Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2024
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period from ______________ to_______________

Commission file number: 000-56074

BIOTRICITY INC.

(Exact name of registrant as specified in its charter)

Nevada		30-0983531
State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

203 Redwood Shores Parkway, Suite 600

Redwood City, California 94065

(Address of principal executive offices)

(650) 832-1626

(Registrant's Telephone Number, Including Area Code)

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

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

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer☒

Smaller reporting company ☒
Emerging growth company ☐

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BTCY		OTCQB

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 24,394,442shares of Common Stock, $0.001par value, at November 13, 2024. As at that same date, the Company also has 160,672 Exchangeable Shares outstanding that convert directly into common shares, which when combined with its Common Stock produce an amount equivalent to 24,555,114 outstanding voting securities.

BIOTRICITY INC.

Part I - Financial Information	3
Item 1 - Condensed Consolidated Financial Statements	3
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3 - Quantitative and Qualitative Disclosures About Market Risk	49
Item 4 - Controls and Procedures	49
Part II - Other Information	50
Item 1 - Legal Proceedings	50
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3 - Defaults Upon Senior Securities	50
Item 4 - Mine Safety Disclosures	50
Item 5 - Other Information	50
Item 6 - Exhibits	50
Signatures	51

PART 1

FINANCIAL INFORMATION

Item 1 - Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets at September 30, 2024 (unaudited) and March 31, 2024 (audited)	4
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended September 30, 2024 and 2023 (unaudited)	5
Condensed Consolidated Statements of Mezzanine Equity and Stockholders' Deficiency for the three and six months ended September 30, 2024 and 2023 (unaudited)	6
Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2024 and 2023 (unaudited)	9
Notes to the Condensed Consolidated Financial Statements	10

BIOTRICITY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2024 (unaudited) AND MARCH 31, 2024 (audited)

(Expressed in US Dollars)

		As at September 30, 2024			As at March 31, 2024
			$				$
CURRENT ASSETS
Cash			173,270				786,060
Accounts receivable, net			1,499,990				1,468,655
Inventory [Note 3]			1,817,561				1,879,402
Deposits and other receivables			573,674				336,456
Total current assets			4,064,495				4,470,573
Deposits and other receivables [Note 10]			112,972				85,000
Long-term accounts receivable			78,699				149,907
Property and equipment [Note 12]			12,576				15,552
Operating right of use assets [Note 10]			1,023,318				1,221,593
TOTAL ASSETS			5,292,060				5,942,625
CURRENT LIABILITIES
Accounts payable and accrued liabilities [Note 4]			9,057,028				9,473,118
Convertible promissory notes and short term loans [Note 5]			8,479,032				9,376,471
Term loan, current			3,000,000				2,400,000
Derivative liabilities [Note 8]			460,059				991,866
Operating lease obligations, current [Note 10]			493,190				457,371
Total current liabilities			21,489,309				22,698,826
Federally guaranteed loans [Note 7]			870,800				870,800
Term loan [Note 6]			9,489,491				9,985,033
Derivative liabilities [Note 8]			1,649,177				1,435,668
Operating lease obligations			674,013				929,115
TOTAL LIABILITIES			34,172,790				35,919,442
MEZZANINE EQUITY
Series B Convertible Redeemable preferred stock, $0.001par value, 600shares authorized as of September 30, 2024 and March 31, 2024, respectively, 405and 265shares issued and outstanding as of September 30, 2024 and March 31, 2024, respectively [Note 9]			2,286,105				1,488,920
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001par value, 9,979,400shares authorized as of September 30, 2024, and March 31, 2024, respectively, 1share issued and outstanding as of September 30, 2024, and March 31, 2024 [Note 9]			1				1
Series A preferred stock, $0.001par value, 20,000shares authorized as at September 30, 2024, and March 31, 2024, respectively, 200and 6,304preferred shares issued and outstanding as at September 30, 2024, and March 31, 2024, respectively [Note 9]			0				6
Common stock, $0.001par value, 125,000,000shares authorized as at September 30, 2024, and March 31, 2024, respectively. Issued and outstanding common shares: 22,863,261and 9,353,768as at September 30, 2024 and March 31, 2024, respectively, and exchangeable shares of 160,672outstanding as at September 30, 2024 and March 31, 2024, respectively [Note 9]			23,024				9,515
Shares to be issued 194,998and 324,276shares of common stock as at September 30, 2024 and March 31, 2024, respectively) [Note 9]			142,537				269,065
Additional paid-in-capital			104,842,124				95,723,083
Accumulated other comprehensive (loss) / income			(73,415	)			32,378
Accumulated deficit			(136,101,106	)			(127,499,785	)
Total stockholders' deficiency			(31,166,835	)			(31,465,737	)
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIENCY			5,292,060				5,942,625

Commitments and contingencies [Note 11]

Subsequent events [Note 13]

See accompanying notes to unaudited Condensed Consolidated Financial Statements

BIOTRICITY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024, AND 2023 (unaudited)

(Expressed in US Dollars)

		Three Months Ended September 30, 2024			Three Months Ended September 30, 2023			Six Months Ended September 30, 2024			Six Months Ended September 30, 2023
								$			$
REVENUE			3,266,846				2,891,297				6,468,589				5,912,062
Cost of Revenue			807,672				892,019				1,646,247				1,996,080
GROSS PROFIT			2,459,174				1,999,278				4,822,342				3,915,982
OPERATING EXPENSES
Selling, general and administrative expenses			2,248,864				3,487,331				5,214,983				7,007,546
Research and development expenses			517,982				697,620				1,031,877				1,410,595
TOTAL OPERATING EXPENSES			2,766,846				4,184,951				6,246,860				8,418,141
LOSS FROM OPERATIONS			(307,672	)			(2,185,673	)			(1,424,518	)			(4,502,159	)
Interest expense			(752,075	)			(753,268	)			(1,520,748	)			(1,413,780	)
Accretion and amortization expenses [Note 5,6]			(339,888	)			(596,420	)			(1,484,616	)			(1,153,639	)
Change in fair value of derivative liabilities [Note 8]			(193,757	)			(18,783	)			(500,619	)			82,669
Gain (loss) upon convertible promissory notes conversion and redemption [Note 9]			(4,690	)			6,684				(132,301	)			13,132
Other income (expense) [Note 9]			36,314				(143,380	)			(193,486	)			(129,945
NET LOSS BEFORE INCOME TAXES			(1,561,768	)			(3,690,840	)			(5,256,288	)			(7,103,722	)
Income taxes [Note 3]			-				-				-				-
NET LOSS BEFORE DIVIDENDS			(1,561,768	)			(3,690,840	)			(5,256,288	)			(7,103,722	)
Preferred Stock Dividends			(91,261	)			(190,442	)			(290,353	)			(379,139	)
Deemed Dividends [Note 9]			-				-				(3,054,680	)			-
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS			(1,653,029	)			(3,881,282	)			(8,601,321	)			(7,482,861	)
Translation adjustment			(129,376	)			281,240				(105,793	)			105,410
COMPREHENSIVE LOSS			(1,782,405	)			(3,600,042	)			(8,707,114	)			(7,377,451	)
LOSS PER SHARE, BASIC AND DILUTED			(0.073	)			(0.441	)			(0.469	)			(0.853	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			22,493,626				8,795,742				18,354,277				8,774,242

See accompanying notes to unaudited Condensed Consolidated Financial Statements

BIOTRICITY INC.

CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIENCY

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024, AND 2023 (unaudited)

		Mezzanine Equity			Total Mezzanine Equity			Preferred stock			Common stock and exchangeable common shares			Shares to be Issued			Additional paid in capital			Accumulated other comprehensive income			Accumulated deficit			Total Stockholders' Deficiency
		Shares			$			$			Shares			$			Shares			$			Shares			$			$			$			$			$
Balance, June 30, 2024			405				2,186,203				2,186,203				201				1				21,645,068				21,645				321,757				359,709				104,231,071				55,961				(134,448,077	)			(29,779,690	)
Issuance of mezzanine equity [Note 9]			55				242,809				242,809																																								-
Issuance of common shares from shares to be issued [Note 9]																							287,802				288				(287,802	)			(311,790	)			311,502												-
Conversion of mezzanine equity into common shares [Note 9]			(25	)			(142,907	)			(142,907	)											1,091,063				1,091												242,666												243,757
Conversion of convertible notes into common shares [Note 9]																															121,043				74,618																74,618
Issuance of shares for services [Note 9]																															40,000				20,000																20,000
Stock based compensation - ESOP [Note 9]																																							56,885												56,885
Translation adjustment																																											(129,376	)							(129,376	)
Net loss before dividends for the period																																															(1,561,768	)			(1,561,768	)
Preferred stock dividends																																															(91,261	)			(91,261	)
Balance, September 30, 2024			435				2,286,105				2,286,105				201				1				23,023,933				23,024				194,998				142,537				104,842,124				(73,415	)			(136,101,106	)			(31,166,835	)

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

		Preferred stock			Common stock and exchangeable common shares			Shares to be Issued			Additional paid in capital			Accumulated other comprehensive loss			Accumulated deficit			Total
		Shares			$			Shares			$			Shares			$			$			$			$			$
Balance, June 30, 2023 (unaudited)			6,305				7				8,752,505				8,753				3,955				24,999				93,055,658				(328,627	)			(116,172,404	)			(23,411,614	)
Issuance of common stock			-				-				57,743				58				-				-				119,227				-				-				119,285
Stock based compensation - ESOP [Note 9]			-				-				-				-				-				-				163,335				-				-				163,335
Translation adjustment			-				-				-				-				-				-				-				281,240				-				281,240
Net loss before dividends for the period			-				-				-				-				-				-				-				-				(3,690,840	)			(3,690,840	)
Preferred stock dividends			-				-				-				-				-				-				-				-				(190,442	)			(190,442	)
Balance, September 30, 2023 (unaudited)			6,305				7				8,810,248				8,811				3,955				24,999				93,338,220				(47,387	)			(120,053,686	)			(26,729,036	)

		Preferred stock			Common stock and exchangeable common shares			Shares to be Issued			Additional paid in capital			Accumulated other comprehensive loss			Accumulated deficit			Total
		Shares			$			Shares			$			Shares			$			$			$			$			$
Balance, March 31, 2023 (audited)			6,305				7				8,752,510				8,753				3,955				24,999				92,844,478				(152,797	)			(112,570,825	)			(19,845,385	)
Issuance of common stock			-				-				-				-				57,743				58				119,227				-				-				119,285
Stock based compensation - ESOP [Note 9]			-				-				-				-				-				-				374,515				-				-				374,515
Translation adjustment			-				-				-				-				-				-				-				105,410				-				105,410
Net loss before dividends for the period			-				-				-				-				-				-				-				-				(7,103,722	)			(7,103,722	)
Preferred stock dividends			-				-				-				-				-				-				-				-				(379,139	)			(379,139	)
Balance, September 30, 2023 (unaudited)			6,305				7				8,810,248				8,811				3,955				24,999				93,338,220				(47,387	)			(120,053,686	)			(26,729,036	)

See accompanying notes to unaudited Condensed Consolidated Financial Statements

BIOTRICITY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024, AND 2023 (UNAUDITED)

(Expressed in US Dollars)

		Six Months Ended September 30, 2024			Six Months Ended September 30, 2023
		$			$
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			(5,256,288	)			(7,103,722	)
Adjustments to reconcile net loss to net cash used in operations:
Stock based compensation			115,863				374,515
Issuance of shares for services			81,120				-
Issuance of warrants for services			-				-
Accretion and amortization expenses			1,484,616				1,153,639
Change in fair value of derivative liabilities			500,619				(82,669	)
(Gain) loss upon convertible promissory notes conversion and redemption			132,301				(13,132	)
Other expense regarding loss on debt modification			-				59,161
Property and equipment depreciation			2,977				2,977
Non-cash lease expense			198,275				178,320
Changes in operating assets and liabilities:
Accounts receivable, net			39,873				(411,440	)
Inventory			61,841				208,810
Deposits and other receivables			(265,190	)			348,388
Accounts payable and accrued liabilities			1,012,694				1,062,999
Net cash used in operating activities			(1,891,299	)			(4,222,154	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common shares, net			125,221				119,285
Issuance of preferred shares, net			1,732,532				1,900,000
Proceeds from convertible debentures, net			624,658				1,977,579
Proceeds from short term loan and promissory notes, net			(1,125,116	)			773,737
Preferred Stock Dividend			(18,016	)			(11,967	)
Net cash provided by financing activities			1,339,279				4,758,634
Net (increase) decrease in cash during the period			(552,020	)			536,480
Effect of foreign currency translation			(60,770	)			92,785
Cash, beginning of period			786,060				570,460
Cash, end of period			173,270				1,199,725
Supplemental disclosure of cash flow information:
Interest paid			1,235,256				1,046,621
Taxes			-				-

See accompanying notes to unaudited Condensed Consolidated Financial Statements

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

1. NATURE OF OPERATIONS

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

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

2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION

The Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") and are expressed in United States dollars ("USD").

The Condensed Consolidated Financial Statements of the Company have been prepared on a historical cost basis except derivative liabilities which are carried at fair value.

The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiary. Significant intercompany accounts and transactions have been eliminated.

Reclassifications

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

Reverse Split

On June 29, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation to effect a one-for-six (1-for-6) share consolidation (the "Reverse Split"). The Reverse Split became effective on July 3, 2023. As a result of the Reverse Split, every six shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock, without any change in the par value per share or to the number of shares authorized and began trading on a post-Reverse Split basis under the Company's existing trading symbol, "BTCY," on July 3, 2023. No fractional shares were outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock was automatically entitled to receive an additional fraction of a share of common stock to round up to the next whole share: 20,846shares were issued for this purpose on July 19, 2023. Lastly, the Reverse Split does not impact the amount of authorized, issued or outstanding shares of preferred stock.

All issued and outstanding common stock, common stock per share amounts and corresponding balance sheet accounts contained in the Condensed Consolidated Financial Statements have been retroactively adjusted to reflect this Reverse Split for all periods presented. In addition, a proportionate adjustment was made to the per share exercise and conversion price and the number of shares issuable upon the exercise or conversion of all outstanding stock options, warrants, convertible debt and equity instruments to purchase shares of common stock.

Going Concern, Liquidity and Basis of Presentation

The accompanying Condensed Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern. The Company is in the early stages of commercializing its product ecosystem and is concurrently continuing in development mode, operating a research and development program in order to develop, obtain regulatory clearance for, and commercialize other proposed products. The Company has incurred recurring losses from operations, and as of September 30, 2024, had an accumulated deficit of $ 136,101,106and a working capital deficiency of $17,424,814. Those conditions raise substantial doubt about its ability to continue as a going concern for a period of one year from the issuance of these Condensed Consolidated Financial Statements. The Condensed Consolidated Financial Statements do not include adjustments that might result from the outcome of this uncertainty.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

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

During the fiscal year ended March 31, 2023, the Company raised funds through short-term loans and promissory notes, net of repayments of $1,476,121from various lenders, and also raised funds through convertible notes, net of redemptions of $2,355,318from various lenders.

During the fiscal year ended March 31, 2024, the Company raised funds through short-term loans and promissory notes, net of repayments of $853,030and convertible notes, net of redemptions of $2,962,386from various lenders. The Company sold 36,897common shares through use of its registration statement, for gross proceeds of $123,347, raising a net amount of $119,285after paying a 3% placement fee and other issuance expenses.

Additionally, on September 19, 2023, the Company entered into a security purchase agreement with an institutional investor for the issuance and sale of 220 shares of the Company's newly designated Series B Preferred Stock, at a purchase price of $9,091 per share of Series B Preferred Stock (Note 9), or gross proceeds of $2,000,000. Net proceeds after issuance costs amounted to $1,900,000. During the three months ended March 31, 2024, 110 Series B preferred shares were issued for net proceeds of $925,000.

During the six months ended September 30, 2024, 220Series B preferred shares were issued for net proceeds of $1,732,532. The Company also raised $650,000from the issuance of convertible notes to a lender. Lastly, the Company sold 97,811common shares through use of its registration statement, for net proceeds of $125,221.

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

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

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Company adopted Accounting Standards Codification Topic 606, "Revenue from Contracts with Customers" ("ASC 606") on April 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the core principles - (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations in the contract, and (5) recognize revenue as performance obligations are satisfied.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

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

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

The Company recognized the following forms of revenue for the three and six months ended September 30, 2024, and 2023:

		Three months ended September 30			Six months ended September 30
		2024			2023			2024			2023
		$			$			$			$
Technology fees			3,064,814				2,731,461				6,081,064				5,500,379
Device sales			202,032				159,836				387,525				411,683
			3,266,846				2,891,297				6,468,589				5,912,062

Inventories

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

		September 30, 2024			March 31, 2024
		$			$
Raw material			1,073,409				1,128,700
Finished goods			744,152				750,702
			1,817,561				1,879,402

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

Significant accounting estimates and assumptions

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

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

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

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

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

●	Fair value of derivative liabilities
In determining the fair values of the derivative liabilities from the conversion and redemption features, the Company used Monte-Carlo and lattice models with the following assumptions: dividend yields, volatility, risk-free rate and the remaining expected life. Changes in those assumptions and inputs could in turn impact the fair value of the derivative liabilities and can have a material impact on the reported loss and comprehensive loss for the applicable reporting period.
●	Functional currency
Determining the appropriate functional currencies for entities in the Company requires analysis of various factors, including the currencies and country-specific factors that mainly influence labor, materials, and other operating expenses.
●	Useful life of property and equipment
The Company employs significant estimates to determine the estimated useful lives of property and equipment, considering industry trends such as technological advancements, past experience, expected use and review of asset useful lives. The Company makes estimates when determining depreciation methods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors. The Company reviews depreciation methods, useful lives and residual values annually or when circumstances change and adjusts its depreciation methods and assumptions prospectively.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

●	Provisions
Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows.
●	Contingencies
Contingencies can be either possible assets or possible liabilities arising from past events, which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events.
●	Inventory obsolescence
Inventories are stated at the lower of cost and market value. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in retail prices less estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, or declining selling prices.
●	Income and other taxes
The calculation of current and deferred income taxes requires the Company to make estimates and assumptions and to exercise judgment regarding the carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the tax authorities. In addition, when the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future based on its budgeted forecasts. These forecasts are adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses.
When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences. Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income tax balances on the consolidated balance sheets, a charge or credit to income tax expense included as part of net income (loss) and may result in cash payments or receipts. Judgment includes consideration of the Company's future cash requirements in its tax jurisdictions. All income, capital and commodity tax filings are subject to audits and reassessments. Changes in interpretations or judgments may result in a change in the Company's income, capital, or commodity tax provisions in the future. The amount of such a change cannot be reasonably estimated.
●	Incremental borrowing rate for lease
The determination of the Company's lease obligation and right-of-use asset depends on certain assumptions, which include the selection of the discount rate. The discount rate is set by reference to the Company's incremental borrowing rate. Significant assumptions are required to be made when determining which borrowing rates to apply in this determination. Changes in the assumptions used may have a significant effect on the Company's Condensed Consolidated Financial Statements.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

Earnings (Loss) Per Share

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

Cash

Cash includes cash on hand and balances with banks.

Foreign Currency Translation

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

Accounts Receivable

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

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

Fair Value of Financial Instruments

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

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

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

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

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

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

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

		As of September 30, 2024
Description		Total			Level 1			Level 2			Level 3
Assets:
Cash		$	173,270			$	173,270			$	-			$	-
Total assets at fair value		$	173,270			$	173,270			$	-			$	-
Liabilities:
Derivative liabilities, short-term		$	460,059			$	-			$	-			$	460,059
Derivative liabilities, long-term			1,649,177				-				-				1,649,177
Total liabilities at fair value		$	2,109,236			$	-			$	-			$	2,109,236

		As of March 31, 2024
Description		Total			Level 1			Level 2			Level 3
Assets:
Cash		$	786,060			$	786,060			$	-			$	-
Total assets at fair value		$	786,060			$	786,060			$	-			$	-
Liabilities:
Derivative liabilities, short-term		$	991,866			$	-			$	-			$	991,866
Derivative liabilities, long-term			1,435,668				-				-				1,435,668
Total liabilities at fair value		$	2,427,534			$	-			$	-			$	2,427,534

There were no transfers between fair value hierarchy levels during the six months ended September 30, 2024 and 2023.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

Property and Equipment

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

Office equipment

5years

Leasehold improvement

5years

Impairment for Long-Lived Assets

The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at September 30, 2024 and March 31, 2024, the Company believes there was no impairment of its long-lived assets.

Leases

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

Right-of-use ("ROU") asset represents the Company's right to use an underlying asset for the lease term and lease obligations represent the Company's obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated statement of operations and comprehensive loss. The Company determines the lease term by agreement with lessor. As the Company's lease does not provide implicit interest rate, the Company uses the Company's incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 10 for further discussion.

Income Taxes

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

Research and Development

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

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

Selling, General and Administrative

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

Stock Based Compensation

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

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

Convertible Notes Payable and Derivative Instruments

The Company has adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.

Series B Convertible Preferred Stock

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

Preferred Shares Extinguishments

The Company accounted for preferred stock redemptions and conversions in accordance to ASU-260-10-S99. For preferred stock redemptions and conversion, the difference between the fair value of consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock is accounted as deemed dividend distribution and subtracted from net loss.

Segment Information

Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company has identified its Chief Executive Officer ("CEO") as the chief operating decision maker ("CODM"). The Company operates in one operating segment. The Company's CODM allocates resources and assesses performance at the consolidated level. The Company's property and equipment and operating right of use lease asset are in the United States as of September 30, 2024, and 2023.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments." This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an "expected loss" model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments-Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective for fiscal years beginning after December 15, 2022. The Company has adopted Topic 326 on the Company's Condensed Consolidated Financial Statements according to the effective date and the adoption has no significant impact on the Company's Condensed Consolidated Financial Statements.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. There is no significant impact from adopting ASU 2019-12 on the Company's financial condition, results of operations, and cash flows.

In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer's common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company adopted this guidance for the fiscal year beginning April 1, 2022. There is no significant impact from adopting ASU 2021-04 on the Company's financial condition, results of operations, and cash flows.

On March 28, 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements. ASU 2023-01 is designed to clarify the accounting for leasehold improvements associated with common control leases, thereby reducing diversity in practice. The new standard is effective for the Company for its fiscal year beginning January 1, 2024, with early adoption permitted. There is no significant impact from adopting ASU No. 2023-01 on the Company's financial condition, results of operations, and cash flows.

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07") to improve the disclosures regarding a public entity's reportable segments and address requests from investors for additional, more detailed information about a reportable segment's expenses. The Company is required to adopt the guidance in the fourth quarter of fiscal 2025, though early adoption is permitted. There is no significant impact from adopting ASU 2023-07 on the Company's financial condition, results of operations, and cash flows.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures ("ASU 2023-09") to provide disaggregated income tax disclosures on rate reconciliation and income taxes paid. The Company is required to adopt the guidance in the fourth quarter of fiscal 2026, though early adoption is permitted. The Company is currently evaluating the impact of this amendment on its Condensed Consolidated Financial Statements.

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

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

		As at September 30, 2024			As at March 31, 2024
		$			$
Trade and other payables			4,800,049				5,081,992
Accrued liabilities			4,232,727				4,369,576
Deferred revenue			24,252				21,550
Total			9,057,028				9,473,118

Trade and other payables and accrued liabilities as at September 30, 2024 and March 31, 2024 included $307,085and $837,945, respectively, due to a shareholder, who is a director and executive of the Company.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

5. CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS

Series A Convertible Promissory Notes:

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

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

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

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

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

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

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

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

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

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

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

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

Prior to year ended March 31, 2022, $10,575,500face value of the Series A note was converted into common shares. As of March 31, 2022, the remaining face value was in the amount of $700,000.

During the three and six months ended September 30, 2024, the Company recognized discount amortization of $nil. As of September 30, 2024, the discount on Series A convertible notes was fully amortized. During the three and six months ended September 30, 2023, the Company recognized discount amortization of $16,455and 32,291, respectively as accretion and amortization expense.

As of September 30, 2024, and March 31, 2024, the Company recorded $223,187and $173,762, respectively, of interest accruals for the Series A Notes.

During the three and six months ended September 30, 2024, the Company recognized interest expense in the amount of $24,848and $49,425, respectively, on Series A convertible notes. During the three and six months ended September 30, 2023, the Company recognized interest expense in the amount of $18,798and $37,392, respectively, on Series A convertible notes.

Series B Convertible Notes

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

Commencing six months following the issuance date, and at any time thereafter, subject to the Company's Conversion Buyout clause, at the sole election of the holder, any amount of the outstanding principal and accrued interest of the note (the "outstanding balance") could be converted into that number of shares of Common Stock equal to: (i) the outstanding balance divided by (ii) the Conversion Price. Partial conversions of the note shall have the effect of lowering the outstanding principal amount of the note. The holder may exercise such conversion right by providing written notice to the Company of such exercise in a form reasonably acceptable to the Company (a "conversion notice"). Conversion price means (subject in all cases to proportionate adjustment for stock splits, stock dividends, and similar transactions), seventy-five percent (75%) multiplied by the average of the three (3) lowest closing prices during the previous ten (10) trading days prior to the receipt of the conversion notice.

The Series B Notes will automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization, as a result of which the Company's common stock shall be changed into another class or classes of stock of the Company or another entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the Company. Within the first 180 days after the issuance date, the Company may, at its discretion, redeem the notes for 115% of their face value plus accrued interest. The Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage.The warrants have a 3-year term from date of issuance and an exercise price that is $6.36per share for 100,000warrant shares and $9.0per share for 35,417warrant shares.

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

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

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

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

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

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

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

During the three and six months ended September 30, 2024, the Company redeemed $5,342and $22,009of Series B Notes, through a cash payment of $5,342and $25,342, respectively. A gain on redemption of $1,761and $8,320was recognized as a result of this redemption, representing the difference between the cash payment and the face value of Series B Notes redeemed net of the related derivative liabilities ($1,761and $8,320for the three and six months ended September 30, 2024, respectively).

During the three and six months ended September 30, 2023, the Company redeemed $52,049and $102,376of Series B Notes, through a cash payment of $62,459and $122,851, respectively. A gain on redemption of $6,684and $13,132was recognized as a result of this redemption, representing the difference between the cash payment and the face value of Series B Notes redeemed net of the related derivative liabilities ($17,094and $33,607for the three and six months ended September 30, 2023, respectively).

In total, the Company had issued $821,500and $157,720for Series A and Series B notes, respectively, out of which $821,500and $nilfor Series A Notes and Series B Notes remaining outstanding beyond their contractual maturity date as of September 30, 2024. As at March 31, 2024, $821,500and $22,010for Series A and Series B notes remained outstanding beyond their contractual maturity date.

The Series A and Series B notes continued to accrue interest, and no repayment demand notification was received from noteholders, notwithstanding the fact that these noteholders have continued to convert portions of these notes subsequently; and the Company expects that the majority of these notes will eventually convert.

As of September 30, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $88,881and $88,602, respectively, related to the Series B Notes.

During the three and six months ended September 30, 2024, the Company recognized interest expense in the amount of $59and $279, respectively. During the three and six months ended September 30, 2023, the Company recognized interest expense in the amount of $1,034and $2,703, respectively.

Series C Convertible Notes

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

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

For Series C Notes, commencing six months following the Issuance Date, and at any time thereafter, at the sole election of the Holder, any amount of the outstanding principal and accrued interest of this note (the "Conversion Amount") could be converted into that number of shares of Common Stock equal to: the Conversion Amount divided by the "Optional Conversion Price", which is defined as lower of (i) seventy-five percent (75%) of the VWAP for the five (5) Trading Days prior to the Conversion Date, or (ii) eighty percent (80%) of the gross sale price per share of Common Stock (or conversion or exercise price per share of Common Stock of any Common Stock Equivalents) sold in a Qualified Financing.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

For Series C Notes, "Mandatory Conversion" of the notes would convert into common stock at the applicable "Mandatory Conversion Price", if either (i) on each of any twenty (20) consecutive Trading Days (the "Measurement Period") (A) the closing price of the Common Stock on the applicable Trading Market is at least $18.00 per share and (B) the dollar value of average daily trades of the Common Stock on the applicable Trading Market is at least $400,000 per Trading Day; or (ii) upon the closing of a Qualified Financing, provided that the dollar value of average daily trades of the Common Stock on the applicable National Exchange on each of the ten (10) consecutive Trading Days following such closing is at least $400,000 per Trading Day. Mandatory Conversion Price means, in the case of a Mandatory Conversion under situation (i) above, seventy percent (70%) of the VWAP over the Measurement Period, or in the case of a Mandatory Conversion under situation (ii) above, eighty percent (80%) of the gross sale price per share of Common Stock (or conversion or exercise price per share of Common Stock of any Common Stock Equivalents) sold in a Qualified Financing.

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

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

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

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

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

During the three and six months ended September 30, 2024, the Company recognized discount amortization of $184,577and $1,051,668, respectively, on Series C Notes as accretion and amortization expense. As of September 30, 2024, and March 31, 2024, the remaining unamortized discount on Series C convertible notes was $180,606and $1,232,274, respectively.

During the three and six months ended September 30, 2023, the Company recognized discount amortization of $95,183and $180,866, respectively, on Series C Notes as accretion and amortization expense. As of September 30, 2023, the remaining unamortized discount on Series C convertible notes was $1,610,913.

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

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

As of September 30, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $79,133and $253,643, respectively, related to the Series C Notes.

During the three and six months ended September 30, 2024, the Company recognized interest expense in the amounts of $15,004and $47,747, respectively. During the three and six months ended September 30, 2023, the Company recognized interest expense in the amounts of $66,137and $114,632, respectively.

Other Convertible Notes

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

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

During the three and six months ended September 30, 2024, the Company recognized discount amortization of $nil, respectively, on the Notes as accretion and amortization expense. As of September 30, 2024, and March 31, 2024, respectively, the discount on Other Convertible Notes was fully amortized.

During the three and six months ended September 30, 2023, the Company recognized discount amortization of $55,861and $111,115, respectively, for the Other Convertible Notes, as part of the accretion and amortization expenses. As of September 30, 2023, the remaining unamortized discount on Other Convertible Notes was $75,289.

Convertible Preferred Notes

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

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

The Company also entered into a convertible preferred note financing on October 25, 2023 and issued a convertible note ("Preferred Note") for a principal amount of $250,000. The Preferred Note matures on the eighteen (18) month anniversary of the issuance date, or if there will be more than one closing pursuant to a qualified offering as defined in the financing agreement, the eighteen (18) month anniversary of the last closing date of the offering (the "Maturity Date"). The Preferred Note bears interest at a fixed rate of 12% which is payable in cash monthly.

The Company entered into a convertible preferred note financing on January 9, 2024 and issued a convertible note ("Preferred Note") for a principal amount of $114,303. The Preferred Note matures on the twenty-four (24) month anniversary of the issuance date, or if there will be more than one closing pursuant to a qualified offering as defined in the financing agreement, the twenty-four (24) month anniversary of the last closing date of the offering (the "Maturity Date"). The Preferred Note bears interest at a fixed rate of 8% which is payable in cash quarterly.

The Company entered into a convertible preferred note financing on June 17, 2024, and issued a convertible note ("Preferred Note") for a principal amount of $300,000. During the three months ended September 30, 2024, the Company entered into additional preferred note financing with the same subscriber for a principal amount of $350,000. The total principal amount outstanding as of September 30, 2024 was $650,000. The Preferred Note matures on the eighteen (18) month anniversary of the issuance date, or if there will be more than one closing pursuant to a qualified offering as defined in the financing agreement, the eighteen (18) month anniversary of the last closing date of the offering (the "Maturity Date"). The Preferred Note bears nointerest.

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

The Company may prepay the Preferred Note in whole or in part, after providing fifteen (15) days written notice to the holder, either in cash or by the mutually consented conversion of the Preferred Note and any accrued interest thereon at a 15% discount to the stock's 10-day VWAP.

As of September 30, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $27,138and $4,103, respectively, related to the Preferred Notes.

During the three and six months ended September 30, 2024, the Company recognized interest expense in the amount of $38,612and $77,125, respectively.

Other Short-term loans and Promissory Notes

In December 2022, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $400,000, prior to the deduction of issuance costs in the amount of $9,999. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 40weeks. The Company is required to make weekly payments of $13,995($560,000in the aggregate). As of September 30, 2024, and March 31, 2024, respectively, the principal was fully repaid and discount for this loan was fully amortized. The discount amortization during the three and six months ended September 30, 2024, was $nil, respectively. The discount amortization during the three and six months ended September 30, 2023, was $2,893and $6,142, respectively, and was recognized as part of the accretion and amortization expenses. In addition, the Company recognized $nilaccretion expenses, during the three and six months ended September 30, 2024, and $16,242and $66,213during the three and six months ended September 30, 2023, respectively, related to the increase in present value of the loan over its term.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

In December 2022, the Company also entered into a short-term collateralized bridge loan agreement with a finance company that advanced gross proceeds of $800,000, prior to the deduction of issuance costs in the amount of $32,000. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of this second agreement is 40weeks. The Company is required to make weekly payments of $29,556($13,999for the first four weeks, and $1,120,000in the aggregate). As of September 30, 2024, and March 31, 2024, respectively, the principal was fully repaid and discount for this loan was fully amortized. The discount amortization during the three and six months ended September 30, 2024, was $nil, respectively. The discount amortization during the three and six months ended September 30, 2023, was $10,400and $20,800, respectively, which was recognized as part of the accretion and amortization expenses. In addition, the Company recognized $nilaccretion expenses, during the three and six months ended September 30, 2024, and $41,049and $148,027accretion expenses, during the three and six months ended September 30, 2023, respectively, related to the increase in present value of the loan over its term.

In December 2022, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $600,000(the "Principal Amount"). The note has a fixed rate of interest at 25% per annum payable monthly on the first day of every month. This promissory note matured on December 15, 2023, when the Principal Amount became due. The note has various default provisions which would, if triggered, result in the acceleration of the Principal Amount plus any accrued and unpaid interest. The note also has a 3% early payment penalty provision. As of September 30, 2024, and March 31, 2024, the amount of principal outstanding on the note was $600,000, and accrued interest outstanding on the note was $12,928and $12,723, respectively. The note continues to accrue interest, and no repayment demand notification was received from noteholder. During the three and six months ended September 30, 2024, the Company recorded interest expense in the amount of $37,808and $75,206, respectively, related to the promissory note. During the three and six months ended September 30, 2023, the Company recorded interest expense in the amount of $37,808and $75,205, respectively, related to the promissory note.

On December 30, 2022, the Company extinguished 51,101warrants that were originally issued to Series A Convertible Noteholders and replaced these warrants with a new promissory note issued to the same warrant holder. The new promissory note has a principal balance of $270,000, stated interest of zero, and maturity date of December 31, 2023. The fair value of this new promissory note was $248,479as of the issuance date, which was calculated using a discount rate that was comparable to other loan issuance at the same time as well as the market bond rates at the time of the promissory note issuance. The difference between the fair value of the new note and its principal balance was $21,521, and was recognized as a discount, and amortized via effective interest rate method. The Company compared the fair value of the extinguished warrants immediately prior to extinguishment against the fair value of the new promissory note issued. During the year ended March 31, 2024, the obligation to repay the principal balance at the original maturity date was waived for a finance charge of $50,000, which the Company recorded as interest expense in the in the statement of operations. As of September 30, 2024, and March 31, 2024, the amount of principal outstanding on the note was $270,000, and the remaining unamortized discount was $Nil. During the three and six months ended September 30, 2024, the Company recognized amortization of discount on this promissory note in the amounts of $nil, respectively. During the three and six months ended September 30, 2023, the Company recognized amortization of discount on this promissory note in the amounts of $niland $7,304, respectively, as accretion and amortization expenses. As of September 30, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $50,000related to this promissory note.

On March 29, 2023, the Company entered into an additional collateralized bridge loan agreement with a finance company that advanced gross proceeds of $300,000, prior to the deduction of issuance costs in the amount of $12,000. The issuance costs were recognized as a debt discount and would be amortized via the effective interest method. The term of this agreement is 40 weeks. The Company is required to make weekly payments of $5,250for the first four weeks, and $11,083for the remaining 36 weeks, which is $420,000in aggregate. On July 18, 2023, the Company entered into an amendment with the finance company and increased total proceeds borrowed to $700,000. The proceeds from the amended loan balance were netted against previously outstanding balance of the loan, along with an issuance cost in the amount of $28,000. The term of this new loan agreement is 40 weeks. The Company is required to make weekly payments of $24,500, which is $980,000in aggregate. The Company accounted for this amendment as a debt extinguishment and recognized a loss on the amendment of $59,161in other expenses. The issuance costs on the amended loan were recognized as a debt discount and would be amortized via the effective interest method. During the three and six months ended September 30, 2024, the Company recognized $niland $2,800, respectively, of amortization of discount as accretion and amortization expenses. During the three and six months ended September 30, 2023, the Company recognized $11,500and $3,600, respectively, of amortization of discount as accretion and amortization expenses. In addition, the Company recognized $niland $4,152accretion expenses, during the three and six months ended September 30, 2024, respectively and $100,419and $112,700during the three and six months ended September 30, 2023, respectively, related to the increase in present value of the loan over its term. During the three and six months ended September 30, 2024, net repayments for the loan amounted to $44,500and $191,500, respectively. During the three and six months ended September 30, 2023, net repayments for the loan amounted to $298,472and $762,805, respectively.

In June 2023, the Company entered into a secured revolving account purchase credit and inventory financing facility (the "Revolving Facility") with a revolving loan lender, pursuant to which the lender may from time to time purchase certain discrete account receivables from the Company (with full recourse) or may make loans and provide other financial accommodations, the payment of which are guaranteed and secured by certain assets of the Company. In assigning the selling accounts receivables to the revolving loan lender, the Company is receiving 85% of their value as an advance of its regular collection of those receivables, limited to $1.2million in financing, and expects to receive the remaining balance as part of normal collection activities.The inventory financing provided by this facility was limited to the lower of $0.3million, or a 40% maximum of inventory balances. The Revolving Facility was accounted for as a secured borrowing. As of September 30, 2024, and March 31, 2024 the Company had drawn $1,500,529and $1,286,792, respectively, in accounts receivable financing and $198,000and $125,000, respectively, in inventory financing with aggregate principal outstanding of $1,698,529and $1,411,792, respectively. During the three and six months ended September 30, 2024, the Company recognized interest expense in the amount of $102,485and $207,718, respectively. During the three and six months ended September 30, 2023, the Company recognized interest expense in the amount of $59,656and $104,873, respectively. As of September 30, 2024, and March 31, 2024 the Company recorded accrued interest in the amount of $25,369and $23,879related to the Revolving Facility.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

On July 13, 2023, the Company entered into another short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $400,000, prior to the deduction of issuance costs in the amount of $24,000. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 14weeks. The Company is required to make weekly payments of $38,705($540,000in the aggregate). As of September 30, 2024, and March 31, 2024, the principal was fully repaid and discount for this loan was fully amortized. Norepayments were made during the six months ended September 30, 2024.

On August 11, 2023, the Company issued two short term promissory notes ("August 2023 Notes"), each for a principal amount of $250,000, to one investor for aggregate gross proceeds of $500,000. The August 2023 Notes do not accrue formal interest but do contain administrative fees in the aggregate of $75,000. One of the notes matures three months from the issuance date upon which the principal amount of $250,000and an administrative fee of $25,000is due. The second note matures six months from the issuance date upon which the principal amount of $250,000and an administrative fee of $50,000is due. The administrative fees were accrued as interest expenses for the period of the loans outstanding. As of September 30, 2024, and March 31, 2024, the amount of principal outstanding on the note was $52,500and $427,500, respectively. Accrued interest outstanding on the note as of September 30, 2024, and March 31,2024, was $75,000, respectively. During the three and six months ended September 30, 2024, net repayments towards the principal amount of the notes amounted to $250,000and 375,000, respectively.

On December 8, 2023, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $630,000, prior to the deduction of issuance costs in the amount of $15,750. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 44weeks. The Company is required to make weekly payments of $19,195($844,200in the aggregate). As of September 30, 2024, and March 31, 2024, the amount of principal outstanding under this amended agreement was $37,241and $443,185, respectively, and the remaining unamortized issuance cost discount was $716and $10,023, respectively. During the three and six months ended September 30, 2024, the Company recognized $4,653and $9,307of amortization of discount as accretion and amortization expenses. In addition, the Company recognized $28,560and $93,127accretion expenses during the three and six months ended September 30, 2024, related to the increase in present value of the loan over its term. During the three and six months ended September 30, 2024, total repayments for the loan amounted to $137,585and $367,925.

During January 2024, the Company entered into a short term loan agreement with an individual lender that resulted in gross proceeds of $140,000(the "Principal Amount"). The loan has a fixed rate of interest at 12% per annum on the principal amount, payable monthly. As of September 30, 2024, and March 31, 2024, the amount of principal outstanding on the note was $103,128and $140,000, respectively. As of September 30, 2024, and March 31, 2024, accrued interest outstanding on the note was $11,231and $nil, respectively. The loan continues to accrue interest, and total repayments for the loan amounted to $36,872during the three and six months ended September 30, 2024, respectively. During the three and six months ended September 30, 2024, the Company recognized interest expense in the amount of $4,235and $11,231related to the short term loan.

During February 2024, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $660,504(the "Principal Amount"). The note has a fixed rate of interest at 12% per annum on the principal amount, payable monthly. As of September 30, 2024, and March 31, 2024, the amount of principal outstanding on the note was $660,932. As of September 30, 2024, and March 31, 2024, accrued interest outstanding on the note was $46,908and $7,101, respectively. The note continues to accrue interest, and no repayment demand notification was received from noteholder. During the three and six months ended September 30, 2024, the Company recognized interest expense in the amount of $19,991and $39,765, respectively, related to the promissory note.

On February 2, 2024, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $700,000, prior to the deduction of issuance costs in the amount of $35,000. The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 35weeks. The Company is required to make weekly payments of $29,235($1,008,000in the aggregate). As of September 30, 2024, and March 31, 2024, the amount of principal outstanding under this agreement was $13,707and $581,105, respectively, and the remaining unamortized issuance cost discount was $486and $26,879, respectively. During the three and six months ended September 30, 2024, the Company recognized $13,196and $26,393, respectively, of amortization of discount as accretion and amortization expenses. In addition, the Company recognized $56,275and $192,712, respectively, accretion expenses during the three and six months ended September 30, 2024, related to the increase in present value of the loan over its term. During the three and six months ended September 30, 2024, total repayments for the loan amounted to $127,970and $449,555.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

6. TERM LOAN AND CREDIT AGREEMENT

Term Loan

On December 21, 2021, the Company entered into a Credit Agreement ("Credit Agreement") with SWK Funding LLC ("Lender'); as part of this, the Company has borrowed $12.4million, with a maturity date of December 21, 2026. The principal will accrue interest at the LIBOR Rate plus 10.5% per annum (subject to adjustment as set forth in the Credit Agreement). Interest payments are due each February, May, August and November commencing February 15, 2022. Pursuant to the Credit Agreement, the Company will be required to make interest only payments for the first 24 months (which may be extended to 36 months under prescribed circumstances), after which payments will include principal amortization that accommodates a 40% balloon principal payment at maturity. The Company and the Lender have negotiated the terms under which the Company will be allowed to extend the interest-only period and delay the start of principal repayment.The negotiated terms indicate principal repayment of $2.4million ($600,000per quarter), during the final two years of the term. A current portion of the term loan of $3,000,000and $2,400,000was reported in the Company's current liabilities as of September 30, 2024 and March 31, 2024, respectively. Prepayment of amounts owing under the Credit Agreement are allowed under prescribed circumstances. Pursuant to the Credit Agreement the Company is subject to an Origination Fee in the amount of $120,000. Upon Termination of the Credit Agreement, the Company shall pay an Exit Fee of $600,000, along with other fees that may be assessed during the term of the loan. 

As part of the loan transaction, the Company paid legal and professional costs directly in connection to the debt financing in the amount of $50,000in cash.

Total costs directly in connection to the debt financing in the amount of $193,437(professional fee $48,484; lender's origination fee, due diligence fee, and other expenses in the amount of $144,953) was deduced from the gross proceeds in the amount of $12,000,000.

The Company also repaid $1,574,068of existing short-term loan and promissory notes and relevant accrued interests by using the proceeds from the loan.

Total costs directly in connection to the loan and fair value of warrants was in the amount of $1,042,149. And such costs were accounted as debt discount, and amortized using the effective interest method. The amortization of such debt discount was included in the accretion and amortization expenses. For the three and six months ended September 30, 2024, the amortization of debt discount expense was $52,627and $104,458respectively. For the three and six months ended September 30, 2023, the amortization of debt discount expense was $51,724and $102,666, respectively.

During November 2022, unpaid interest of $364,000was added to the outstanding principal balance, since then interest onwards would be calculated on the updated principal balance.

Total interest expense on the term loan for the three and six months ended September 30, 2024, amounted to $495,783and $987,135, respectively.

The Company had accrued interest payable of $1,107,791and $795,656, respectively, as of September 30, 2024, and March 31, 2024.

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

In connection with the Credit Agreement, the Company issued 57,536warrants to the Lender, which were fair-valued at $198,713at issuance (Note 9). The warrants are accounted as part of the debt discount as well as a credit into additional paid-in capital and amortized using the effective interest method.

At September 30, 2024, the Company was not in compliance with certain covenants of the term loan, for which it sought and received relief from the term loan lender.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

7. FEDERALLY GUARANTEED LOAN

Economic Injury Disaster Loan ("EIDL")

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

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

As of September 30, 2024, and March 31, 2024, the Company recorded accrued interest of $7,889and $26,497, respectively, for the EIDL loan.

Interest expense on the above loan was $8,231and $16,372for the three and six months ended September 30, 2024, respectively, and $8,230and $16,372for the three and six months ended September 30, 2023, respectively.

8. DERIVATIVE LIABILITIES

The Company analyzed the compound features of variable conversion and redemption embedded in the preferred shares instrument, for potential derivative accounting treatment on the basis of ASC 820 (Fair Value in Financial Instruments), ASC 815 (Accounting for Derivative Instruments and Hedging Activities), Emerging Issues Task Force ("EITF") Issue No. 00-19 and EITF 07-05, and determined that the embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcated from the underlying equity instrument, treated as a derivative liability, and measured at fair value. A roll-forward of activity is presented below for the six months ended September 30, 2024 and 2023:

		Fiscal Year 2025			Fiscal Year 2024
		$			$
Derivative liabilities, beginning of period - March 31			1,435,668				759,065
New issuance [Note 9]			649,533				642,416
Change in fair value of derivatives during period			533,126				(50,033	)
Reduction due to preferred shares converted [Note 9]			(969,150	)			-
Derivative liabilities, end of period			1,649,177				1,351,448

The lattice methodology was used to value the derivative components of Series A Preferred Stock, using the following assumptions during the six months ended September 30, 2024, and 2023:

		September 30, 2024			September 30, 2023
Dividend yield (%)			12				12
Risk-free rate for term (%)			4.1- 5.1				4.9- 5.2
Volatility (%)			91.2- 132.5				71.9- 111.4
Remaining terms (Years)			0.67- 1.59				0.34- 2.01
Stock price ($ per share)			0.24- 1.14				2.14- 3.82

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

		September 30, 2024			September 30, 2023
Dividend yield (%)			12				12
Risk-free rate for term (%)			3.7- 5.1				5.04- 5.24
Volatility (%)			126.4- 182.2				76.2- 119.1
Remaining terms (Years)			0.97- 2				0.25- 0.5
Stock price ($ per share)			0.24- 1.34				0.64- 2.14

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

In addition, the Company recorded derivative liabilities related to the conversion and redemption features of the convertible notes, as well as warrants that were issued in connection with the convertible notes (Note 5). Any noteholder and placement agent warrants that were issued after the finalization of exercise price was accounted for as equity. A roll-forward of activity is presented below for the six months ended September 30, 2024, and 2023:

		Fiscal Year 2025			Fiscal Year 2024
		$			$
Balance beginning of period - March 31			991,866				1,008,216
New Issuance			-				1,942,004
Conversion to common shares			(490,972	)			-
Change in fair value of derivative liabilities			(32,515	)			(32,635	)
Convertible note redemption			(8,320	)			(33,607	)
Balance end of period - September 30			460,059				2,883,978

The Monte-Carlo methodology was used to value the convertible note and warrant derivative components during the six months ended September 30, 2024, and 2023, using the following assumptions:

		September 30, 2024		September 30, 2023
Risk-free rate for term (%)		4.1- 5.2		4.2- 5.3
Volatility (%)		91.2- 352.4		76.2- 126.6
Remaining terms (Years)		0.25- 0.5		0.25- 1.49
Stock price ($ per share)		0.24- 1.45		0.46- 3.04

9. STOCKHOLDERS' DEFICIENCY

(a) Authorized and Issued Stock

As at September 30, 2024, the Company is authorized to issue 125,000,000 (March 31, 2024 - 125,000,000) shares of common stock ($0.001 par value), and 10,000,000 (March 31, 2024 - 10,000,000) shares of preferred stock ($0.001 par value), 20,000 of which (March 31, 2024 - 20,000) are designated shares of Series A preferred stock and 600 (March 31, 2024 - 600) are designated shares of Series B preferred stock.

At September 30, 2024, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding were 23,023,933(March 31, 2024 - 9,514,440) shares; these were comprised of 22,863,261(March 31, 2024 - 9,353,768) shares of common stock and 160,672(March 31, 2024 - 160,672) exchangeable shares. At September 30, 2024, there were 200shares of Series A Preferred Stock issued and outstanding (March 31, 2024 - 6,304), and 435shares of Series B Preferred Stock issued and outstanding (March 31, 2024 - 265). There is also one share of Special Voting Preferred Stock issued and outstanding held by one holder of record, which is the Trustee in accordance with the terms of the Trust Agreement as at September 30, 2024, and March 31, 2024.

(b) Series (A) Preferred Stock

The number of Series A Preferred Stock issued and outstanding as of September 30, 2024, and 2023 was 200and 6,304, respectively.

The Series A Preferred Stock is junior to the Company's existing undesignated preferred stock, and unless otherwise set forth in the applicable certificate of designations, shall be junior to any future issuance of preferred stock. The purchase price (the "Purchase Price") for the Series A Preferred Stock to date has been $1,000per share. Except as otherwise expressly required by law, the Series A Preferred Stock does not have voting rights and does not have any liquidation rights.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

Preferred Stock Dividends

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

Conversion

The Series A Preferred Stock is convertible into shares of common stock commencing 24 months after the issuance date of the Series A Preferred Stock; on a monthly basis, up to 5% of the aggregate amount of the Purchase Price can be converted (subject to adjustment for changes in the Holder's ownership of the underlying Series A Preferred Stock) subsequent to that issuance anniversary. The conversion price is equal to the greater of $0.001or a 15% discount to the volume-weighted average price ("VWAP") of the Company's common stock five Trading Days immediately prior to the conversion date (the "Conversion Rate). Additionally, subject to certain provisions, the Holder may exchange its Series A Preferred Stock into any common stock financing being conducted by the Company at a 15% discount to the pricing of that financing.

Other Adjustments and Rights

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

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

Company Redemption

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

During the six months ended September 30, 2024, $6,104,444of Series A Preferred Stock (face value) and $1,071,542relevant accrued dividend were converted into 8,952,170common shares. The conversion was accounted as an extinguishment and the difference between the total carrying value of the preferred shares converted, derivative liabilities derecognized and unpaid dividend at the time of conversion ($7,984,463), and the fair value of the common shares issued ($11,039,142), was $3,054,679and was recognized as a deemed dividend expense.

(c) Series B Preferred Stock and Mezzanine Equity

On September 19, 2023, the Company entered into a security purchase agreement (the "Purchase Agreement") with an institutional investor (the "Investor") for the issuance and sale of 220shares of the Company's newly designated Series B Convertible Preferred Stock, at a purchase price of $9,091per share of Preferred Stock, and after accounted for other issuance related costs, the net proceeds received was in the amount of $1,900,000.

During the three months ended March 31, 2024, a further 110Series B preferred shares were issued for net proceeds of $925,000. During the three and six months ended September 30, 2024, 55and 220Series B preferred shares were issued for net proceeds of $420,000and $1,732,532, respectively.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

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

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

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

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

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

The Series B Preferred Stock will automatically convert to common stock upon the 24-month anniversary of the initial issuance date of the Series B Preferred Stock.

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

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

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

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

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

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

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

During the three months ended March 31, 2024, 25Series B preferred shares and dividends accrued thereon were converted into 320,321to be issued common shares. As a result of the conversion, the Company reduced the book value of mezzanine equity by $142,907. The Company also reduced the fair value of derivative liabilities related to the shares converted by $75,523. The Company recognized corresponding credits to be issued common share par value and paid in capital.

During the three and six months ended September 30, 2024, 25and 50Series B preferred shares and dividends accrued thereon were converted into 1,091,063and 1,436,267common shares, respectively. As a result of the conversion, the Company reduced the book value of mezzanine equity by $142,907 and $285,814and reduced its accrued dividends liability by $16,219and $28,438during the three and six months ended September 30, 2024, respectively. The Company also reduced the fair value of derivative liabilities by $84,076and $160,672related to the shares converted during the three and six months ended September 30, 2024, respectively. The Company recognized corresponding credits to common share par value and paid in capital.

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

		Fiscal Year 2025			Fiscal Year 2024
		$			$
Balance beginning of period - March 31			1,488,920				-
Net proceeds received pursuant to the issuance of preferred shares			1,732,532				1,900,000
Recognition of derivative liabilities (Note 8)			(649,533	)			(642,416	)
Conversion into common shares			(285,814	)			-
Balance end of period - September 30			2,286,105				1,257,584

(d) Share issuances

Share issuances during the six months ended September 30, 2024

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

During the three and six months ended September 30, 2024, the Company issued niland 320,321common shares to Series B preferred shareholders, respectively, in relation to shares to be issued obligation as of March 2024 for Series B preferred share conversions. During the three and six months ended September 30, 2024, the Company issued another 1,091,063and 1,436,267common shares to Series B preferred shareholders for an additional request to convert 25and 50Series B preferred shares, respectively (Note 9(c)).

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

During the six months ended September 30, 2024, $6,104,444of Series A Preferred Stock (face value) and $1,071,542relevant accrued dividend were converted into 8,952,170common shares. The conversion was accounted as an extinguishment and the difference between the total carrying value of the preferred shares converted, derivative liabilities derecognized and unpaid dividend at the time of conversion ($7,984,463), and the fair value of the common shares issued ($11,039,142) was $3,054,679and was recognized as deemed dividend expense.

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

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

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

Share issuances during the six months ended September 30, 2023

The Company sold 36,897common shares through use of its registration statement, for gross proceeds of $123,347, raising a net amount of $119,285after paying for a 3%placement fee and other issuance expenses. In addition, 20,846shares of common stock were issued to existing holders as a result of make whole provisions associated with the Reverse Split.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

(e) Shares to be issued

Activity during the six months ended September 30, 2024

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

During the six months ended September 30, 2024, the Company issued 320,321common shares to Series B preferred shareholders in relation to shares to be issued obligation as of March 31, 2024, for Series B preferred share conversions.

During the three and six months ended September 30, 2024, convertible notes with a face value of $45,000and $1,432,700, respectively, were converted into 121,043and 1,753,554common shares, respectively. As of September 30, 2024, 121,043shares are recognized as an obligation for shares to be issued relating to the conversion.

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

Activity during the six months ended September 30, 2023

None.

(f) Warrant issuances, exercises and other activity

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

None.

Warrant exercises and issuances during the six months ended September 30, 2023

None.

Warrant activity during the six months ended September 30, 2024, is indicated below:

		Broker Warrants			Consultant and Noteholder Warrants			Warrants Issued on Convertible Notes			Total
As at March 31, 2024			208,927				253,994				868,098				1,331,019
Expired/cancelled			-				-				-				-
Exercised			-				-				-				-
Issued			-				-				-				-
As at September 30, 2024			208,927				253,994				868,098				1,331,019
Exercise Price			$ 2.09to $22.50				$ 2.69to $14.40			$	4.18
Expiration Date			August 2026 to October 2033				March 2029 to Dec 2032				October 2027

(g) Stock-based compensation

2016 Equity Incentive Plan

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

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

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

During the three and six months ended September 30, 2024, the Company granted 250,000and 291,559stock options and during the three and six months ended September 30, 2023, 3,585stock options, respectively. The Company recorded stock-based compensation of $56,885and $115,863, respectively, during the three and six months ended September 30, 2024 and $163,335and $374,515, respectively, during the three months ended September 30, 2023, under selling, general and administrative expenses with corresponding credit to additional paid in capital.

The following table summarizes the stock option activities during the six months ended September 30:

		2024				2023
		Number of Options			Weighted Average Exercise Price			Number of Options		Weighted Average Exercise Price
Outstanding at March 31, 2024			1,239,873			$	9.39				1,264,890			$	9.29
Granted			291,559			$	1.24				3,585			$	2.79
Exercised			-			$	-				-			$
Expired			(54,219	)		$	12.57				(12,035	)		$	1.61
Forfeited			(12,500	)		$	8.28				(5,362	)		$	8.58
Outstanding at September 30, 2024			1,464,713			$	7.71				1,251,078			$	9.30

The fair value of each option granted is estimated at the time of grant using multi-nominal lattice model using the following assumptions, for each of the respective six months periods ended September 30:

		September 30, 2024			September 30, 2023
Exercise price ($)			1.2			2.79
Risk free interest rate (%)			4.13	%			3.85
Expected term (Years)			5.5-6.5				10.0
Expected volatility (%)			107.7%-109.8	%			117.1
Expected dividend yield (%)			0				0.00
Fair value of option ($)			0.689-0.733				2.30
Expected forfeiture (attrition) rate (%)			0				0.00

2023 Equity Incentive Plan and the Employee Stock Purchase Plans

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

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

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

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

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

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

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

		Fiscal Year 2024			Fiscal Year 2023
Right of Use Asset		$			$
Beginning balance at March 31			1,221,593				1,587,492
New leases			-				-
Amortization			(198,275	)			(178,320	)
Ending balance at September 30			1,023,318				1,409,172

		2024			2023
Lease Liability		$			$
Beginning balance at March 31			1,386,486				1,722,095
New leases			-				-
Repayment and interest accretion, net			(219,283	)			(190,864	)
Ending balance at September 30			1,167,203				1,531,231

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Unaudited)

(Expressed in US dollars)

		September 30, 2024			March 31, 2024
Lease Liability		$			$
Current portion of operating lease liability			493,190				457,371
Noncurrent portion of operating lease liability			674,013				929,115

The operating lease expense was $292,787for the six months ended September 30, 2024 (2023: $140,759) and included in the selling, general and administrative expenses. Operating cash flows from operating leases amounted to $218,448and $282,209during the six months ended September 30, 2024 and September 30, 2023, respectively.

The following table represents the contractual undiscounted cash flows for lease obligations as at September 30, 2024:

Calendar year		$
2024			552,293
2025			600,288
2026			565,359
Total undiscounted lease liability			1,717,940
Less imputed interest			(550,737	)
Total			1,167,203

11. COMMITMENTS AND CONTINGENCIES

There are no claims against the Company that were assessed as significant, which were outstanding as at September 30, 2024 or March 31, 2024 and, consequently, no provision for such has been recognized in the Condensed Consolidated Financial Statements.

12. PROPERTY AND EQUIPMENT

During the year-ended March 31, 2022, the Company purchased leasehold improvements of $12,928(useful life: 5years) as well as furniture & fixtures of $16,839(useful life: 5years). There were nopurchases of property and equipment during the six months ended September 30, 2024, and September 30, 2023. The Company recognized depreciation expense for these assets in the amount of $2,977and $2,977, respectively, during the six months ended September 30, 2024 and 2023.

Cost		Office equipment			Leasehold improvement			Total
		$			$			$
Balance at March 31, 2024			16,839				12,928				29,767
Additions			-				-				-
Disposals			-				-				-
Balance at September 30, 2024			16,839				12,928				29,767

Accumulated depreciation		Office equipment			Leasehold improvement			Total
		$			$			$
Balance at March 31, 2024			8,042				6,173				14,215
Depreciation for the period			1,683				1,293				2,977
Disposals			-				-				-
Balance at September 30, 2024			9,725				7,466				17,191
Net book value
Balance at March 31, 2024			8,797				6,755				15,552
Balance at September 30, 2024			7,114				5,462				12,576

13. SUBSEQUENT EVENTS

The Company's management has evaluated subsequent events during the period from October 1 to November 14, 2024, the date the Condensed Consolidated Financial Statements were issued, pursuant to the requirements of ASC 855, and has determined the following material subsequent events:

	●	During October 2024, the Company issued $150,000in unsecured convertible promissory notes to private investors. During November 2024, the Company issued a further $492,000in unsecured convertible promissory notes to private investors. These notes mature on their eighteen (18) month anniversary of the issuance date, and are convertible at a 20% discount to the next qualified financing of $15million or more, or on note maturity at a $0.50per share conversion price. The notes bear no interest.
	●	During November 2024, the Company also issued $169,000in unsecured promissory notes to private investors. These notes mature on their eighteen (18) month anniversary of the issuance date. The notes bear an interest rate of 10% per annum, paid quarterly
	●	On November 12, 2024, the Company completed an additional transaction with its term lender to receive an additional $635thousand in term loan proceeds, and interest relief through the capitalization of approximately $945thousand in interest amounts due on its existing term loan. Concurrent with this, the Company received waiver and forbearance relief on certain term loan covenants and their respective defaults. As part of this arrangement, the Company issued 600,000, 7-year share warrants to the term lender with a strike price of $0.50per share, and agreed to increase the term loan exit fee to $1.425million at the end of its 5-year term.
	●	In October 2024, the Company issued 1,197,770common shares on partial conversion of 25 shares of Series B Convertible Redeemable Preferred Stock, and a further 233,441additional common shares required to complete its conversion obligation of a conversion of 25 shares of Series B Convertible Redeemable Preferred Stock that was triggered on July 11, 2024. During that same period, the Company issued 100,000shares of common stock valued at $26,000to a consultant as part of agreed contract remuneration.

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

Cautionary Note Regarding Forward-Looking Statements

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

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Condensed Consolidated Financial Statements and footnotes thereto included in this Quarterly Report on Form 10-Q (the "Financial Statements").

Company Overview

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

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

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

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

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

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

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

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

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

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

	●	advanced ECG algorithms and analysis software for further improvements in sensitivity and specificity to analyze and synthesize patient ECG monitoring data with the purpose of distilling it down to the important information that requires clinical intervention, while reducing the amount of human intervention necessary in the process;
	●	the Biocore® 2.0, which is the next generation of our award winning Biocore®

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

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

Our mission is to innovate and create transformative healthcare products while ensuring financial discipline, to drive margin and revenue growth to deliver value creation for our investors. Our commitment to innovation means that we harness data intelligently to explore novel avenues for enhancing healthcare outcomes. Through cutting-edge research and development, we believe we are redefining medical diagnostics and patient care and innovating new AI-driven solutions.

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

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

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

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

Results of Operations

The following table sets forth our results of operations for the six months ended September 30, 2024, and 2023.

		For the six months ended September 30,
		2024			2023			Period to Period Change
Revenue		$	6,468,589			$	5,912,062			$	556,527
Cost of revenue			1,646,247				1,996,080				(349,833	)
Gross profit			4,822,342				3,915,982				906,360
Gross Margin			74.6	%			66.2	%			8.4	%
Operating expenses:
Selling, general and administrative			5,214,983				7,007,546				(1,792,563	)
Research and development			1,031,877				1,410,595				(378,718	)
Total operating expenses			6,246,860				8,418,141				(2,171,281	)
Loss from operations			(1,424,518	)			(4,502,159	)			3,077,641
Interest expense			(1,520,748	)			(1,413,780	)			(106,968	)
Accretion and amortization expenses			(1,484,616	)			(1,153,639	)			(330,977	)
Change in fair value of derivative liabilities			(500,619	)			82,669				(583,288	)
Gain (loss) upon convertible promissory note conversion and redemption			(132,301	)			13,132				(145,433	)
Other income			(193,486	)			(129,945	)			(63,541	)
Net loss before income taxes			(5,256,288	)			(7,103,722	)			1,847,434
Income taxes			-				-				-
Net loss before dividends		$	(5,256,288	)		$	(7,103,722	)		$	1,847,434

Net loss before dividends for the three months ended September 30, 2024, demonstrate year-over-year revenue growth and improvements in key operating metrics. Specifically, our recurring technology fees, device sales, and gross margins all demonstrated positive growth while maintaining cost control through management's efforts to ensure cost reduction and expense management in order to make progress on its plan to achieve positive cash flow and profitability.

Revenue and cost of revenue

By increasing our sales force and geographic footprint, we are actively selling in 35 U.S. states as of September 30, 2024. The Company earned combined device sales and technology fee income of $6.5 million during the six months ended September 30, 2024 - 9.4% growth in revenue over the $5.9 million earned in the prior year comparable quarter.

Technology fee revenue increased to $6.0 million during the six months ended September 30, 2024, which is a 10.6% increase over the corresponding six-month period of the prior year. The majority of this revenue is recurring, and its growth can be attributed to strong customer retention that is supported by the quality of customer and cardiologist-friendly support services that emphasize accuracy of diagnostics and ease-of-use. Device sales comprised 6% of our total revenue, or $388 thousand for the six-month period ended September 30, 2024. Gross profit percentage was 74.6% for the six months ended September 30, 2024, as compared to 66.2% in the corresponding prior year quarter. This increase in gross margin is a result of improved margins on technology fee revenue as well as significantly improved margin on device sales. Given consistent gross margin on technology fees of approximately 77.3%, and efficiencies gained in using AI in data processing as well as an evolving revenue mix where technology fees are expected to comprise an increasing proportion of revenue, we anticipate continued improvement in overall blended gross margin over time. Technology fees comprised 94% of total revenue for the six-month period ended September 30, 2024.

Operating Expenses

Total operating expenses for the six months ended September 30, 2024, were $6.2 million as compared to $8.4 million for the six months ended September 30, 2023. See further explanations below.

Selling, General and administrative expenses

Our selling, general and administrative expenses for the six months ended September 30, 2024, was $5.2 million, compared to approximately $7 million during the six months ended September 30, 2023 - a 25.6% reduction. The reduction was a result of increased monitoring of spending efficiency over our fixed general and administrative expenses in the current period.

Research and development expenses

For the six months ended September 30, 2024, we recorded research and development expenses of $1 million, compared to $1.4 million incurred for six months ended September 30, 2023. The research and development activity related to both existing and new products. The decrease in research and development activity was a result of the timing of activities associated with the development of new technologies for our ecosystem and product enhancements.

Interest Expense

For the six months ended September 30, 2024, and 2023, we incurred interest expenses of $1.5 million and $1.4 million, respectively. The increase in interest expense during the current period was the result of an increase in borrowings when compared to the prior year period.

Accretion and amortization expenses

For the six months ended September 30, 2024, and 2023, we incurred accretion expenses of $1.5 million and $1.2 million, respectively. The increase in the current period was a result of debt discount amortization related to convertible notes conversions during the first fiscal quarter.

Change in fair value of derivative liabilities

For the six months ended September 30, 2024, and 2023, we recognized a loss of $501 thousand versus a gain of $83 thousand, respectively, related to the change in fair value of derivative liabilities. The fair value changes were largely attributed to the underlying change in our mezzanine equity, convertible notes and equity fair value.

Loss upon convertible promissory notes conversion

During the six months ended September 30, 2024, and 2023, we recorded a loss of $132 thousand versus a gain of $13 thousand, respectively, related to the redemption and conversion of our convertible promissory notes.

Other income (expense)

During the six months ended September 30, 2024, we recognized $193 thousand in net other income/expense, which consisted of loss on debt extinguishment, income from late payment charges, as well as expenses attributed to the financing component provisions contained in our revenue contracts. During the six months ended September 30, 2023, we recognized $129 thousand in net other expense attributed to non-operating costs from note modifications, transaction expense on the Series B preferred share issuance, and the financing component provisions contained in our revenue contracts.

The following table sets forth our results of operations for the three months ended September 30, 2024, and 2023.

		For the three months ended September 30,
		2024			2023			Period to Period Change
Revenue		$	3,266,846			$	2,891,297			$	375,549
Cost of revenue			807,672				892,019				(84,347	)
Gross profit			2,459,174				1,999,278				459,896
Gross Margin			75.3	%			69.1	%			8.3	%
Operating expenses:
Selling, general and administrative			2,248,864				3,487,331				(1,238,467	)
Research and development			517,982				697,620				(179,638	)
Total operating expenses			2,766,846				4,184,951				(1,418,105	)
Loss from operations			(307,672	)			(2,185,673	)			1,878,001
Interest expense			(752,075	)			(753,268	)			1,193
Accretion and amortization expenses			(339,888	)			(596,420	)			256,532
Change in fair value of derivative liabilities			(193,757	)			(18,783	)			(174,974	)
Gain (loss) upon convertible promissory note conversion and redemption			(4,690	)			6,684				(11,374	)
Other income			36,314				(143,380	)			179,694
Net loss before income taxes			(1,561,768	)			(3,690,840	)			2,129,072
Income taxes			-				-				-
Net loss before dividends		$	(1,561,768	)		$	(3,690,840	)		$	2,129,072

Net loss before dividends for the three months ended September 30, 2024, demonstrate year-over-year revenue growth and improvements in key operating metrics. Specifically, our recurring technology fees, device sales, and gross margins all demonstrated positive growth while maintaining cost control through management's efforts to ensure cost reduction and expense management in order to make progress on its plan to achieve positive cash flow and profitability.

Revenue and cost of revenue

By increasing our sales force and geographic footprint, we are actively selling in 35 U.S. states as of September 30, 2024. The Company earned combined device sales and technology fee income of $3.3 million during the three months ended September 30, 2024 - 13% growth in revenue over the $2.9 million earned in the prior year comparable quarter.

Technology fee revenue increased to $3.0 million during the three months ended September 30, 2024, which is a 12.2% increase over the corresponding three-month period of the prior year. The majority of this revenue is recurring, and its growth can be attributed to strong customer retention that is supported by the quality of customer and cardiologist-friendly support services that emphasize accuracy of diagnostics and ease-of-use. Device sales comprised 6.2% of our total revenue, or $202 thousand for the three-month period ended September 30, 2024. Gross profit percentage was 75.3% for the three months ended September 30, 2024, as compared to 69.1% in the corresponding prior year quarter. This increase in gross margin is a result of improved margins on technology fee revenue as well as significantly improved margin on device sales. Given strong gross margin on technology fees of approximately 78.9%, and efficiencies gained in using AI in data processing as well as an evolving revenue mix where technology fees are expected to comprise an increasing proportion of revenue, we anticipate continued improvement in overall blended gross margin over time. Technology fees comprised 93.8% of total revenue for the three-month period ended September 30, 2024.

Operating Expenses

Total operating expenses for the three months ended September 30, 2024, were $2.8 million as compared to $4.2 million for the three months ended September 30, 2023. See further explanations below.

Selling, General and administrative expenses

Our selling, general and administrative expenses for the six months ended September 30, 2024, was $2.2 million, compared to approximately $3.5 million during the three months ended September 30, 2023 - a 35.5% reduction. The reduction was a result of increased monitoring of spending and efficiency gains that resulted in reductions in fixed general and administrative expenses in the current period.

Research and development expenses

For the three months ended September 30, 2024, we recorded research and development expenses of $0.5 million, compared to $0.7 million incurred for the three months ended September 30, 2023. The research and development activity related to both existing and new products. The decrease in research and development activity was a result of the timing of activities associated with the development of new technologies for our ecosystem and product enhancements.

Interest Expense

For the three months ended September 30, 2024, and 2023, we incurred interest expenses of $0.8 million, respectively.

Accretion and amortization expenses

For the three months ended September 30, 2024, and 2023, we incurred accretion expenses of $0.3 million and $0.6 million, respectively. The decrease in the current quarter is due to a comparatively lower number of convertible notes outstanding.

Change in fair value of derivative liabilities

For the three months ended September 30, 2024, and 2023, we recognized a loss of $194 thousand versus a loss of $19 thousand, respectively, related to the change in fair value of derivative liabilities. The fair value changes were largely attributed to the underlying change in our mezzanine equity, convertible notes and equity fair value.

Loss upon convertible promissory notes conversion

During the three months ended September 30, 2024, and 2023, we recorded a loss of $5 thousand versus a gain of $7 thousand, respectively, related to the redemption and conversion of our convertible promissory notes.

Other income (expense)

During the three months ended September 30, 2024, we recognized $36 thousand in net other income/expense, which consisted of loss on debt extinguishment, income from late payment charges, as well as income attributed to the financing component provisions contained in our revenue contracts. During the three months ended September 30, 2023, we recognized $143 thousand in net other expense attributed to non-operating costs from note modifications, transaction expense on the Series B preferred share issuance, and the financing component provisions contained in our revenue contracts.

EBITDA and Adjusted EBITDA

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

Adjusted EBITDA is calculated by excluding from EBITDA the effect of the following non-operational items: equity in earnings and losses of unconsolidated businesses and other income and expenses that do not involve an outlay in cash, net, as well as the effect of special items that related to one-time, non-recurring expenditures. We believe that this measure is useful to management, investors and other users of our financial information in evaluating the effectiveness of our operations and underlying business trends on the Company's monthly and quarterly free cash flows, in a manner that is consistent with management's evaluation of business performance. Further, the exclusion of non-operational items and special items enables comparability to prior period performance and trend analysis. See notes in the table below for additional information regarding special items.

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

Management considers the EBITDA and adjusted EBITDA measures for the three and six-month periods ended September 30, 2024, to be indicators of the Company's progress towards breakeven profitability as well as improvement towards operating cash-flow break-even. EBITDA improved by 80% and 50.4%, respectively, when compared to the three and six months ended for the corresponding prior period. Adjusted EBITDA, which management uses as a measure for tracking free cashflow levels, improved to negative $249 thousand for the quarter ended September 30, 2024, a reduction of over $1.7 million dollars in negative Adjusted EBITDA from the comparative period of the prior fiscal year, which is an 87% improvement. The Company was able to achieve a positive Adjusted EBITDA for the month of September 2024 for the first time in its history.

EBITDA and Adjusted EBITDA

		Three months ended September 30, 2024			Three months ended September 30, 2023			Six months ended September 30, 2024			Six months ended September 30, 2023
		$			$			$			$
Net loss attributable to common stockholders			(1,653,029	)			(3,881,282	)			(8,601,321	)			(7,482,861	)
Add:
Provision for income taxes			-				-				-				-
Interest expense			752,075				753,268				1,520,748				1,413,780
Accretion and amortization expenses			339,888				596,420				1,484,616				1,153,639
Depreciation			1,488				1,488				2,977				2,977
Preferred stock dividends (2)			91,261				190,442				3,345,033				379,139
EBITDA			(468,317	)			(2,339,664	)			(2,247,947	)			(4,533,326	)
Add (Less)
Share based compensation (1)			56,885				211,180				115,863				374,515
Other (income)/loss (3)			(36,314	)			143,380				193,486				129,945	)
(Gain) loss upon convertible promissory notes conversion and redemption (3)			4,690				(6,684	)			132,301				(13,132	)
Fair value change on derivative liabilities (3)			193,757				18,783				500,619				(82,669	)
Adjusted EBITDA			(249,299	)			(1,973,005	)			(1,305,678	)			(4,124,667	)
Weighted average number of common shares outstanding			22,493,626				8,795,742				18,354,277				8,774,242
Adjusted Loss per Share, Basic and Diluted			(0.011	)			(0.224	)			(0.071	)			(0.470	)

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

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

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

Translation Adjustment

Translation adjustment was a loss of $105 thousand versus a gain of $105 thousand for the six months ended September 30, 2024, and 2023, respectively. This translation adjustment represents gains and losses that result from the translation of currency in the financial statements from our functional currency of Canadian dollars to the reporting currency in U.S. dollars over the course of the reporting period.

Liquidity and Capital Resources

Management has noted the existence of substantial doubt about our ability to continue as a going concern. Additionally, our independent registered public accounting firm included an explanatory paragraph in the report on our financial statements as of and for the years ended March 31, 2024, and 2023, respectively, noting the existence of substantial doubt about our ability to continue as a going concern. Our existing cash deposits may not be sufficient to fund our operating expenses through at least twelve months from the date of this filing. To continue to fund operations, we will need to secure additional funding through public or private equity or debt financings, through collaborations or partnerships with other companies or other sources. We may not be able to raise additional capital on terms acceptable to us, or at all. Any failure to raise capital when needed could compromise our ability to execute our business plan. If we are unable to raise additional funds, or if our anticipated operating results are not achieved, we believe planned expenditure may need to be reduced in order to extend the time period that existing resources can fund our operations. If we are unable to obtain the necessary capital, it may have a material adverse effect on our operations and the development of our technology, or we may have to cease operations altogether.

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

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

We generally require cash to:

	●	purchase devices that will be placed in the field for pilot projects and to produce revenue,
	●	launch sales initiatives,
	●	fund our operations and working capital requirements,
	●	develop and execute our product development and market introduction plans,
	●	fund research and development efforts, and
	●	pay any expense obligations as they come due.

The Company is in the early stages of commercializing its products. It is concurrently in development mode, operating a research and development program in order to develop an ecosystem of medical technologies, and, where required or deemed advisable, obtain regulatory approvals for, and commercialize other proposed products. The Company launched its first commercial sales program as part of a limited market release, during the year ended March 31, 2019, using an experienced professional in-house sales team. A full market release ensued during the year ended March 31, 2020. Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development and after additional equity and debt capitalization of the Company. The Company has incurred recurring losses from operations, and as at September 30, 2024, has an accumulated deficit of $136,101,106. On August 30, 2021 the Company completed an underwritten public offering of its common stock that concurrently facilitated its listing on the Nasdaq Capital Market. On September 30, 2024, the Company had a working capital deficit of $17,424,814. On August 1, 2024, the Company received a notice from Nasdaq stating that Nasdaq has determined to delist the Company's shares of common stock on The Nasdaq Capital Market, effective at the open of business on August 5, 2024. Nasdaq reached its decision pursuant to Nasdaq Listing Rule 5550(b)(2) because the Company no longer complied with the minimum $35 million market value of listed securities. Following the suspension of trading on The Nasdaq Capital Market, the Company's shares of common stock were again listed on the OTCQB under the symbol "BTCY."

Adjusted EBITDA, which management uses as a measure for tracking free cashflow levels, improved to negative $249 thousand for the quarter ended September 30, 2024, a reduction of over $1.7 million in negative Adjusted EBITDA from the comparative period of the prior fiscal year, which is an 87% improvement. The Company was able to achieve a positive Adjusted EBITDA for the month of September 2024 and expects further improvements in this measure in future periods.

On September 30, 2024, we had cash deposits in the aggregate of $173,270.

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

During the fiscal year ended March 31, 2023, the Company raised short-term loans and promissory notes, net of repayments of $1,476,121 from various lenders, and also raised convertible notes, net of redemptions of $2,355,318 from various lenders.

During the fiscal year ended March 31, 2024, the Company raised short-term loans and promissory notes, net of repayments of $853,030 and convertible notes, net of redemptions of $2,962,386 from various lenders. The Company sold 36,897 common shares through use of its registration statement, for gross proceeds of $123,347, raising a net amount of $119,285 after paying a 3% placement fee and other issuance expenses.

Additionally, on September 19, 2023, the Company entered into a security purchase agreement with an institutional investor for the issuance and sale of 220 shares of the Company's newly designated Series B Convertible Preferred Stock, at a purchase price of $9,091 per share of Series B Preferred Stock (Note 9), or gross proceeds of $2,000,000. Net proceeds after issuance costs was $1,900,000. During the three months ended March 31, 2024, 110 Series B preferred shares were issued for net proceeds of $925,000.

During the six months ended September 30, 2024, 220 Series B preferred shares were issued for net proceeds of $1,732,532. The Company also raised $650,000 from the issuance of convertible notes to a lender. Lastly, the Company sold 97,811 common shares through use of its registration statement, for net proceeds of $125,227.

During period subsequent to September 30, 2024, the Company raised additional funding from private investors in the amount of $811 thousand in the form of promissory notes and convertible promissory notes. The Company also raised additional term loan funding of $635,000 from its main term loan provider.

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

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

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

		For the Six Months Ended
		September 30,
		2024			2023
Net cash used in operating activities		$	(1,891,299	)		$	(4,222,154	)
Net cash used in investing activities			-				-
Net cash provided by financing activities			1,339,279				4,758,634
Net decrease in cash		$	(552,020	)		$	536,480

Net Cash Used in Operating Activities

During the six months ended September 30, 2024, we used cash in operating activities in the amount of $1.9 million. The cash in operating activities was primarily due to selling expenses as well as research, product development, business development, marketing and general operations. The decrease in cash used reflects management's concerted effort to contain costs while increasing revenues, on the path of achieving break-even.

During the six months ended September 30, 2023, we used cash in operating activities of $4.2 million. These activities involved expenditures for sales, infrastructure and business development, as well as marketing and operating activities, and continued research and product development.

Net Cash Used in Investing Activities

Net cash used in investing activities was Nil during the six months ended September 30, 2024, and 2023.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $1.3 million as compared to net cash provided of $4.8 million during the six months ended September 30, 2024, and 2023, respectively.

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

For the six months ended September 30, 2023, the net cash provided by financing activities related primarily to net proceeds attributed to the issuance of Series B preferred stock of $1.9 million, the issuance of convertible notes of $2.0 million and the issuance of short term loans and promissory notes of approximately $0.8 million, net of repayments. Lastly, we issued common stock resulting in $0.1 million of net proceeds.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with GAAP. These accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expense during the periods presented. We believe that the estimates and judgments upon which we rely are reasonably based upon information available to us at the time that we make these estimates and judgments. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations", included in our 2023 Form 10-K filed on June 27, 2024.

During the six months ended September 30, 2024, there were no material changes to our critical accounting estimates disclosed in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our 2024 Form 10-K filed on June 27, 2024.

Recent Accounting Pronouncements

Refer to Note 3- Summary of Significant Accounting Policies to our Condensed Consolidated Financial Statements included elsewhere in this report for a discussion of recently issued accounting pronouncements.

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for a smaller reporting company.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Controls

There were no changes in the Company's internal controls over financial reporting that occurred during the three-month period ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

Not required for smaller reporting companies.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the quarter ended September 30, 2024, no director or officer of the Company adoptedor terminateda "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

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

* Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 14^th day of November 2024.

BIOTRICITY INC.

By:	/s/ Waqaas Al-Siddiq
Name:	Waqaas Al-Siddiq
Title:	Chief Executive Officer
	(principal executive officer)
By:	/s/ John Ayanoglou
Name:	John Ayanoglou
Title:	Chief Financial Officer
	(principal financial and accounting officer)