpoints, including the Gingival Index, the Plaque Index and overall periodontal Disease.

Moreover, QR-01 was well tolerated, with no adverse side effects reported throughout the treatment period. This represents a significant milestone for Orocidin’s lead product, QR-01, and strengthens Nordicus’ and Orocidin’s confidence as Orocidin prepare for the upcoming human pilot efficacy study.

Bio-Convert A/S latest development

Bio-Convert has received positive and constructive scientific advice from the Danish Medicines Agency (DKMA) regarding QR-02 as a treatment for oral leukoplakia. DKMA’s feedback paves the way toward a First in Human trial, with a high likelihood of animal studies rendered dispensable for the proposed formulation and route of application.

Results of Operations

Three Months Ended ~~December~~June 3130, ~~2024~~2025 Compared to the Three Months Ended ~~December~~June 3130, ~~2023~~2024

Operating Expenses

During the three months ended ~~December~~June 3130, ~~2024~~2025, we had officer compensation expense of $~~518~~65,~~654~~354 compared to $3049,~~158~~442 for the three months ended ~~December~~ 31June 30, ~~2023~~2024, an increase of $~~488~~15,~~496~~912 or ~~1620~~32%. This increase was primarily due to an increase in salaries for ~~and an issuance of stock options to~~ the Company’s chief executive officer and chief financial officer ~~as well as increased compensation for and an issuance of stock options to members of the Company’s Board of the Directors~~. See Note 5 to our accompanying unaudited condensed consolidated financial statements for more information on these transaction.

2823

For the three months ended ~~December~~June 3130, ~~2024~~2025, we had professional fees of $~~158~~277,~~712~~771 compared to $4325,~~728~~782 for the three months ended ~~December 31,~~June ~~2023~~30, 2024, an increase of $~~114~~251,~~984~~989 or ~~263~~977%. The increase is largely due to increased legal and accounting expenses related to the ~~business combinations~~acquisitions ~~with~~ of Orocidin and Bio-Convert.

For the three months ended ~~December~~June 3130, ~~2024~~2025, we had no consulting expense ~~of $57,586~~ compared to $—150,000 for the three months ended ~~December 31~~June 30, ~~2023~~2024, ana ~~increase~~ decrease of $57150,~~586~~000. The ~~increase~~decrease is due to fees paid to new members of Orocidin’s advisory board ~~and~~as well as the issuance of ~~restricted~~Common ~~stock units~~ Stock to a third ~~party~~parties as compensation for consulting services rendered during the ~~nine~~three months ended ~~December~~June 3130, 2024 that did not occur during the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2025.

For the three months ended ~~December~~June 3130, ~~2024~~2025, we had general and administrative expenses (“G&A”) of $~~115~~65,~~050~~112 compared to $132,~~104~~ 945 for the three months ended ~~December~~June 3130, ~~2023~~2024, an increase of $~~113~~32,~~946~~167 or 98%. The increase in G&A expense is attributable to increased travel expenses as well as increased ~~SEC~~investor ~~and~~relation ~~other regulatory filing fees related to the acquisitions of Orocidin and Bio-Convert~~expenses. In addition, there was an increase in costs related to directors and officers insurance resulting from the expansion of the business.

For the three months ended ~~December~~June 3130, ~~2024~~2025, we had research and development expense of $~~417~~423,~~808~~649 compared to $—zero for the three months ended June ~~December 31~~30, ~~2023~~2024, an increase of $~~417~~423,~~808~~649. The increase is due to research and development costs incurred by Orocidin and Bio-Convert ~~subsequent~~ towhich ~~the~~were ~~acquisition~~not ofacquired ~~each~~until May ~~entity during the nine months ended December 31,~~ 2024 ~~that~~and ~~did~~November ~~not occur during the nine months ended December 31~~2024, ~~2023~~respectively.

Other (Expense) Income

For the three months ended ~~December~~June 3130, ~~2024~~2025, we ~~had~~recorded noa ~~other~~loss ~~expense~~of or$375,000 ~~income~~on inthe ~~this~~change ~~period~~in ~~and~~investment ~~the~~compared ~~prior~~to ~~period.~~no ~~Interest~~change ~~expense~~in isfair value ~~insignificant~~of investments for ~~both~~the ~~periods~~three months ended June 30, 2024.

~~For the~~Other ~~three~~Comprehensive ~~months~~Income ended December 31, 2024, the Company recorded a loss of $280,000 on the change in fair value of its liability classified warrants issued to a related party. The Company did not record a gain or loss related to the fair value of warrants for three months ended December 31, 2023 as the warrants issued to a related party were equity classified during that period.(Loss)

~~Nine~~For the three months ended June 30, 2025, ~~Months~~we ~~Ended~~recorded ~~December~~a 31gain of $5,192,630 ~~2024~~on ~~Compared~~foreign currency translation adjustments compared to ~~the~~a ~~Nine~~loss ~~Months~~of ~~Ended~~$230 ~~December~~for 31the three months ended June 30, ~~2023~~2024. The increase is primarily driven by a higher volume of intangible assets denominated in Danish Krone and fluctuations the foreign exchange rates.

Operating Expenses

During the nine months ended December 31, 2024, we had officer compensation expense of $617,200 compared to $87,751 for the nine months ended December 31, 2023, an increase of $529,449 or 603%. This increase was primarily due to an increase in salaries for and an issuance of stock options to the Company’s chief executive officer and chief financial officer as well as increased compensation for and an issuance of stock options to the members of the Company’s Board of the Directors. See Note 5 to our accompanying unaudited consolidated financial statements for more information on these transaction.

For the nine months ended December 31, 2024, we had professional fees of $230,922 compared to $120,521 for the nine months ended December 31, 2023, an increase of $110,401 or 92%. The increase is largely due to increased legal and accounting expenses related to the business combinations with Orocidin and Bio-Convert.

For the nine months ended December 31, 2024, we had consulting expense of $207,586 compared to $— for the nine months ended December 31, 2023, an increase of $207,586. The increase is due to fees paid to new members of Orocidin’s advisory board as well as the issuance of Common Stock and restricted stock units to third parties as compensation for consulting services rendered during the nine months ended December 31, 2024 that did not occur during the nine months ended December 31, 2023.

For the nine months ended December 31, 2024, we had general and administrative expenses (“G&A”) of $219,149 compared to $15,188 for the nine months ended December 31, 2023, an increase of $203,961 or 1343%. The increase in G&A expense is attributable to increased travel expenses as well as increased SEC and other regulatory filing fees related to the acquisitions of Orocidin and Bio-Convert. In addition, there was an increase in costs related to directors and officers insurance resulting from the expansion of the business.

For the nine months ended December 31, 2024, we had research and development expense of $761,017 compared to $— for the nine months ended December 31, 2023, an increase of $761,017 or 100%. The increase is due to research and development costs incurred by Orocidin and Bio-Convert subsequent to the acquisition of each entity during the nine months ended December 31, 2024 that did not occur during the nine months ended December 31, 2023.

Other (Expense) Income

For the nine months ended December 31, 2024, we had no other expense or income compared to total other expense of $9,384 for the nine months ended December 31, 2023, which was not recurring. Interest expense is insignificant for both periods.

For the nine months ended December 31, 2024, the Company recorded a loss of $280,000 on the change in fair value of its liability classified warrants issued to a related party. The Company did not record a gain or loss related to the fair value of warrants for nine months ended December 31, 2023 as the warrants issued to a related party were equity classified during that period.

Liquidity and Capital Resources

During the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025, we used $~~899~~425,~~517~~698 in operating activities compared to $~~151~~217,~~004~~549 used in operating activities during the ~~nine~~three months ended ~~December~~June 3130, 2024. This increase is primarily due to the significant increase in operating expenses incurred, as ~~detailed~~ detailed in the preceding section, partially offset by net noncash operating activity of $375,000 and increases in accounts payable and accrued expenses of $609,328.

During the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025, we had ~~$156,174~~no ~~provided by~~ investing activities compared to no$134,572 ~~cash used in or~~ provided by investing activities during the three ~~nine~~ months ended ~~December~~June 3130, ~~2023~~2024. This cash provided by investing activities during the ~~nine~~three months ended ~~December~~June 3130, 2024 resulted from cash ~~the~~acquired ~~business~~in ~~combinations~~the ~~with~~acquisitions ~~Orocidin~~of ~~and Bio-Convert~~Orocidin.

During the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025, we received $~~766~~409,~~450~~970 from financing activities ~~from~~primarily ~~the~~related ~~exercise~~to ~~of warrants and proceeds from~~ issuance of common stock ~~in a capital raise~~. During the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024, we received $~~180~~60,000 from financing activities from the exercise of warrants ~~and $11,635 from a related party~~.

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of our operations is based on our unaudited ~~consolidated~~condensed consolidated financial statements and accompanying notes, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Certain amounts included in or affecting the unaudited ~~consolidated~~condensed consolidated financial statements presented in this Form 10-Q and related disclosure must be estimated, requiring management to make assumptions with respect to values or conditions which cannot be known with certainty at the time the unaudited condensed consolidated financial statements are prepared. Management believes that the accounting policies set forth below comprise the most important “critical accounting estimates” for the Company. Management evaluates such estimates on an ongoing basis, based upon historical results and experience, consultation with experts and other methods that management considers reasonable in the particular circumstances under which the judgments and estimates are made, as well as management’s forecasts as to the manner in which such circumstances may change in the future.

Indefinite-lived Intangible Assets

~~The~~We ~~Company~~account ~~accounts~~ for ~~its~~ indefinite-lived intangible assets in accordance with ASC Topic 350, Intangibles - Goodwill and Other (“ASC 350”). Indefinite-lived intangible assets (e.g. IPR&D), are not amortized but instead are reviewed for impairment annually, or more frequently if an event occurs or circumstances change which indicate that an asset might be impaired. Pursuant to ASC 350, ~~the Company~~we ~~tests~~test ~~its~~ indefinite-lived intangible assets for impairment by comparing their fair values to their carrying values. An impairment charge is recorded if the estimated fair value of such assets has decreased below their carrying values.

Fair Value of Financial Instruments

~~The~~We ~~Company~~follow ~~follows~~ paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of ~~its~~our financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of ~~its~~our financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Business Combinations

~~The~~We ~~Company~~account ~~accounts~~ for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the unaudited condensed consolidated financial statements from the acquisition date.

Goodwill

~~The~~We ~~Company~~assess ~~assesses~~ goodwill for impairment on an annual basis or more frequently when events and circumstances occur indicating that the ~~recorded~~ recorded goodwill may be impaired. ~~The~~We ~~Company~~ regularly ~~monitors~~monitor current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process of evaluating the potential impairment of goodwill requires significant judgment. In performing ~~the~~our ~~Company’s~~ annual goodwill impairment test, ~~the~~we ~~Company~~are is permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of ~~the~~our ~~Company’s~~ reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment, ~~the~~ ~~Company~~we ~~considers~~consider certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is less than its carrying amount. ~~The~~We ~~Company~~are is also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If ~~the~~we ~~Company~~choose ~~chooses~~ to undertake the qualitative assessment and ~~concludes~~conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, ~~the~~we ~~Company~~ would then proceed to the quantitative impairment test. In the quantitative assessment, ~~the~~we compare ~~Company compares~~ the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded. We assess goodwill for impairment on an annual basis as of March 31 or more frequently when events and circumstances occur indicating that recorded goodwill may be impaired.

Off-Balance Sheet Arrangements

As of ~~December 31~~June 30, ~~2024~~2025, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Not~~We ~~applicable~~are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls and Procedures

Our chief executive and financial officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~December~~June 3130, ~~2024~~2025, using the Internal Control –- Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities ~~Exchange~~ Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions to be made regarding required disclosure. It should be noted that any system of controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met and that management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our chief executive and financial officer concluded that our disclosure controls and procedures as of ~~December~~June 3130, ~~2024~~2025, were not effective at the reasonable assurance level due to limited resources in the finance and accounting functions. We intend to take appropriate and reasonable steps to make improvements to remediate these deficiencies.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~PART II. OTHER INFORMATION~~26

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against us by any federal, state or local governmental agency. Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to us.

Item 1A. Risk Factors

Not applicable.

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

None.

Item 6. Exhibits

Exhibit No.		Description
10.1		Directors Agreement, dated as of August 7, 2025, between the Company and Torben Jensen. (1)
10.2		Directors Agreement, dated as of August 7, 2025, between the Company and Kim T. Mücke. (2)
10.3		Directors Agreement, dated as of August 7, 2025, between the Company and Andrew J. Ritter. (3)
31.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxomony Extension Calculation Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1)	Previously filed as Exhibit 10.1 to Form 8-K filed with the Commission on August 7, 2025.
(2)	Previously filed as Exhibit 10.2 to Form 8-K filed with the Commission on August 7, 2025.
(3)	Previously filed as Exhibit 10.3 to Form 8-K filed with the Commission on August 7, 2025.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 2, 2025 Nordicus Partners Corporation

Dated: August 19, 2025	Nordicus Partners Corporation

	By	/s/ Henrik Rouf
		Henrik Rouf
		Chief Executive Officer and Principal Executive

	By	/s/ Bennett J. Yankowitz
		Bennett J. Yankowitz
		Director, Chief Financial Officer
		Principal Financial and Accounting Officer

By /s/ Henrik Rouf Henrik Rouf Chief Executive Officer and Principal Executive By /s/ Bennett J. Yankowitz Bennett J. Yankowitz Director, Chief Financial Officer Principal Financial and Accounting Officer By /s/ Peter Severin Peter Severin Chairman By /s/ Henrik Keller Henrik Keller Director28

Filing Compare · Nordicus Partners Corp