Quarterly report
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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 June 30, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from ______________ to_______________ Commission file number: 001-40761 BIOTRICITY INC. (Exact name of registrant as specified in its charter) Nevada 30-0983531(State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.) 203 Redwood Shores Parkway, Suite 600Redwood City, California 94065 and 75 International Blvd., Suite 300, Toronto, ON, Canada(Address of principal executive offices) (800) 590-4155(Registrant’s Telephone Number, Including Area Code) Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 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 thepast 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 RegulationS-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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of 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 orrevised financial standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Securities registered pursuant to Section 12(b) of the Act: None Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 19,914,003 shares of Common Stock,$0.001 par value, at August 19, 2026. As at that same date, the Company also has 160,672 Exchangeable Shares outstanding that convert directly into commonshares, which when combined with its Common Stock produce an amount equivalent to 20,074,675 outstanding voting securities.
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BIOTRICITY INC. Part I – Financial Information 3 Item 1 – Condensed Consolidated Interim Financial Statements 3Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations 32Item 3 – Quantitative and Qualitative Disclosures About Market Risk 41Item 4 – Controls and Procedures 41 Part II – Other Information 42 Item 1 – Legal Proceedings 42Item 1A – Risk Factors 42Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds 42Item 3 – Defaults Upon Senior Securities 42Item 4 – Mine Safety Disclosures 42Item 5 – Other Information 42Item 6 – Exhibits 42Signatures 43 2
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PART 1 FINANCIAL INFORMATION Item 1 – Condensed Consolidated Interim Financial Statements Condensed Consolidated Interim Balance Sheets at June 30, 2026 (unaudited) and March 31, 2026 (audited) 4 Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the three months ended June 30, 2026 and 2025 (unaudited) 5 Condensed Consolidated Interim Statements of Mezzanine Equity and Stockholders’ Deficiency for the three months ended June 30, 2026 and 2025(unaudited) 6 Condensed Consolidated Interim Statements of Cash Flows for the three months ended June 30, 2026 and 2025 (unaudited) 7 Notes to the Condensed Consolidated Interim Financial Statements 8 3
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BIOTRICITY INC.CONDENSED CONSOLIDATED INTERIM BALANCE SHEETSAS OF JUNE 30, 2026 (unaudited) AND MARCH 31, 2026 (audited)(Expressed in US Dollars, unless otherwise noted) As atJune 30, 2026 As atMarch 31, 2026 $ $ CURRENT ASSETS Cash 466,503 149,789 Accounts receivable, net 2,397,736 2,932,899 Inventory [Note 3] 1,425,002 1,341,295 Deposits and other receivables 1,306,801 1,432,501 Total current assets 5,596,042 5,856,484 Deposits and other receivables 112,322 109,297 Long-term accounts receivable 93,077 130,847 Property and equipment [Note 12] 2,157 3,646 Operating right of use assets [Note 10] 219,912 346,214 TOTAL ASSETS 6,023,510 6,446,488 CURRENT LIABILITIES Accounts payable and accrued liabilities [Note 4] 9,301,716 8,970,870 Convertible promissory notes and short term loans [Note 5] 10,971,841 11,114,209 Term loan, current [Note 6] 14,834,983 14,680,914 Derivative liabilities [Note 8] 450,328 445,893 Advance from customers 1,531,530 1,531,530 Operating lease obligations, current [Note 10] 252,172 397,830 Total current liabilities 37,342,570 37,141,246 Federally guaranteed loans [Note 7] 870,800 870,800 Derivative liabilities [Note 8] 1,502,524 1,396,908 TOTAL LIABILITIES 39,715,894 39,408,954 Mezzanine Equity Series B Convertible Redeemable preferred stock, $0.001 and $0.001 par value, 600 and 600shares authorized as of June 30, 2026 and March 31, 2026, respectively, 335 and 335 sharesissued and outstanding as of June 30, 2026 and March 31, 2026, respectively [Note 9] 1,714,476 1,714,476 STOCKHOLDERS’ (DEFICIENCY) Preferred stock, $0.001 and $0.001 par value, 9,979,400 and 9,979,400 shares authorized as ofJune 30, 2026 and March 31, 2026, respectively, 1 and 1 share Special Voting Preferred Stockissued and outstanding as of June 30, 2026 and March 31, 2026 [Note 9] 1 1 Series A Preferred Stock, $0.001 and $0.001 par value, 20,000 and 20,000 shares authorized as atJune 30, 2026 and March 31, 2026, respectively, 201 and 201 preferred shares issued andoutstanding as at June 30, 2026 and March 31, 2026, [Note 9] — — Series C Preferred Stock, $2.35 and $0.001 par value, 2,100,000 and Nil shares authorized as atJune 30, 2026 and March 31, 2026, respectively, 2,009,197 and Nil preferred shares issued andoutstanding as at June 30, 2026 and March 31, 2026, [Note 9] 2,433,002 — Common stock, $0.001 and $0.001 par value, 125,000,000 and 125,000,000 shares authorized asat June 30, 2026 and March 31, 2026, respectively. Issued and outstanding common shares:20,074,675 and 28,597,315 as at June 30, 2026 and March 31, 2026, respectively, andexchangeable shares of 160,672 and 160,672 outstanding as at June 30, 2026 and March 31, 2026,respectively [Note 9] 20,237 28,759 Shares to be issued 581,599 and 1,005,815 shares of common stock as at June 30, 2026 andMarch 31, 2026, respectively [Note 9] 279,428 284,668 Additional paid-in-capital 105,542,543 107,621,813 Accumulated other comprehensive loss (41,518) (41,940)Accumulated deficit (143,640,553) (142,570,243) Total stockholders’ (deficiency) (35,406,860) (34,676,942) TOTAL LIABILITIES, MEZZANINE AND STOCKHOLDERS’ DEFICIENCY 6,023,510 6,446,488 See accompanying notes to unaudited condensed consolidated interim financial statements 4
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BIOTRICITY INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSSFOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025 (unaudited)(Expressed in US Dollars) Three Months EndedJune 30, 2026 Three Months EndedJune 30, 2025 $ $ REVENUE 4,276,956 3,873,993 Cost of Revenue 746,136 757,193 GROSS PROFIT 3,530,820 3,116,800 EXPENSES Selling, general and administrative expenses 2,699,308 2,138,692 Research and development expenses 673,444 696,163 TOTAL OPERATING EXPENSES 3,372,752 2,834,855 INCOME (LOSS) FROM OPERATIONS 158,068 281,945 Other income/(expense) [Note 3] 40,904 66,671 Interest expense (851,753) (850,254)Gain/(Loss) upon convertible promissory notes conversion and redemption [Note 8] — 8,433 Accretion and amortization expenses (196,636) (153,572)Change in fair value of derivative liabilities [Note 8] (110,051) (25,200) NET LOSS BEFORE INCOME TAXES (959,468) (671,977) Income taxes — — NET LOSS BEFORE DIVIDENDS (959,468) (671,977) Preferred Stock Dividends (110,842) (82,316)NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS (1,070,310) (754,293) Translation adjustment 422 (36,169) COMPREHENSIVE LOSS (1,069,888) (790,462) LOSS PER SHARE, BASIC AND DILUTED (0.046) (0.029) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 23,096,373 26,284,734 See accompanying notes to unaudited condensed consolidated interim financial statements 5
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BIOTRICITY INC.CONDENSED CONSOLIDATED INTERIM STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCYFOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025 (unaudited) MezzanineEquity TotalMezzanineEquity Preferredstock Common stockand exchangeablecommon shares Shares to beIssued/Cancelled Additional(Reduction)paid incapital Accumulatedothercomprehensive(loss) income Accumulateddeficit TotalStockholders’Deficiency Shares $ $ Shares $ Shares $ Shares $ $ $ $ $ Balance,March 31,2026 335 1,714,476 1,714,476 201 1 28,757,987 28,759 1,005,815 284,668 107,621,813 (41,940) (142,570,243) (34,676,942) Issuance ofcommonsharesagainstpreferredsharessettlement[Note 9] — — — — — 805,619 806 (424,216) (424) (382) — — — Exchangeof Commonshareswarrantsand Optionsto PreferredC Shares — — — 2,009,197 2,433,002 (9,328,259) (9,328) (4,816,066) (4,816 ) (2,418,858) — — — Stock basedcompensation- ESOP [Note9] — — — — — — — — — 339,970 — — 339,970 Translationadjustment — — — — — — — — — — 422 — 422 Net lossbeforedividends forthe period — — — — — — — — — — — (959,468) (959,468)Preferredstockdividends — — — — — — — — — — — (110,842) (110,842)Balance,June 30,2026 335 1,714,476 1,714,476 2,009,398 2,433,003 20,235,347 20,237 (4,234,467) 279,428 105,542,543 (41,518) (143,640,553) (35,406,860) See accompanying notes to unaudited condensed consolidated interim financial statements MezzanineEquity TotalMezzanineEquity Preferredstock Common stockand exchangeablecommon shares Shares to beIssued Additionalpaid incapital Accumulatedothercomprehensiveincome Accumulateddeficit TotalStockholders’Deficiency Shares $ $ Shares $ Shares $ Shares $ $ $ $ $ Balance, March 31,2025 385 2,000,290 2,000,290 201 1 26,241,967 26,243 581,599 284,244 106,971,115 145,792 (139,441,785) (32,014,390) Issuance of commonshares against preferredshares settlement [Note9] 486,474 486 (486) - Stock basedcompensation - ESOP[Note 9] 5,935 5,935 Translation adjustment (36,169) (36,169)Net loss before dividendsfor the period (671,977) (671,977)Preferred stock dividends (82,316) (82,316) Balance, June 30, 2025 385 2,000,290 2,000,290 201 1 26,728,441 26,729 581,599 284,244 106,976,564 109,623 (140,196,078) (32,798,917) 6
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BIOTRICITY INC.CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWSFOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025 (UNAUDITED)(Expressed in US Dollars) Three Months EndedJune 30, 2026 Three Months EndedJune 30, 2025 CASH FLOWS FROM OPERATING ACTIVITIES Net loss (959,468) (671,977)Adjustments to reconcile net loss to net cash used in operations Stock based compensation 339,970 5,935 Accretion and amortization expenses 196,636 153,572 Change in fair value of derivative liabilities 110,051 25,200 Loss (Gain) on debt and share conversion and redemption — (8,433)Property, plant and equipment depreciation 1,488 1,488 Changes in operating assets and liabilities: Operating right of use assets amortization 126,302 110,870 Accounts receivable, net 572,932 (205,418)Inventory (83,707) (228,041)Deposits and other receivables 122,675 (49,117)Advance from Customers — — Accounts payable and accrued liabilities 80,348 492,532 Net cash generated (used) in operating activities 507,227 (373,389) CASH FLOWS FROM INVESTING ACTIVITIES Property, plant and equipment — — Net cash used in investing activities — — CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common shares, net — — Issuance of preferred shares, net — — Conversion of preferred shares — — Redemption of preferred shares — — Conversion of convertible notes — — Exercise of warrants for cash — — Issuance of warrants to brokers — — Issuance of warrants for private placement holders — — Issuance of warrants for services — — Federally guaranteed loans — — Proceeds from (repayment to) convertible debentures, net — — Proceeds from (repayment to) short term loan and promissory notes, net (184,935) 441,623 Issuance of shares from uplisting — — Due to shareholders — — Term Loan, net — — Preferred Stock Dividend (6,000) (5,918) Net cash provided (used) in financing activities (190,935) 435,705 Effect of foreign currency translation 422 (36,169)Net increase (decrease) in cash during the period 316,292 62,316 Cash, beginning of period 149,789 365,145 Cash, end of period 466,503 391,292 Supplemental disclosure of cash flow information: Cash paid for interest 760,948 724,661 Cash paid for taxes — — See accompanying notes to unaudited condensed consolidated interim financial statements 7
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) 1. NATURE OF OPERATIONS Biotricity Inc. (the “Company” or “Biotricity”) was incorporated under the laws of the State of Nevada on August 29, 2012. iMedical Innovations Inc. (“iMedical”)was incorporated on July 3, 2014 under the laws of the Province of Ontario, Canada and became a wholly-owned subsidiary of Biotricity through reverse take-overon 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. Itis focused on a realizable healthcare business model that has an existing market and commercialization pathway. As such, its efforts to date have been devoted tobuilding and commercializing an ecosystem of technologies that enable access to this market. 2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally acceptedin the United States (“US GAAP”) for interim financial information and the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 8of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for completeconsolidated financial statements and should be read in conjunction with Biotricity’s audited consolidated financial statements for the years ended March 31, 2026and 2025 and their accompanying notes. The accompanying unaudited condensed consolidated interim financial statements are expressed in United States dollars (“USD”). In the opinion of management,all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interimperiods presented have been reflected herein. Operating results for the interim periods presented herein are not necessarily indicative of the results that may beexpected for the year ending March 31, 2027. The Company’s fiscal year-end is March 31. The unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiary. Significantintercompany accounts and transactions have been eliminated. Reclassifications Certain amounts presented in the prior year period have been reclassified to conform to current period consolidated interim financial statement presentation. Going Concern, Liquidity and Basis of Presentation The accompanying condensed consolidated interim financial statements have been prepared assuming that the Company will continue as a going concern. TheCompany is commercializing its first product ecosystem and is concurrently continuing in development mode, operating a research and development program inorder to develop, obtain regulatory clearance for, and commercialize other proposed products. The Company has incurred recurring losses from operations, and asof June 30, 2026, had an accumulated deficit of $143,640,553 (June 30, 2025 – $140,196,078) and a working capital deficiency of $31,746,528 (June 30, 2025 –$16,661,781). 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 condensedconsolidated interim financial statements. The condensed consolidated interim financial statements do not include adjustments that might result from the outcomeof this uncertainty. Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development andadditional equity and debt capitalization of the Company. 8
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) As we proceed with the commercialization of the Bioflux, Biocore, and Biocare product development, we expect to continue to devote significant resources oncapital 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 ourneeds 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 businessopportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business andenhancing our operating infrastructure. The terms of our future financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We mayalso seek additional funds through arrangements with collaborators or other third parties. There can be no assurance we will be able to raise this additional capitalon 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 curtailor 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 accordancewith ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which theCompany expects to be entitled in exchange for those goods or services by applying the following core principles – (1) identify the contract with a customer, (2)identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations in the contract,and (5) recognize revenue as performance obligations are satisfied. Both the Bioflux mobile cardiac telemetry device, and the Biocore device are wearable devices. The cardiac data that the devices monitor and collect is curated andanalyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to thepatient’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 thedelivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient studythat is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the followingcriteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which areinvoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for device salescontracts with terms of more than one year, the Company recognizes any significant financing component as revenue over the contractual period using the effectiveinterest method, and the associated interest income is reflected accordingly on the statement of operations and included in other income; for revenue that is earnedbased 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 fixedbilling 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 distinctfrom services provided to clinical customers, but may be with a reseller or other counterparties that are working to establish their operations in foreign jurisdictionsor ancillary products or market segments in which the Company has expertise and may eventually conduct business. 9
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) The Company recognized the following forms of revenue for the three months ended June 30, 2026, and 2025: 2026 2025 $ $ Technology fees 4,166,401 3,371,392 Device sales 110,555 502,601 4,276,956 3,873,993 Inventories Inventory is stated at the lower of cost and net realizable value, cost being determined on a weighted average cost basis. Market value of our finished goodsinventory and raw material inventory is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costsof disposal and transportation. The Company records write-downs of inventory that is obsolete or in excess of anticipated demand or market value based onconsideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actualdemand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged tocost of revenue and establish a new cost basis for the inventory. June 30, 2026 March 31, 2026 $ $ Raw material 768,587 768,587 Finished goods 656,415 572,708 1,425,002 1,341,295 Accounts Receivable - Net Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for expected credit losses to estimate theamount of receivables that may not be collected. The allowance is determined using a current expected credit loss (“CECL”) methodology that incorporateshistorical loss experience, current economic conditions, aging of receivable balances, customer-specific risk characteristics and reasonable and supportableforecasts. The Company evaluates receivables collectively based on similar risk characteristics, including customer payment history, aging status, customer significance andother relevant factors. Receivables deemed uncollectible are written off against the allowance when collection efforts have been exhausted. Recoveries of amountspreviously written off are recorded when received. Accounts receivable consisted of the following: June 30, 2026 March 31, 2026 $ $ Gross Accounts Receivable $ 1,776,618 $ 1,911,354 Other Receivables 721,343 1,092,371 Gross Receivables $ 2,497,961 3,003,725 Provision (100,225) (70,826) Balance end of quarter $ 2,397,736 $ 2,932,899 Accounts receivable primarily consist of amounts due from medical facilities, government programs, and patients arising from the Company’s normal course ofbusiness. Other receivables primarily consist of accrued receivables related to device sales embedded in all-inclusive arrangements, unbilled sales, accrued technology fees,receivables from third parties, Accounts Receivable Aging The aging analysis below relates only to trade accounts receivable and excludes other receivables. June 30, 2026 March 31, 2026 Current $ 954,304 $ 11,813 31-60 days 448,846 852,359 61-90 days 173,562 686,298 91-180 days 157,812 329,511 180 days or more 42,094 31,372 Total $ 1,776,618 $ 1,911,354
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Allowance for Expected Credit Losses Changes in the allowance for expected credit losses for the quarter ended June 30, 2026 and March 31, 2026 were as follows: June 30, 2026 March 31, 2026 $ $ Balance beginning of year 70,826 70,860 Write - offs — (74,780)Recoveries — 60,000 Provision during the Period 29,399 14,746 Balance end of quarter 100,225 70,826 10
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (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 policiesthat affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. The estimates and relatedassumptions are based on previous experiences and other factors we consider reasonable under the circumstances, the results of which form the basis for makingthe 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 estimateis 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 ofwarrants, 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 aregranted. Estimating fair value for share-based payments requires determining the most appropriate valuation model for a grant of such instruments, which isdependent on the terms and conditions of the grant. The estimate also requires determining the most appropriate inputs to the Black-Scholes option pricingmodel, 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 optionpricing 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 withthe following assumptions: dividend yields, volatility, risk-free rate and the remaining expected life. Changes in those assumptions and inputs could in turnimpact the fair value of the derivative liabilities and can have a material impact on the reported loss and comprehensive loss for the applicable reporting period. ● Functional currency Determining the appropriate functional currencies for entities that comprise the consolidated Company requires analysis of various factors, including thecurrencies and country-specific factors that influence labor, materials, and other operating expenses. ● Useful life of property and equipment The Company employs significant estimates to determine the estimated useful lives of property and equipment, considering industry trends such astechnological advancements, past experience, expected use and review of asset useful lives. The Company makes estimates when determining depreciationmethods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors. The Company reviewsdepreciation methods, useful lives and residual values annually or when circumstances change and adjusts its depreciation methods and assumptionsprospectively. 11
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (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 Companywill 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 expenditurerequired to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisionsare 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 moreuncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently involves the exercise ofsignificant 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 itsestimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company estimates netrealizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in retail prices less estimated costs necessaryto 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 carryingvalues of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across variousjurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the taxauthorities. In addition, when the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the futurebased on its budgeted forecasts. These forecasts are adjusted to take into account certain non-taxable income and expenses and specific rules on the use ofunused 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 alldeductible temporary differences. Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income taxbalances on the consolidated interim balance sheets, a charge or credit to income tax expense included as part of net income (loss) and may result in cashpayments or receipts. Judgment includes consideration of the Company’s future cash requirements in its tax jurisdictions. All income, capital and commoditytax filings are subject to audits and reassessments. Changes in interpretations or judgments may result in a change in the Company’s income, capital, orcommodity 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 whichborrowing rates to apply in this determination. Changes in the assumptions used may have a significant effect on the Company’s consolidated interim financialstatements. 12
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (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 forcalculation 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 ofshares 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 shareexcept 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 areconsidered common stock equivalents for this purpose. Diluted earnings are computed utilizing the treasury method for the warrants, stock options, shares to beissued and restricted stock awards. Diluted earnings with respect to the convertible promissory notes and convertible preferred stock utilizing the if-convertedmethod were not applicable during the periods presented as no conditions required for conversion had occurred. No incremental common stock equivalents wereincluded in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss reported for the periods presented. Advance from Customers The Company receives advance payments from customers primarily for the sale of its medical devices. These advances represent consideration received prior to thetransfer of control of the goods to the customer and are recorded as Advances from Customers on the balance sheet. These advances are unsecured, non-interestbearing, and have no specific terms or conditions attached. Cash Cash includes cash on hand and balances with banks. As of June 30, 2026 and March 31, 2026, cash balances of $458,301 and $149,789 respectively, were at financial institutions in the United States that were notcovered by the United States Deposit Protection Regulation. Foreign Currency Translation The functional currency of the Company’s Canadian-based subsidiary is the Canadian dollar, and the US-based parent is the U.S. dollar. Transactions denominatedin currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetaryassets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the consolidated interim balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of theseforeign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiaries fromtheir functional currency into the Company’s reporting currency of United States dollars, consolidated interim balance sheet accounts are translated using theclosing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during thereporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholders’ deficiency. TheCompany has not, to the date of these condensed consolidated interim financial statements, entered into derivative instruments to offset the impact of foreigncurrency fluctuations. 13
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) Accounts Receivable Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party governmentand commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the consolidatedinterim balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimateduncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that webelieve to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectibleaccounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible. Customer Concentration There was 24% and 23% significant customer concentration risk for the three months ended June 30, 2026, and the three months ended June 30, 2025. 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 andliabilities. 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 ormost advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes afair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Thestandard 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 whatmarket 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 valuehierarchy 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. TheCompany’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to theasset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying valueof certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that arecomparable to market rates. These financial instruments include cash, accounts receivable, deposits and other receivables, convertible promissory notes and shortterm loans, federally-guaranteed loans, term loans, accounts payable and accrued liabilities. The Company’s derivative liabilities are carried at fair values and areclassified as Level 3 financial instruments. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimalcredit risk. 14
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) The fair value of financial instruments measured on a recurring basis is as follows: As of June 30, 2026 Description Total Level 1 Level 2 Level 3 Assets: Total assets at fair value $ — $ — $ — $ — Liabilities: Derivative liabilities, short-term $ 450,328 $ — $ — $ 450,328 Derivative liabilities, long-term 1,502,524 — — 1,502,524 Total liabilities at fair value $ 1,952,852 $ — $ — $ 1,952,852 As of March 31, 2026 Description Total Level 1 Level 2 Level 3 Assets: Total assets at fair value $ — $ — $ — $ — Liabilities: Derivative liabilities, short-term $ 445,893 $ — $ — $ 445,893 Derivative liabilities, long-term 1,396,908 — — 1,396,908 Total liabilities at fair value $ 1,842,801 $ — $ — $ 1,842,801 There were no transfers between fair value hierarchy levels during the three months ended June 30, 2026, and 2025. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives ofthe assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Maintenance and repairs are chargedto expense as incurred, and improvements and betterments are capitalized. Depreciation of property and equipment is provided using the straight-line method forsubstantially all assets with estimated lives as follow: Office equipment 5 yearsLeasehold improvement 5 years Impairment for Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment ordisposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use assets, used in operations whenindicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In thatevent, 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 bedisposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at June 30, 2026 and March 31, 2026,the Company believes there was no impairment of its long-lived assets. 15
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) 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 ofuse assets, Operating lease obligations, current, and Operating lease obligations, long-term in the consolidated interim balance sheet. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligationsto 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 termat the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated interim balance sheet and are expensedon a straight-line basis over the lease term in the consolidated interim statement of operations and comprehensive loss. The Company determines the lease term byagreement with lessor. As the Company’s lease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on theinformation 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 asfor those deferred because of the timing differences between reporting income and expenses for consolidated interim financial statement purposes versus taxpurposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets andliabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax ratesexpected 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 isrecognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to theamount 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 anddevelopment 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 milestoneis achieved. Milestone payments made to third parties after regulatory approval is received are capitalized and amortized over the estimated useful life of theapproved product. Selling, General and Administrative Selling, general and administrative expenses consist primarily of personnel-related costs including stock-based compensation for personnel in functions not directlyassociated with research and development activities. Other significant costs include sales and marketing costs, investor relations and legal costs relating tocorporate matters, professional fees for consultants assisting with business development and financial matters, and office and administrative expenses. 16
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) 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 acquiregoods or services, including grants of employee stock options, be recognized in the consolidated interim statements of operations and comprehensive loss based ontheir 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 ifactual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which isgenerally 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 theservices rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. TheCompany issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financialand 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 interim balance sheet and measured at fairvalue are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, the Company accounted for conversionoptions embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded inconvertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to thisrule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemedconventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions ofASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as adiscount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock atthe commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized overthe 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 redemptionfeatures was accounted for as derivative liabilities with change in fair value at each reporting period end charged to the consolidated interim statement of operationand 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, thedifference between the fair value of consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock is accounted asdeemed dividend distribution and subtracted from net loss. 17
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) Segment Information Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker indeciding how to allocate resources and assessing performance. The Company has identified its Chief Executive Officer (“CEO”) as the chief operating decisionmaker (“CODM”). The Company operates in one operating segment. The Company’s CODM allocates resources and assesses performance at the consolidatedlevel. The Company’s property and equipment and operating right of use lease asset are in the United States as of June 30, 2026 and 2025. The CODM uses net loss for purposes of making operating decisions, allocating resources, and evaluating financial performance. Significant expenses include non-cash stock-based compensation, depreciation and amortization, and write-off of property and equipment, which are reflected in the Consolidated interim Statementsof Cash Flows. The long-lived assets outside of U.S. are not material as of June 30, 2026. The measure of segment assets is reported on the balance sheet as total consolidatedassets. Refer to the Consolidated Interim Balance Sheets as of June 30, 2026 and 2025 for total consolidated assets. Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible DebtInstruments, which clarifies the accounting for certain settlements of convertible debt instruments. The Company adopted ASU 2024-04 effective April 1, 2026.The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures. In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable andContract Assets, which provides a practical expedient related to estimating expected credit losses on certain current accounts receivable and contract assets. TheCompany adopted ASU 2025-05 effective April 1, 2026. The adoption of this guidance did not have a material impact on the Company’s condensed consolidatedfinancial statements or related disclosures. 4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As atJune 30, 2026 As atMarch 31, 2026 $ $ Trade and other payables 4,637,875 4,402,523 Accrued liabilities 4,630,304 4,534,809 Deferred revenue 33,537 33,538 Total 9,301,716 8,970,870 Trade and other payables and accrued liabilities as at June 30, 2026 and March 31, 2026 included $1,105,573 and $1,053,228, respectively, due to a shareholder,who is a director and executive of the Company. 18
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) 5. CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS Series A Convertible Promissory Notes: The Company’s Series A Convertible Promissory Notes bear interest at 12% per annum and are convertible into common shares pursuant to the terms of therespective notes. As of June 30, 2026, notes held by two investors remained outstanding with an aggregate principal balance of $821,500 (March 31, 2026 – $821,500). During prioryears, substantially all Series A Notes were converted into common shares, with the exception of these remaining notes. On December 30, 2022, the Company exchanged $500,000 of Series A Notes together with accrued interest of $121,500 for a new convertible note with principalof $621,500. The replacement note bears interest at 12% per annum and is convertible into common shares at a price equal to 75% of the average of the threelowest closing prices during the ten trading days preceding receipt of a conversion notice. As of March 31, 2026 and March 31, 2025, accrued interest related to the Series A Notes was $370,922 and $272,342, respectively. During the years ended March 31, 2026 and 2025, the Company recognized interest expense of $98,580 and $98,580, respectively. As of June 30, 2026 and March 31, 2026, accrued interest related to the Series A Notes was $ 395,499 and $370,922, respectively. During the three months ended June 30, 2026 and June 30, 2025, the Company recognized interest expense of $24,577 and $24,577, respectively. The discount associated with the Series A Notes was fully amortized in prior years. Series B Convertible Notes The Company previously issued Series B Convertible Promissory Notes that bore interest at 12% per annum and were convertible into shares of the Company’scommon stock pursuant to the terms of the notes. During the year ended March 31, 2025, the Company redeemed the remaining principal balance of $22,009 through a cash payment of $25,342. As a result of theredemption, the Company recognized a gain on redemption of $8,320 during the year ended March 31, 2025. As of March 31, 2026 and March 31, 2025, there was no outstanding principal balance related to the Series B Convertible Promissory Notes. As of March 31, 2026 and March 31, 2025, accrued interest related to the Series B Convertible Promissory Notes was $88,881 and $88,881, respectively. During the years ended March 31, 2026 and 2025, the Company recognized interest expense of $nil and $279, respectively. 19
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) As of June 30, 2026 and March 31, 2026, accrued interest related to the Series B Convertible Promissory Notes was $88,881 and $88,881, respectively. During the three months ended June 30, 2026 and June 30, 2025, the Company recognized interest expense of $nil and $nil, respectively. Series C Convertible Notes The Company’s Series C Convertible Promissory Notes bear interest at 15% per annum and are convertible into shares of the Company’s common stock pursuant tothe terms of the applicable notes. As of March 31, 2026, one Series C Note remained outstanding with an aggregate principal balance of $116,667 (March 31, 2025 – $175,000). The remaining notecontinues to be subject to the original conversion provisions of the applicable note agreement. During the year ended March 31, 2026, the Company redeemed Series C Notes with a face value of $58,333 together with accrued interest of $18,670 for a cashpayment of $77,003. No gain or loss was recognized on settlement of the host debt. The Company recognized a gain of $19,842 upon derecognition of the relatedderivative liability. During the year ended March 31, 2026, there were no conversions of Series C Notes into common stock. During the year ended March 31, 2025, Series C Notes with a face value of $1,487,700 and accrued interest of $237,230 were converted into 2,173,089 shares ofcommon stock. As of March 31, 2025, 577,644 shares were recognized as an obligation for shares to be issued relating to these conversions. The fair value of thecommon shares issued and to be issued was $2,431,178, based on the market price of the Company’s common stock on the respective conversion dates. The total value of debt settled upon conversion was $2,234,232, consisting of the face value of notes converted, accrued interest of $237,230 and related derivativeliabilities of $509,303. The Company recognized a loss on conversion of $196,945, representing the difference between the fair value of the shares issued and to beissued and the carrying value of the debt and related derivative liabilities settled. During the year ended March 31, 2025, Series C Notes with a face value of $150,000 and accrued interest of $34,864 were redeemed for cash payments totaling$184,864. No gain or loss was recognized on redemption. As of March 31, 2026 and March 31, 2025, accrued interest related to the Series C Notes was $49,340 and $53,188, respectively. During the years ended March 31, 2026 and 2025, the Company recognized interest expense of $nil and $70,712, respectively. During the years ended March 31, 2026 and 2025, the Company recognized accretion and amortization expense related to the Series C Notes of $nil and$1,267,668, respectively. As of March 31, 2026 and March 31, 2025, all debt discounts associated with the Series C Notes had been fully amortized. As of June 30, 2026 and March 31, 2026, accrued interest related to the Series C Notes was $53,764 and $49,340, respectively. During the three months ended June 30, 2026 and June 30, 2025, the Company recognized interest expense of $4,424 and $406, respectively. 20
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) Convertible Preferred Notes The Company has issued unsecured preferred notes and convertible promissory notes to private investors. Certain notes bear fixed interest rates ranging from 8% to20% per annum and contain conversion features that require the mutual consent of the investor and the Company. As the conversion features are not solely withinthe control of the holder, the Company has not recognized derivative liabilities related to these conversion options. The Company entered into a convertible preferred note financing on September 25, 2023 and issued a Preferred Note with a principal amount of $1,000,000. ThePreferred Note bears interest at a fixed rate of 12% per annum, payable in cash monthly. As of March 31, 2025, the outstanding principal balance of the Preferred Note was $1,000,000. During the year ended March 31, 2026, the Company madeprincipal repayments in accordance with the terms of the note, and as of March 31, 2026, the Preferred Note had been fully repaid with no balance remainingoutstanding. The Company also issued a Preferred Note on October 25, 2023 in the principal amount of $250,000, bearing interest at a fixed rate of 12% per annum, payable incash quarterly. During the year ended March 31, 2026, the Company repaid $100,000 of the principal balance in accordance with the terms of the note. As of June30, 2026, the outstanding principal balance was $150,000 (March 31, 2026 – $150,000) The Company issued a further Preferred Note in January 2024 for a principal amount of $114,303, bearing interest at a fixed rate of 8% per annum, payable in cashquarterly. As of June 30, 2026, the outstanding principal balance remained $114,303 (March 31, 2026 – $114,303). During the year ended March 31, 2025, the Company issued $1,985,000 in unsecured convertible promissory notes to private investors; $100,000 of the notesmatured on their six-month anniversary of issuance and bore interest at 20% per annum; $710,000 of the notes mature on their twenty-four month anniversary ofissuance and bear interest at 10% per annum; and $1,175,000 of the notes mature on their eighteen-month anniversary of issuance and bear no interest. All of thenotes contain conversion features that require the mutual consent of the investor and the Company, and as the conversion is not solely within the control of theholder, the Company did not recognize a derivative liability in connection with these conversion options. During the year ended March 31, 2026, the Companyrepaid in full the $100,000 note that matured on its six-month anniversary of issuance, together with all accrued interest thereon, the outstanding principal balanceremained $1,885,000 as of June 30, 2026 (March 31, 2026 – $1,885,000). During the year ended March 31, 2026, the Company issued $1,395,000 in unsecured convertible promissory notes to private investors. The notes bear interest atrates ranging from 10% to 12% per annum and mature between nine and twenty-four months from issuance. Specifically, $65,000 of the notes mature on their nine-month anniversary and bear interest at 10% per annum; $500,000 mature on their twenty-four month anniversary and bear interest at 12% per annum; $730,000mature on their twenty-four month anniversary and bear interest at 10% per annum; and $100,000 mature on their twenty-four month anniversary and bear interestat 10.5% per annum. The Company received gross proceeds of $1,395,000 from these issuances. In connection with the financings, the Company incurredfinancing fees of $46,500, resulting in net proceeds of $1,348,500. An additional $50,000 in unsecured convertible promissory notes were issued to privateinvestors during the three months ended June 30, 2026. These notes mature on their twenty four-month anniversary of issuance and bear interest at 10% per annum.As the conversion features of these notes are not solely within the control of the holder, the Company did not recognize a derivative liability associated with theconversion options. As of June 30, 2026, the aggregate outstanding principal balance of these notes was $1,445,000 (March 31, 2026 - $1,395,000). 21
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) The financing fees were capitalized as deferred financing costs and are presented as a reduction of the related debt balances in the consolidated balance sheet inaccordance with ASC 835-30 and ASC 470-10. These costs are amortized over the contractual terms of the respective notes using a method that approximates theeffective interest method. During the three months ended June 30, 2026 Company recognized amortization expense of $6,444 related to these deferred financingcosts (Year ended March 2026 – $17,973). As of June 30, 2026 and March 31, 2026, accrued interest related to the Preferred Notes and convertible promissory notes was $66,362and $56,309, respectively. During the three months ended June 30, 2026 and June 30,2025, the Company recognized interest expense of $78,239 and $53,803, respectively. Other Convertible Notes On January 23, 2023, the Company issued a convertible preferred note with a principal amount of $2,000,000 to an accredited investor. The note bears interest at afixed rate of 10% per annum and contains conversion features that become effective upon a qualified financing or upon mutual agreement of the Company and thenoteholder. As the conversion feature is not solely within the control of the holder, the Company has not recognized a derivative liability related to the conversionoption. As of March 31, 2026 and March 31, 2025, the discount associated with the note was fully amortized. As of June 30, 2026 and March 31, 2026, the outstanding principal balance of the note was $2,000,000. Other Short-term loans and Promissory Notes The Company maintains various debt arrangements, including promissory notes, a revolving financing facility, bridge loans and other financing arrangements. As of June 30, 2026, the Company had the following principal balances outstanding: ● A promissory note issued in December 2022 with principal outstanding of $600,000 (March 31, 2026 – $600,000) bearing interest at 25% per annum. ● A promissory note issued in December 2022 in connection with the extinguishment of warrants, with principal outstanding of $270,000 (March 31, 2026 –$270,000). ● A revolving accounts receivable and inventory financing facility with aggregate principal outstanding of $1,966,673 (March 31, 2026 – $2,108,109). ● A promissory note issued in February 2024, including subsequent advances, with principal outstanding of $1,263,768 (March 31, 2026 – $1,263,768) ● An unsecured loan issued in July 2025 with principal outstanding of $250,000 (March 31, 2026 – $ 250,000). ● A short-term bridge loan entered into during December 2025 with principal outstanding of $108,622 (March 31, 2026 – $ 177,226). As of June 30, 2026, accrued interest related to these arrangements totaled $332,177 (March 31, 2026 – $311,033). During the three months ended June 30, 2026, the Company recognized interest expense of $221,078 (June 31, 2025 – $189,967) related to these debtarrangements, including financing costs, accretion and facility charges. Deferred financing costs are recorded as a reduction of the related debt balances andamortized over the contractual terms of the respective arrangements. 22
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) 6. TERM LOAN AND CREDIT AGREEMENT Term Loan On December 21, 2021, the Company entered into a Credit Agreement (the “Credit Agreement”) with SWK Funding LLC (the “Lender”), pursuant to which theCompany borrowed approximately $12.4 million. The term loan matures on February 15, 2027 and bears interest at a variable rate equal to the applicablebenchmark rate plus 10.5% per annum, subject to the terms of the Credit Agreement. The loan is secured by substantially all of the Company’s assets, including certain intellectual property. Interest payments are payable quarterly in accordance withthe terms of the Credit Agreement. Pursuant to amendments negotiated with the Lender, principal repayments of $2.4 million ($600,000 per quarter) are scheduled during the final two years of theloan term. Accordingly, as of March 31, 2026, $14.68 million of the outstanding principal balance was classified as a current liability. In November 2024, the Company entered into an amendment with the Lender pursuant to which it received additional term loan proceeds of approximately$635,000 and capitalized approximately $1.5 million of accrued interest into the outstanding principal balance. In connection with this amendment, the Companyissued 600,000 warrants exercisable at $0.50 per share and agreed to increase the exit fee payable upon maturity of the facility. The Company also received waiverand forbearance relief relating to certain covenant defaults. In December 2025, the Company entered into an additional forbearance agreement with the Lender and issued 120,000 warrants exercisable at $0.37 per share.Additionally, the Company issued 27,150 warrants exercisable at $2.21 per share in accordance with the terms of a previously executed warrant agreement. Thewarrants had an aggregate fair value of $38,078 and were recorded as additional debt discount. During the year ended March 31, 2026, the Company made a scheduled principal repayment of $600,000 under the Credit Agreement. As of June 30, 2026, the outstanding principal balance under the Credit Agreement was $15,270,932 (March 31, 2026 – $15,270,932). The related unamortized debtdiscount was $435,949 (March 31, 2026 – $590,018), resulting in a net carrying amount of $14,834,983 (March 31, 2026 – $14,680,914). Debt discounts, including deferred financing costs, warrant-related discounts and other financing costs associated with the Credit Agreement, are amortized overthe remaining term of the loan using the effective interest method. During the three months ended June 30, 2026 and 2025, the Company recognized accretion andamortization expense of $154,068 and $153,572, respectively. Total interest expense related to the Credit Agreement for the three months ended June 30, 2026 and 2025 was $542,068 and $571,842, respectively. As of June 30, 2026 and June 30, 2025, accrued interest payable related to the Credit Agreement was $707,916 and $500,526, respectively. 23
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) 7. FEDERALLY GUARANTEED LOAN Economic Injury Disaster Loan (“EIDL”) In April 2020, the Company received $370,900 from the U.S. Small Business Administration (SBA) under the captioned program. The loan has a term of 30 yearsand an interest rate of 3.75% per annum, without the requirement for payment in its first 12 months. The Company may prepay the loan without penalty at will. In May 2021, the Company received an additional $499,900 from the SBA under the same terms. As of June 30, 2026, the Company recorded accrued interest of $nil for the EIDL loan (March 31, 2026: $ Nil). Interest expense on the above loan was $17,490 and $17,490 for the three months ended June 30, 2026 and 2025, respectively. 8. DERIVATIVE LIABILITIES The Company analyzed the compound features of variable conversion and redemption embedded in the preferred shares instrument, for potential derivativeaccounting 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 ofactivity is presented below for the three months ended June 30, 2026 and March 31, 2026. June 30, 2026 March 31, 2026 $ $ Derivative liabilities, beginning of period 1,396,908 1,478,717 New issuance [Note 9] - - Change in fair value of derivatives during period 105,616 125,814 Reduction due to preferred shares converted [Note 9] - (207,623) Derivative liabilities, end of period 1,502,524 1,396,908 The lattice methodology was used to value the derivative components of Preferred Stock, using the following assumptions during the three months ended June 30,2026, and March 31, 2026: June 30, 2026 March 31, 2026 Dividend yield (%) 12 12 Risk-free rate for term (%) 3.5-4.1 3.5 – 4.1 Volatility (%) 104.7-156.4 104.7 – 156.4 Remaining terms (Years) 0.25-0.5 0.25 – 0.5 Stock price ($ per share) 0.12-0.53 0.24 – 0.53 24
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (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 wereissued in connection with the convertible notes (Note 5). Any noteholder and placement agent warrants that were issued after the finalization of exercise price wasaccounted for as equity. A roll-forward of activity is presented below for the three months ended June 30, 2026, and March 31 2026: June 30, 2026 March 31, 2026 $ $ Balance beginning of period 445,893 424,200 Issuance - - Conversion to common shares - - Convertible note redemption - (19,842)Change in fair value of derivative liabilities 4,435 41,535 End of derivative treatment - - Balance end of period – 450,328 445,893 The Monte-Carlo methodology was used to value the convertible note and warrant derivative components during the three months ended June 30, 2026 and March31, 2026, using the following assumptions: June 30, 2026 March 31, 2026 Risk-free rate for term (%) 0.2 – 4.1 0.2 – 4.1 Volatility (%) 104.7 – 172.5 104.7 – 172.5 Remaining terms (Years) 0.25 – 0.47 0.25 – 0.47 Stock price ($ per share) 0.12 – 0.71 0.24 – 0.71 9. STOCKHOLDERS’ DEFICIENCY (a) Authorized and Issued Stock As at June 30, 2026, the Company is authorized to issue 125,000,000 (March 31, 2026 – 125,000,000) shares of common stock ($0.001 par value), and 10,000,000(March 31, 2026 – 10,000,000) shares of preferred stock ($0.001 par value), 20,000 of which (March 31, 2026 – 20,000) are designated shares of Series A preferred stock, 600 of which (March 31, 2026 – 600) are designated shares of Series B preferred stock, and 2,100,000 of which (March 31, 2026 – nil) are designated sharesof Series C preferred stock. At June 30, 2026, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled 20,235,347 (March 31,2026 – 28,757,987) shares; these were comprised of 20,074,675 (March 31, 2026 – 28,597,315) shares of common stock and 160,672 (March 31, 2025 – 160,672)of exchangeable shares. At June 30, 2026, there were 201 shares of Series A Preferred Stock issued and outstanding (March 31, 2026 – 201), 335 shares of Series BPreferred Stock issued and outstanding (March 31, 2026 – 335), and 1,957,297 shares of Series C Preferred Stock issued and issuable (March 31, 2026 – nil), inconnection with the exchange described in Note 9 (d), of which 1,024,471 shares remained to be issued as at June 30, 2026, pending completion of registrationformalities with the Company’s transfer agent. There is also one share of the Special Voting Preferred Stock issued and outstanding held by one holder of record,which is the Trustee in accordance with the Trust Agreement and outstanding as at June 30, 2026 and March 31, 2026. 25
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) (b) Series A Preferred Stock The number of Series A Preferred Stock issued and outstanding as of June 30, 2026, and 2025 was 201 and 201, respectively. The Series A Preferred Stock is junior to the Company’s existing undesignated preferred stock, and unless otherwise set forth in the applicable certificate ofdesignations, shall be junior to any future issuance of preferred stock. The purchase price for the Series A Preferred Stock to date has been $10,000 per share.Except as otherwise expressly required by law, the Series A Preferred Stock does not have voting rights and does not have any liquidation rights. Preferred Stock Dividends Dividends shall be paid at the rate of 12% per annum of the amount of the Series A Preferred stockholder’s purchase price. Dividends shall be paid quarterly unlessthe 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 amonthly 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 theunderlying Series A Preferred Stock) subsequent to that issuance anniversary. The conversion price is equal to the greater of $0.001 or a 15% discount to thevolume-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 theCompany 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, stockdividends 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’scommon 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 theaggregate purchase price paid, adjusted for any reduction in Series A Preferred Stock holdings, multiplied by 110% plus accrued dividends. 26
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) (c) Series B Preferred Stock and Mezzanine Equity On September 19, 2023, the Company entered into a Securities Purchase Agreement with an institutional investor for the issuance of Series B Convertible PreferredStock (the “Series B Preferred Stock”). Each share of Series B Preferred Stock has a stated value of $10,000. During the years ended March 31, 2025 and 2024, theCompany issued an aggregate of 550 shares of Series B Preferred Stock and received net proceeds of approximately $4.6 million. No Series B Preferred Stock wasissued during the year ended March 31, 2026. The Series B Preferred Stock ranks senior to the Company’s common stock with respect to dividends, distributions and liquidation preferences. Holders are entitledto cumulative dividends at a rate of 8% per annum, payable in cash or common stock in accordance with the terms of the Certificate of Designations. The Series BPreferred Stock is convertible into shares of the Company’s common stock pursuant to the terms of the Certificate of Designations and is also subject to redemptionprovisions. The Company may redeem outstanding shares of Series B Preferred Stock at a price equal to 110% of the stated value plus accrued but unpaiddividends and other amounts due. On April 1, 2024, the Company filed an Amended Certificate of Designations pursuant to which the Series B Preferred Stock became non-voting, except asotherwise required by law. All other material rights and preferences of the Series B Preferred Stock remained substantially unchanged. The Company has determined that the Series B Preferred Stock should be classified as mezzanine equity in accordance with ASC 480, Distinguishing Liabilitiesfrom Equity. Certain embedded conversion and redemption features are accounted for separately as derivative liabilities and are remeasured to fair value at eachreporting date, with changes in fair value recognized in the consolidated statements of operations. During the three months ended June 30, 2026, the Company issued 805,619 common shares to complete the settlement of a Series B preferred share conversion thatwas initiated in November 2025 and recognized during the year ended March 31, 2026. These issuances were made in accordance with the terms of the originalconversion and did not result from a new conversion notice. No Series B preferred share conversions occurred during the three months ended June 30, 2025. Accrued dividends related to the Series B Preferred Stock, which are included within Accounts Payable and Accrued Liabilities in the accompanying consolidatedbalance sheets, were $981,098 and $876,256 as of June 30, 2026 and March 31, 2026, respectively. As of June 30, 2026 and June 30, 2025, 335 and 385 shares of Series B Preferred Stock were outstanding, respectively. The carrying value of the Series B Preferred Stock classified as mezzanine equity was $1,714,476 and $2,000,290 as of June 30, 2026 and 2025, respectively. 27
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) A roll-forward of activity is presented below for the three months ended June 30, 2026: June 30, 2026 March 31, 2026 $ $ Balance beginning of period – 1,714,476 2,000,290 Net proceeds received pursuant to the issuance of preferred shares - - Recognition of derivative liabilities - - Redemption of convertible preferred shares - (114,326)Conversion into common shares - (171,488) Balance end of period 1,714,476 1,714,476 (d) Series C Preferred Shares On May 1, 2026, the Company issued 1,957,297 shares of Series C Preferred Stock in exchange for 14,144,325 shares of common stock, 3,992,427 stock optionsand 1,436,216 warrants held by certain investors, officers and directors of the Company. The securities surrendered in the exchange were cancelled. On May 22, 2026, the Company issued an additional 51,900 shares of Series C Preferred Stock in exchange for 319,000 stock options and 200,000 warrants, basedon the same ten-for-one exchange ratio. Accordingly, the Company issued an aggregate of 2,009,197 shares of Series C Preferred Stock in connection with theexchanges during the three months ended June 30, 2026. The Company designated 2,100,000 shares as Series C Preferred Stock, with a stated value of $2.35 per share. Each share carries 40 votes and has liquidationpreference over the Company’s common stock but is subordinate to the Company’s Series B Preferred Stock. The Series C Preferred Stock was valued using a probability-weighted expected return method (PWERM), incorporating the potential Qualified Financing,Fundamental Transaction, liquidation and March 31, 2028 conversion scenarios. The stock options and warrants were valued using the Black-Scholes model, andthe common stock was valued using quoted market prices. The Series C Preferred Stock automatically converts upon the completion of a qualified equity financing resulting in gross proceeds of at least $15 million. Uponsuch conversion, the Series C Preferred Stock will convert into common shares representing 59.6% of the Company’s outstanding common shares, after givingeffect to shares issued or issuable in connection with the financing. If a qualified financing has not occurred by March 31, 2028, each Series C Preferred sharebecomes convertible, at the holder’s option, into ten common shares, subject to customary adjustments. The Company accounted for the issuance of the Series C Preferred Stock and the surrender of the related common shares, stock options and warrants as an equitytransaction. Accordingly, the transaction was recorded within stockholders’ equity and no gain or loss was recognized in the condensed consolidated statements ofoperations. (e) Share issuances Share issuances during the three months ended June 30, 2026 During three months ended June 30, 2026, the Company issued 805,619 common shares to Series B preferred shareholders in connection with Series B preferredshare conversion that was initiated in November 2025 and recognized during the year ended March 31, 2026. These issuances were made in accordance with theterms of the original conversion and did not result from a new conversion notice. 28
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) Share issuances during the three months ended June 30, 2025 During the three months ended June 30, 2025, the Company issued 486,474 common shares to Series B preferred shareholders, in relation to shares to be issuedobligation as of March 2024 for Series B preferred share conversions. (f) Shares to be issued In connection with the Series C Preferred Stock exchange described above, 4,816,066 shares of common stock included in shares to be issued are subject tocancellation pursuant to the exchange agreement. As of June 30, 2026, the cancellation of these shares had not yet been completed. Accordingly, the shares remainclassified as shares to be issued pending completion of the cancellation process. Activity during the three months ended June 30, 2025 None. (g) Warrant issuances, exercises and other activity Warrant exercises and issuances during the three months ended June 30, 2026 During the three months ended June 30, 2026, 1,436,216 warrants were exchanged for shares of Series C Preferred Stock in connection with the exchangedescribed in Note 9(d). Additionally, on May 22, 2026, the Company issued 200,000 warrants to an officer of the Company against stock options from the Company’s 2023 EquityIncentive Plan, with an exercise price of $0.12. These warrants were immediately exchanged for shares of Series C Preferred Stock in connection with the sameexchange. The Company recorded stock-based compensation of $34,435 under selling, general and administrative expenses with a corresponding credit toadditional paid-in capital. During the three months ended June 30, 2026, the Company identified and corrected an immaterial 2,778 unit difference in previously reported Consultant andNoteholder Warrants outstanding. No warrants were exercised for cash during the three months ended June 30, 2026. Warrant exercises and issuances during the three months ended June 30, 2025 None. Warrant activity during the three months ended June 30, 2026, is indicated below: BrokerWarrants Consultant andNoteholderWarrants WarrantsIssued onConvertible Notes Total As at March 31, 2026 956,077 1,438,994 868,098 3,263,169 Warrant issuance during the period - 200,000 - - Warrants exchanged for Series C Preferred Stock(Note9(d) (1,636,216) Adjustment to reconcile warrant balance (2,778) As at June 30, 2026 956,077 - 868,098 1,824,175 Exercise Price $0.37 to $37.56 $ 4.18 Expiration Date August 2026 to October2033 October 2027 (h) 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 toadvance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company andby 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 theform of options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance unitsand other stock-based awards. The Plan shall continue in effect until its termination by the board of directors or committee formed by the board; provided, however, that all awards shall begranted, 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 beissued under the Plan is 1,241,422 shares; provided that the maximum number of shares of stock that may be issued under the Plan increases on January 1 of eachyear 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 outstandingshares 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 ifit 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 nototherwise result but for the increase. 29
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) 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 cashawards to eligible participants designated by the 2023 Plan’s administrator. The 2023 Plan will be administered by the Compensation Committee of the Company’sBoard of Directors (the “Board”). An aggregate of 5,000,000 shares of the Company’s common stock, plus the number of shares available for issuance under theCompany’s 2016 Equity Incentive Plan that had not been made subject to outstanding awards, were reserved for issuance under the 2023 Plan. Unless earlierterminated 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 shallbe 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 designatedsubsidiaries the ability to purchase shares of the Company’s common stock at a discount, subject to various limitations. Under the ESPP, employees will be grantedthe 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 ESPPadministrator. In no event can any single offering period be longer than 27 months. The purchase price for each offering will be established by the administrator.With respect to an offering under Section 423 of the Internal Revenue Code of 1986 (“Section 423 Offering”), in no case may such purchase price be less than thelesser of (i) an amount equal to 85% of the fair market value on the commencement date, or (ii) an amount not less than 85% of the fair market value the on thepurchase 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 theoffering period. Otherwise, the employee will be deemed to have exercised the purchase right in full as of such exercise date. Upon exercise, the employee willpurchase 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 rateof 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 theadministrator). 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. During the three months ended June 30, 2026, options to purchase 3,992,427 shares of common stock, held by certain officers and directors, were exchanged forshares of Series C Preferred Stock in connection with the exchange described in Note 9(d). The Company recorded stock-based compensation of $277,075 underselling, general and administrative expenses with a corresponding credit to additional paid-in capital, reflecting acceleration of previously unrecognizedcompensation cost for unvested awards of $130,115 and incremental fair value on modification of $146,960. Additionally, on May 22, 2026, the Company granted 319,000 stock options under the 2023 Equity Incentive Plan at an exercise price of $0.12, which vestedimmediately and were immediately exchanged for shares of Series C Preferred Stock in connection with the same exchange. The Company recorded stock-basedcompensation of $34,435 under selling, general and administrative expenses with a corresponding credit to additional paid-in capital. As of June 30, 2026, options outstanding were nil. 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 an $85,000 deposit that would be returned at the end of the lease. InDecember 2022, the Company started a new lease with an additional suite in the same premise as the existing lease. The Company’s existing operating lease is nearing the end of its contractual term. As of June 30, 2026, the Company was in negotiations for a new leasearrangement for its office and administrative facilities. The terms of the proposed lease have not been finalized, and no definitive lease agreement has beenexecuted. Accordingly, no right-of-use asset or lease liability related to a new lease arrangement has been recognized as of June 30, 2026. When measuring the lease obligations, the Company discounted lease payments using its incremental borrowing rate. The weighted-average-rate applied is 11.4%. June 30, 2026 March 31, 2026 Right of Use Asset $ $ Beginning balance 346,214 812,053 Amortization (126,302) (465,839) Ending balance 219,912 346,214 June 30, 2026 March 31, 2026 Lease Liability $ $ Beginning balance at March 31 397,830 929,116 Repayment and interest accretion, net (145,658) (531,286)Ending balance at June 30 252,172 397,830 June 30, 2026 March 31, 2026 Lease Liability $ $ Current portion of operating lease liability 252,172 397,830 Noncurrent portion of operating lease liability — — 30
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BIOTRICITY INC.NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTSJUNE 30, 2026 (Unaudited)(Expressed in US dollars) The operating lease expense was $141,554 for the three months ended June 30, 2026 (2025: $159,702) and included in the selling, general and administrativeexpenses. Operating cash flows from operating leases amounted to $154,189 and $149,698 during the three months ended June 30, 2026, and June 30, 2025,respectively. The following table represents the contractual undiscounted cash flows for lease obligations as at June 30, 2026: Calendar year $ 2026 256,981 2027 and beyond - Total undiscounted lease liability 256,981 Less: imputed interest 4,809 Total 252,172 11. COMMITMENTS AND CONTINGENCIES There are no claims against the Company that were assessed as significant, which were outstanding as at June 30, 2026 or March 31, 2026 and, consequently, noprovision for such has been recognized in the condensed consolidated interim financial statements. 12. PROPERTY AND EQUIPMENT During the year-ended March 31, 2022, the Company purchased leasehold improvements of $12,928 (useful life: 5 years) as well as furniture & fixtures of $16,839(useful life: 5 years). There were no purchases of property and equipment during the three months ended June 30, 2026, and June 30, 2025. The Companyrecognized depreciation expense for these assets of $1,488 and $1,488, respectively, during the three months ended June 30, 2026, and 2025. Cost Officeequipment Leaseholdimprovement Total $ $ $ Balance at March 31, 2025 16,839 12,928 29,767 Additions — — — Balance at March 31, 2026 16,839 12,928 29,767 Additions — — — Balance at June 30, 2026 16,839 12,928 29,767 Accumulated depreciation Officeequipment Leaseholdimprovement Total $ $ $ Balance at March 31, 2025 11,409 8,759 20,168 Additions 3,367 2,586 5,953 Balance at March 31, 2026 14,776 11,345 26,121 Depreciation for the period 842 646 1,488 Disposals — — — Additions — — — Balance at June 30, 2026 15,619 11,991 27,610 Net book value Balance at March 31, 2026 2,063 1,583 3,646 Balance at June 30, 2026 1,220 937 2,157 13. SUBSEQUENT EVENTS Subsequent to June 30, 2026, the Company completed the cancellation of 4,816,066 shares of common stock that were subject to cancellation in connection withthe Series C Preferred Stock exchange described in Note 9. The cancellation did not result in the issuance of any additional Series C Preferred Stock. 31
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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” containsforward-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-lookingstatements. These forward-looking statements are based on various factors and were derived utilizing numerous important assumptions and other important factorsthat could cause actual results to differ materially from those in the forward-looking statements. Important assumptions and other factors that could cause actualresults 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) risksassociated 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, andcustomer service; (f) competition in the Company’s existing and potential future product lines of business; (g) the Company’s ability to obtain financing onacceptable terms if and when needed; (h) uncertainty as to the Company’s future profitability; (i) uncertainty as to the future profitability of acquired businesses orproduct lines; and (j) uncertainty as to any future expansion of the Company. Other factors and assumptions not identified above were also involved in thederivation 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 differmaterially from those projected. The Company assumes no obligation to update these forward-looking statements to reflect actual results, changes in assumptionsor changes in other factors affecting such forward-looking statements, except as may be required under applicable law. Past results are no guaranty of futureperformance. Any such forward-looking statements speak only as of the dates they are made. When used in this Report, the words “believes,” “anticipates,”“expects,” “estimates,” “plans,” “intends,” “will” and similar expressions are intended to identify forward-looking statements. This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements andfootnotes 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 todeliver innovative, remote monitoring solutions to the medical, healthcare, and consumer markets, with a focus on diagnostic and post-diagnostic solutions forlifestyle and chronic illnesses. We approach the diagnostic side of remote patient monitoring by applying innovation within existing business models wherereimbursement 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 reducinghealthcare costs. We intend to first focus on a segment of the diagnostic mobile cardiac telemetry market, otherwise known as COM, while providing our chosenmarkets 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 amonitoring device and software components, which we made available to the market under limited release on April 6, 2018, to assess, establish and develop salesprocesses and market dynamics. Full market release of the Bioflux device for commercialization occurred in April 2019. The fiscal year ended March 31, 2021marked our first year of expanded commercialization efforts, focused on sales growth and expansion. In 2021, we commenced the initial launch of Bioheart, adirect-to-consumer heart monitor that offers the same continuous heart monitoring technology used by physicians. In addition to developing and receivingregulatory approval or clearance of other technologies that enhance our ecosystem, in 2022, we launched our Biocore Cardiac Monitoring Device (“Biocore”,previously branded as Biotres), a three-lead device for ECG and arrhythmia monitoring intended for lower risk patients, a much broader addressable marketsegment. 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 businessmodel. Our technology has a large potential total addressable market, which can include hospitals, clinics and physicians’ offices, as well as other IndependentDiagnostic Testing Facilities (“IDTFs)”. We believe our technological and clinical advantage combined with our solution’s insourcing model, which empowersphysicians 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 amore efficient market penetration and distribution strategy. 32
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We are a technology company focused on earning utilization-based recurring technology fee revenue. The Company’s ability to grow this type of revenue ispredicated 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 cardiacstudy 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. Tocommence commercialization, we ordered device inventory from our FDA-approved manufacturer and hired a small, captive sales force, with deep experience incardiac technology sales; we expanded on our limited market release, which identified potential anchor clients who could be early adopters of our technology. Wethen 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 timefrom 5 minutes to 30 seconds. This improvement in review time reduces operational costs and allows us to continue to focus on excellent customer service andindustry-leading response times to physicians and their at-risk patients. Additionally, these advances mean we can focus our resources on high-level operations andsales. During 2021 and the early part of 2022, we also commercially launched our Bioheart technology, which is a consumer technology whose development was forgedfrom the prior development of the clinical technologies that are already part of our technology ecosystem, the Biosphere. In recognition of our productdevelopment, 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 telemedicineplatform, with capabilities of real-time streaming of medical devices. Telemedicine offers patients the ability to communicate directly with their health careproviders without the need of leaving their home. Telemedicine aligns with our technology platform and facilitates remote visits and remote prescriptions forcardiac diagnostics; it can also serve as a means of establishing referral and other synergies across the network of doctors and patients that use the technologies weare 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 andcontinue 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-onecardiac diagnostic and disease management solution. We continue to grow our data set of billions of patient heartbeats, allowing us to further develop our predictivecapabilities 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 Holtermonitoring. This three-lead technology can provide connected Holter monitoring that is designed to produce more accurate arrythmia detection than is typical ofcompeting remote patient monitoring solutions. It is also foundational, since already developed improvements to this technology will follow which are not knownby 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. Thistechnology and other consumer technologies and applications such as the Biokit and Biocare have been developed to allow us to transform and use our strongcardiac footprint to expand into remote chronic care management solutions that will be part of the Biosphere. The technology puts actionable data into the hands ofphysicians to assist them in making effective treatment decisions quickly. During March 2023, we launched our patient-facing Biocare app on Android and Appleapp stores. This further allows us to expand our footprint in providing full-cycle chronic care management solutions to our clinic and patient network. In January2024, 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-outand Biocare adoption to existing and new customers. 33
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We are also developing several other ancillary technologies, which will require further FDA clearances, which we anticipate applying for within the next twelvemonths. Among these are: ● advanced ECG algorithms and analysis software for further improvements in sensitivity and specificity to analyze and synthesize patient ECG monitoringdata with the purpose of distilling it down to the important information that requires clinical intervention, while reducing the amount of humanintervention 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 havea 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, andpredictive 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 valuecreation for our investors. Our commitment to innovation means that we harness data intelligently to explore novel avenues for enhancing healthcare outcomes. As a result of providing our Bioflux and Biocore products, Biotricity has monitored well over two billion heartbeats for atrial fibrillation (afib), a leading cause ofstrokes. Over the past two years, these efforts have benefited over 28,000 patients diagnosed with afib, by providing them with the prospect of earlier medicalintervention – 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 toenhance new disease profiling, improve patient management, and transform 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 accordingto Grand View Research. We have already established a strong foothold, having built a powerful proprietary cardiac AI model that combines Google’s TensorFlow,AWS infrastructure, big data and a continuous learning engine. This combination allows us to rapidly improve our cardiac technology. In the near future, we believethe capabilities of our cardiac AI model will allow us to support healthcare professionals in handling exponentially more patients while identifying the most criticaldata. This will enable healthcare workers to elevate the quality of care while serving a larger number of patients. As growing patient numbers further stress theshortage of healthcare professionals, our technology could help alleviate this pressing issue. We have engineered our technology to not only improve patient careand 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 ofour subscription-based service, increasing our recurring revenue over the past few quarters. Increasing interest and demand continue to drive the adoption of our suite of products, which are focused on chronic cardiac disease prevention and management.Our efforts in commercialization and development have yielded significant progress in remote monitoring solutions for diagnostic and post-diagnostic products. 34
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Results of Operations The following table sets forth our results of operations for the three months ended June 30, 2026, and 2025. For the three months ended June 30, 2026 2025 Period toPeriod Change Revenue $ 4,276,956 $ 3,873,993 $ 402,963 Cost of revenue 746,136 757,193 (11,057) Gross profit 3,530,820 3,116,800 414,020 Gross Margin 82.6% 80.5% 2.1% Operating expenses: Selling, general and administrative 2,699,308 2,138,692 560,616 Research and development 673,444 696,163 (22,719) Total operating expenses 3,372,752 2,834,855 537,897 Profit (Loss) from operations 158,068 281,945 (123,877) Interest expense (851,753) (850,254) (1,499)Accretion and amortization expenses (196,636) (153,572) (43,064)Change in fair value of derivative liabilities (110,051) (25,200) (84,851)Gain (loss) upon convertible promissory note conversion and redemption — 8,433 (8,433)Other income 40,904 66,671 (25,767) Net loss before income taxes (959,468) (671,977) (287,491)Income taxes — — — Net loss before dividends $ (959,468) $ (671,977) $ (287,491) Revenue for the three months ended June 30, 2026 grew 10.4% year over year to $4.3 million, driven by a 23.6% increase in recurring technology fee revenue,which more than offset a decline in device sales. Gross margin improved to 82.6% from 80.5%. These gains were offset by a 26.2% increase in selling, general andadministrative expenses, which drove operating income down 43.9% to $0.16 million from $0.28 million, and widened our net loss to $0.96 million from $0.67million in the prior-year quarter. Management believes the underlying trend — recurring revenue growth and margin expansion — supports its plan to achievesustained operating profitability and positive cash flow, even as near-term results were affected by higher non-cash compensation expense discussed below. Overalloperating margin was 3.7% this quarter compared to 7.3% in the corresponding prior year period. This is the third consecutive quarter that Company has reported positive profit from operations, before deducting various costs of capital such as interest anddividends. Revenue and cost of revenue Technology fee revenue increased to $4.2 million during the three months ended June 30, 2026, which is a 23.6% increase over the corresponding three-monthperiod 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 ofcustomer and cardiologist-friendly support services that emphasize accuracy of diagnostics and ease-of-use. Device sales, which were lower this quarter due tochannel timing, comprised 2.6% of our total revenue, or $0.11 million for the three-month period ended June 30, 2026. Gross profit percentage was 82.6% for thethree months ended June 30, 2026, compared to 80.5% in the corresponding prior year quarter. This increase in gross margin is a result of improved margins ontechnology fee revenue as well as significantly improved margin on device sales. Given consistent gross margin on technology fees of approximately 86.9%, andefficiencies gained in using AI in data processing as well as an evolving revenue mix where we expect technology fees to comprise an increasing proportion ofrevenue, we anticipate continued improvement in overall blended gross margin over time. Technology fees comprised 97.4% of total revenue for the three-monthperiod ended June 30, 2026. 35
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Operating Expenses Total operating expenses for the three months ended June 30, 2026, were $3.4 million compared to $2.8 million for the three months ended June 30, 2025, drivenprimarily by selling, general and administrative expenses, partially offset by lower research and development spending. Selling, General and administrative expenses Selling, general and administrative expenses for the three months ended June 30, 2026 were $2.7 million, compared to $2.1 million for the three months ended June30, 2025, representing an increase of approximately 26.2%. The increase was primarily attributable to higher share-based compensation expense, which increasedto approximately $340 thousand from approximately $5 thousand in the comparable prior-year period, as well as the reclassification of certain expenses from costof sales to selling, general and administrative expenses. Research and development expenses For the three months ended June 30, 2026 we recorded research and development expenses of $0.67 million, compared to $0.7 million for the three months endedJune 30, 2025. The research and development activity related to both existing and new products. The decrease in research and development activity was a result ofthe timing of activities associated with the development of new technologies for our ecosystem and product enhancements, rather than a reduction in overallplanned development spending. Interest Expense Interest expense for the three months ended June 30, 2026 was $0.85 million, unchanged from the corresponding period in 2025, demonstrating consistency in theaverage outstanding debt balance during both reporting periods. Accretion and amortization expenses For the three months ended June 30, 2026 and 2025, accretion expense was approximately $0.2 million in each period. The expense remained consistent year overyear, primarily due to a comparable level of financing arrangements and related debt instruments outstanding during the respective periods. Change in fair value of derivative liabilities For the three months ended June 30, 2026 and 2025, we recognized a loss of $110 thousand versus a loss of $25 thousand, respectively, related to the change in fairvalue of derivative liabilities. The fair value changes were largely attributed to the underlying change in our mezzanine equity, convertible notes and equity fairvalue. Gain (loss) upon convertible promissory notes conversion During the three months ended June 30, 2026, the Company did not recognize any gain on the conversion of convertible notes, compared to a gain ofapproximately $8 thousand during the three months ended June 30, 2025. The decrease was primarily attributable to the absence of convertible note conversionsduring the current period, whereas certain convertible notes were converted during the comparable prior-year period. Other income (expense) Net other income for the three months ended June 30, 2026 was approximately $41 thousand, compared to $67 thousand for the three months ended June 30, 2025.Net other income primarily consisted of processing fees and late payment charges. The decrease was primarily attributable to lower processing fees and latepayment charges recognized during the current period. 36
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EBITDA and Adjusted EBITDA Earnings before interest, taxes, depreciation and amortization expenses (EBITDA) and Adjusted EBITDA, which are presented below, are non-generally acceptedaccounting principles (non-GAAP) measures that we believe are useful to management, investors and other users of our financial information in evaluatingoperating profitability. EBITDA is calculated by adding back interest, taxes, depreciation and amortization expenses to net income. The Company continued to report positive EBITDA, with EBITDA of approximately $90 thousand for the three months ended June 30, 2026, compared toapproximately $0.33 million for the corresponding period of the prior year. The decrease in EBITDA was primarily attributable to one-time share-basedcompensation charges, that added approximately $340 thousand to operating expenses for the three months ended June 30, 2026 (compared to approximately $5thousand in the corresponding prior-year period). Adjusted EBITDA is calculated by excluding from EBITDA the effect of the following non-operational items: equity in earnings and losses of unconsolidatedbusinesses and other income and expense, net, as well as the effect of special items that related to one-time, non-recurring expenditures. We believe that thismeasure is useful to management, investors and other users of our financial information in evaluating the effectiveness of our operations and underlying businesstrends in a manner that is consistent with management’s evaluation of business performance. Further, the exclusion of non-operational items and special itemsenables 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 inaddition to, but not instead of, the financial statements prepared in accordance with GAAP. We believe that providing these non-GAAP measures in addition to theGAAP 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 othercompanies. EBITDA and Adjusted EBITDA Three months ended June30, 2026 Three months ended June30, 2025 $ $ Net loss attributable to common stockholders (1,070,310) (754,293)Add: Provision for income taxes — — Interest expense 851,753 850,254 Accretion and amortization expenses 196,636 153,572 Depreciation 1,488 1,488 Preferred stock dividends (2) 110,842 82,316 EBITDA 90,409 333,337 Add (Less) Share based compensation (1) 339,970 5,935 Other (income)/loss (3) (40,904) (66,671)(Gain) loss upon convertible promissory notes conversion and redemption (3) — (8,433)Fair value change on derivative liabilities (3) 110,051 25,200 Adjusted EBITDA 499,526 289,368 Weighted average number of common shares outstanding 23,096,373 26,284,734 Adjusted Loss per Share, Basic and Diluted 0.004 0.011 (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 37
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Translation Adjustment Translation adjustment was a gain of $422 versus a loss of $36 thousand for the three months ended June 30, 2026 and 2025, respectively. This translationadjustment represents gains and losses that result from the translation of currency in the financial statements from our functional currency of Canadian dollars to thereporting 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 publicaccounting firm included an explanatory paragraph in the report on our financial statements as of and for the years ended March 31, 2026 and 2025, noting theexistence of substantial doubt about our ability to continue as a going concern. Our existing cash deposits may not be sufficient to fund our operating expensesthrough 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 privateequity or debt financings, through collaborations or partnerships with other companies or other sources. We may not be able to raise additional capital on termsacceptable 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 additionalfunds, or if our anticipated operating results are not achieved, we may need to reduce expenditures to extend the time period that existing resources can fund ouroperations. 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 wemay 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 weexpect. Additionally, the process of developing our products is costly, and the timing of progress can be subject to uncertainty; our ability to successfully transitionto profitability may be dependent upon achieving further regulatory approvals and achieving a level of product sales adequate to support our cost structure. Thoughwe 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 generatepositive 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 inorder to develop an ecosystem of medical technologies, and, where required or deemed advisable, obtain regulatory approvals for, and commercialize otherproposed products. The Company launched its first commercial sales program as part of a limited market release, during the year ended March 31, 2019, using anexperienced professional in-house sales team. A full market release ensued during the year ended March 31, 2020. Management anticipates the Company willcontinue on its revenue growth trajectory and improve its liquidity through continued business development and additional equity and debt capitalization of theCompany. The Company has incurred recurring losses from operations, and as at June 30, 2026, has an accumulated deficit of $143 million (March 30, 2026: $143million), the Company has a working capital deficit of $32 million (March 30, 2026: $31 million). 38
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On August 30, 2021 the Company completed an underwritten public offering of its common stock that concurrently facilitated its listing on the Nasdaq CapitalMarket. 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 onThe 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) becausethe Company no longer complied with the minimum $35 million market value of listed securities. Following the suspension of trading on The Nasdaq CapitalMarket, the Company’s shares of common stock were again quoted on the OTCQB under the symbol “BTCY.” During the three months ended June 30, 2026, the Company continued to fund its operations through a combination of debt financing arrangements and existingfinancing facilities. As of June 30, 2026, the Company had cash and cash equivalents of $466,503 and continued to evaluate additional financing alternatives to support working capitalrequirements, product development initiatives and future growth opportunities. The Company has consistently reported positive Free Cash Flows for last year, which is defined as the operating cash flow generated by the Company that isavailable to pay for dividend and interest obligations. Free Cash Flow is a non-generally accepted accounting principle (“non-GAAP”) measure that represents thecash that the Company generates from its operations after deducting cash used on operating expenses and any capital asset spending. Unlike other accountingmeasures such as earnings or net income, this measure of profitability excludes non-cash expenses, but includes spending on capital assets and changes in workingcapital on the Company’s Balance Sheet. This is a key measure that management and investors use to evaluate progress towards Company profitability. 3 months ended June 30,2026 3 months ended June 30,2025 $ $ Net cash generated (used) in operating activities 507,227 (373,389)Add: Interest expense 760,948 850,254 Less: Investment in capital assets — — Free Cash Flows 1,268,175 476,865 Weighted average number of common shares outstanding 23,096,373 26,284,734 Free Cash Flow per Share, Basic and Diluted 0.05 0.018 The Company has developed and continues to pursue sources of funding that management believes will be sufficient to support the Company’s operating plan andalleviate any substantial doubt as to its ability to meet its obligations at least for a period of one year from the date of these consolidated interim financialstatements. As we proceed with the commercialization of the Biocore and Biocare products and continue their development, we expect to continue to devote significantresources 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 ourneeds 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 businessopportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business andenhancing our operating infrastructure. The terms of our future financing may be dilutive to, or otherwise adversely affect, holders of our common stock. We mayalso seek additional funds through arrangements with collaborators or other third parties. There can be no assurance we will be able to raise this additional capitalon 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 curtailor slow the pace of development and commercialization of our proposed product lines. 39
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The following is a summary of cash flows for each of the periods set forth below. For the Three Months Ended June 30, 2026 2025 Net cash generated (used) in operating activities $ 507,227 $ (373,389)Net cash used in investing activities — — Net cash provided by (used in) financing activities (190,935) 435,705 Net Increase (decrease) in cash $ 316,292 $ 62,316 Net Cash Generated (Used) in Operating Activities During the three months ended June 30, 2026, we generated cash in operating activities of $507 thousand compared to $373 thousand cash used for thecorresponding prior year period. The cash in operating activities was primarily due to selling expenses as well as research, product development, businessdevelopment, marketing and general operations. The increase in cash generation reflects management’s concerted effort to contain costs while increasing revenues. Net Cash Used in Investing Activities Net cash used in investing activities was Nil and Nil during the three months ended June 30, 2026 and 2025. Net Cash Provided by (Used in) Financing Activities Net cash used in financing activities was $191 thousand compared to net cash provided of $436 thousand during the three months ended June 30, 2026 and 2025,respectively. For the three months ended June 30, 2026, the net cash used by financing activities was primarily due to repayment of short term loan of $185 thousand. For the three months ended June 30, 2025, the net cash provided by financing activities was primarily due to the proceeds from convertible promissory notes andshort term loan, in the amount of $0.442 million. Critical Accounting Estimates Our consolidated interim financial statements are prepared in accordance with GAAP. These accounting principles require us to make estimates and judgments thatcan 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 theperiods 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 makethese estimates and judgments. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. Theaccounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluatingour reported financial results are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our 2026Form 10-K filed on July 14, 2026. During the three months ended June 30, 2026, there were no material changes to our critical accounting estimates disclosed in “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” included in our 2026 Form 10-K filed on July 14, 2026. 40
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Recent Accounting Pronouncements Refer to Note 3— Summary of Significant Accounting Policies to our condensed consolidated interim financial statements included elsewhere in this report for adiscussion 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 financialcondition, 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 Actreports is recorded, processed, summarized and reported within the time communicated to the Company’s management, including its Chief Executive Officer andChief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls andprocedures” in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching theCompany’s desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls andprocedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management wasrequired to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Therefore, even a system which is determined to beeffective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to providereasonable 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’smanagement, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’sdisclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls andprocedures were effective to ensure that the material information required to be included in our Securities and Exchange Commission reports is accumulated andcommunicated to our management, including our principal executive and financial officer, as well as recorded, processed, summarized and reported within the timeperiods specified in Securities and Exchange Commission rules and forms relating to the Company. Changes in Internal Control There were no changes in the Company’s internal control over financial reporting that occurred during the three-month period ended June 30, 2026 that havematerially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 41
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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, andour property is not the subject of, any material legal proceedings. Regardless of outcome, litigation can have an adverse impact on us because of defense andsettlement 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 June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1trading 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. 42
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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 19 day of August 2026. 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) 43
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Exhibit 31.1 BIOTRICITY INC. CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Waqaas Al-Siddiq, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Biotricity Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: August 19, 2026 /s/ Waqaas Al-Siddiq Waqaas Al-Siddiq Chief Executive Officer (Principal Executive Officer)
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Exhibit 31.2 BIOTRICITY INC. CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Ayanoglou, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Biotricity Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: August 19, 2026 /s/ John Ayanoglou John Ayanoglou (Principal Financial and Accounting Officer)
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Exhibit 32.1 BIOTRICITY INC. CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Biotricity Inc. (the “Company”) for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Waqaas Al-Siddiq, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 19, 2026 /s/ Waqaas Al-Siddiq Waqaas Al-Siddiq Chief Executive Officer (Principal Executive Officer)
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Exhibit 32.2 BIOTRICITY INC. CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Biotricity Inc. (the “Company”) for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Ayanoglou, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 19, 2026 /s/ John Ayanoglou John Ayanoglou (Principal Financial and Accounting Officer)