Annual Report for Fiscal Year Ending March 31, 2026 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (the "MD&A") should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Annual Report. The MD&A contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words "believe," "plan," "intend," "anticipate," "target," "estimate," "expect," and the like, and/or future-tense or conditional constructions ("will," "may," "could," "should," etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Annual Report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors including, but not limited to, those noted under "Risk Factors" in this Annual Report.

We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report, except as required by U.S. federal securities laws.

Overview

Nordicus Partners Corporation is a U.S. publicly listed biotech company specializing in developing breakthrough therapeutics for diseases with unmet medical needs. Current portfolio companies include the three promising preclinical biotechnology companies Orocidin A/S, Bio-Convert A/S and NoviThera ApS.

Organizational History Summary

Our detailed corporate history is described in Item 1. In summary, after our pre-2021 history as a Delaware corporation under prior names, the Company underwent a change-of-control transaction with Reddington Partners LLC beginning in October 2021, completed reverse stock splits in March 2022 and November 2024, acquired NP Bioinnovation A/S in February 2023, changed its name to Nordicus Partners Corporation and ticker symbol to NORD in May 2023, acquired Orocidin A/S and Bio-Convert A/S in 2024, formed NoviThera ApS in October 2025 and expanded its board and governance committee structure in 2025.

Our Business

Nordicus Partners Corporation ("Nordicus" or the "Company") is a U.S. publicly listed biotech company specializing in developing breakthrough therapeutics for diseases with unmet medical needs. Nordicus focuses on acquiring and developing drugs from innovative biotech companies in the Nordics, a region known for its scientists, life sciences ecosystem and drug discoveries and developments. Nordicus is dedicated to developing breakthrough therapeutics in diseases with unmet medical needs - starting with oral disorders. Its scientific foundation targets inflammation and immune modulation. In 2024, Nordicus acquired 100% of Orocidin A/S, a Danish preclinical-stage biotech company developing next-generation therapies for periodontitis and 100% of Bio-Convert A/S, a Danish preclinical-stage biotech company dedicated to developing treatments for oral leukoplakia.

Nordicus' portfolio diversification strategy positions it as a stable and resilient company, mitigating risk with significant upside potential.

Our Approach and Value Creation Process

Nordicus employs a 4-step value creation process:

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Scout and Accelerate: Nordicus targets high-impact potential companies, providing capital, resources and expertise to drive critical milestones such as patent filings and clinical trials.

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Acquire and Exit: Nordicus acquires controlling stakes to maximize value creation and exit at premium multiples.

We scout the Nordic region looking for early-stage life sciences companies developing drugs or treatments for diseases in high growth markets with significant unmet medical needs, all in potential multibillion USD markets.

After a vigorous due diligence process, the chosen companies will be offered to join Nordicus' accelerator program. Once the chosen companies have become accelerator clients, Nordicus takes an active role in advising the management team, assisting with strengthening the companies' Board of Directors and establishing Advisory Boards including making introductions to strategic partners and 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, Orocidin A/S and Bio-Convert A/S, led by the accomplished pharmacologist, Allan Wehnert, who serves as CEO of both companies. In October 2025, the Company formed a third subsidiary, NoviThera, also led by Alan Wehnert.

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.

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

NoviThera is developing a drug for the treatment of psoriasis, an immune-mediated inflammatory disease that causes keratinocyte hyperproliferation and inflammation.

Orocidin A/S

Orocidin A/S has successfully completed a 14-day toxicology study in hamsters and two tests of effectiveness in a Beagle Dog Study and a Wistar Rat Study.

In the 14-day toxicology study, all animals exhibited high tolerance to the drug, with no adverse reactions or irritation at the buccal application site. No significant side effects were observed and more importantly, the necropsy 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's drug, QR-01, having a direct effect on beagle dogs diagnosed with periodontitis. 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 prepares for the upcoming human pilot efficacy study.

In the second efficacy study, rats with induced periodontitis treated with QR-01 demonstrated improvements in Probing Depth (PD-mm), Gingival Index (GI), Bleeding on Probing (BOP) and Plaque Levels (PL). More importantly, lower bone loss was demonstrated in treated rats compared to non-treated rats measured by micro-CT scanning. Until now, this has not been demonstrated.

In summary, Orocidin has now demonstrated efficacy in treating periodontitis in two different animals using two methods. The first Phase IIa clinical trial in patients is now anticipated to start in the first half of 2027 at the University of Copenhagen in Denmark.

Bio-Convert

Bio-Convert's QR-02 compound targets oral leukoplakia (OLK), which consists of potentially pre-cancerous lesions in the mouth, with up to a 30% conversion rate to oral cancer. No approved medical treatment exists for OLK, with surgery the only true alternative.

The company's proprietary oral gel QR-02 has several unique advantages, including antitumor and antiviral effects, reducing the risk of dysplasia and enabling more precise and efficient treatment, compared to methods used today.

Bio-Convert obtained a toxicity waiver from the Danish Medicine Agency (DKMA) for QR-02 and is currently finalizing its GMP (Good Manufacturing Practice) product, expected to be completed by December 2026 in Germany. Bio-Convert anticipates moving into Phase IIa clinical trials in Europe beginning in the first half of 2027.

NoviThera

NoviThera's QR-04 compound has the goal to develop a novel anti-monoclonal antibody treatment designed to cure psoriasis or prevent its occurrence. Currently, no permanent cure for psoriasis exists, leading to a significant unmet medical need for patients and huge market potential.

NoviThera recently completed a study in mice, and with such study demonstrated biological proof of concept.

Results of Operations

Fiscal Year Ended March 31, 2026 Compared to the Fiscal Year Ended March 31, 2025

Revenue

During the year ended March 31, 2026, we had no revenue relating to consulting income compared to $5,000 for the year ended March 31, 2025, a decrease of $5,000 or 100%.

Operating Expenses

During the year ended March 31, 2026, we had officer compensation expense of $615,284 compared to $662,554 for the year ended March 31, 2025, a decrease of $47,270 or 7%. This decrease was primarily due to stock-based compensation for board members in November 2024, partially offset by an increase in salaries for the Company's chief executive officer and chief financial officer in July 2025. See Note 5 to our accompanying consolidated financial statements for more information on these transactions.

For the year ended March 31, 2026, we had professional fees of $940,727 compared to $351,773 for the year ended March 31, 2025, an increase of $588,954 or 167%. The increase was primarily due to increased legal and accounting expenses related to the acquisition of NoviThera during the year ended March 31, 2026 and accounting and legal expenses for prior acquisitions of Orodicin and Bio Convert.

For the year ended March 31, 2026, we had consulting expense of $317,960 compared to $248,878 expense for the year ended March 31, 2025, an increase of $69,082 or 28%. The increase is due to the issuance of restricted stock units to a third party as compensation for consulting services rendered during the year ended March 31, 2026 related to our Nasdaq uplist application.

For the year ended March 31, 2026, we had general and administrative expenses ("G&A") of $890,055 compared to $331,724 for the year ended March 31, 2025, an increase of $558,331 or 168%. The increase in G&A expense is attributable to increased staff salaries along with the addition of additional administrative assistance, a media advisor, and an increase in costs related to directors and officers insurance resulting from the expansion of the business.

For the year ended March 31, 2026, we had research and development expense of $1,606,972 compared to $1,329,436 for the year ended March 31, 2025, an increase of $277,536 or 21%. The increase was primarily driven by increased operations of NoviThera, which was formed during the year ended March 31, 2026, and by increased activities of NP Bioinnovation A/S. Both subsidiaries contributed a full year of operations following their respective acquisitions, with activities focused on advancing Orodicin and Bio Convert.

Other (Expense) Income

For the year ended March 31, 2026, we recorded $324,194 of other income compared to $2,085 for the year ended March 31, 2025 due to changes in fair value of investments.

Other Comprehensive Income (Loss)

For the year ended March 31, 2026, we recorded a gain of $3,699,514 on foreign currency translation adjustments compared to a gain of $618,233 for the year ended March 31, 2025. The increase is primarily driven by the strengthening of the Danish Krone against the U.S. Dollar by approximately 6.15% from March 31, 2025 to March 31, 2026, which increased the U.S. Dollar value of our DKK-denominated net assets upon translation.

Liquidity and Capital Resources

In August 2025, our Board of Directors authorized a share repurchase program which permits us to repurchase up to an aggregate of 200,000 shares of our Common Stock from existing shareholders only, solely in privately negotiated transactions, at a purchase price per share not greater than the then-current market price as determined based on the last reported sale price of our Common Stock on our principal trading market. We are not obligated to repurchase any shares and may suspend or terminate the program at any time. Repurchased shares may be held as treasury stock or retired, as determined by management. The repurchase program will remain in effect until the earliest of (i) the repurchase of 200,000 shares, (ii) 12 months from the date the program was authorized, or (iii) revocation by further Board action. On October 1, 2025, the Company repurchased 57,642 shares of Common Stock from an existing shareholder for $1.36 per share. The repurchase was made pursuant to the share repurchase program authorized by the Company's Board of Directors. Following the transaction, 646,979 shares remain authorized for repurchase.

In September 2025, we applied to uplist its common stock to the Nasdaq Capital Market ("Nasdaq"). Pending the requisite approvals, the Company will endeavor to raise capital through the sale of its common stock on terms available to entities listed on the Nasdaq.

During the year ended March 31, 2026, we used cash of $4,324,775 in operating activities compared to $1,284,615 used in operating activities during the year ended March 31, 2025. This increase is primarily due to the increase in net loss of $1,129,524, as detailed in the preceding section, and decreases in changes in assets and liabilities of $1,365,407, and net noncash operating activity of $545,229.

During the year ended March 31, 2026, we had net cash used in investing activities of $10,158 compared to $147,812 provided by investing activities during the year ended March 31, 2025. The decrease was primarily attributable to no acquisitions in the current year in which the Company obtained cash.

During the year ended March 31, 2026, we received $4,335,448 from financing activities primarily related to issuance of common stock. During the year ended March 31, 2025, we received $1,079,927 from financing activities primarily related to proceeds from the issuance of common stock and the exercise of warrants.

Critical Accounting Estimates

Our management's discussion and analysis of our financial condition and results of our operations is based on our 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 consolidated financial statements presented in this Form 10-K and related disclosure must be estimated, requiring management to make assumptions with respect to values or conditions that cannot be known with certainty at the time the 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

We account for 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 that indicate that an asset might be impaired. Pursuant to ASC 350, we test indefinite-lived intangible assets for impairment by comparing their fair values to their carrying values. Fair value is estimated using an income approach based on discounted cash flow methodologies that incorporate significant assumptions including projected revenues, probability-adjusted development and commercialization assumptions, discount rates and other market participant assumptions. An impairment charge is recorded if the estimated fair value of such assets has decreased below their carrying values.

Fair Value of Financial Instruments

We follow paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of our financial instruments and paragraph 820-10-35-37 of the FASB ASC ("Paragraph 820-10-35-37") to measure the fair value of 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

We account 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 consolidated financial statements from the acquisition date.

Goodwill

We assess goodwill for impairment on an annual basis or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. We regularly 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 our annual goodwill impairment test, we are permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of our reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment, we 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. We are also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If we choose to undertake the qualitative assessment and conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we would then proceed to the quantitative impairment test. In the quantitative assessment, we compare the fair value of the reporting unit to its carrying amount, which includes goodwill. Fair value is estimated using an income approach based on discounted cash flow methodologies that incorporate significant assumptions including projected revenues, operating results, probability-adjusted cash flows, discount rates and other market participant assumptions. 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 March 31, 2026, 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.