NOTE 9 - STOCK-BASED COMPENSATION

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

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

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

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

The following table summarizes the Company’s stock option activity under the Plan for the year ended March 31, 2026. Included in the 925,000 outstanding options are 375,000 performance-based awards and 550,000 service-based awards:

SCHEDULE OF STOCK OPTION

The stock-based compensation expense related to option grants under the Plan was $137,544, for the year ended March 31, 2026 and was recognized within officer compensation on the Company’s consolidated statement of operations and comprehensive loss.

All of the service based awards in the table above were fully vested at issuance and therefore all related compensation expense was recognized in the periods the awards were granted. There was no unrecognized compensation cost related to the service based options as of March 31, 2026. The Performance Awards in the table above will fully vest when the vesting terms are met and expense will be recognized when the vesting event becomes probable. Therefore, no stock-based compensation expense was recorded for the Performance Awards for the year ended March 31, 2026.

In November 2024, 375,000 performance awards (the “Performance Awards”) were issued, whose vesting is dependent upon events related to future acquisitions that were not deemed probable of occurring at the time of grant through March 31, 2025. The exercise price of the Performance Awards will be equal to the closing price per share of the Company’s common stock on the trading day preceding the vesting date. Due to the variability in the exercise price of the Performance Awards, that is the exercise price will be equal to the closing price per share on the date preceding the vesting date, the Company concluded that the grant date was not established for accounting purposes. The fair value of the Performance Awards on the date of award was $671,250. As of March 31, 2026, the fair value of the Performance Awards was $924,000. The Company did not recognize compensation expense for such awards as the grant date has not been established nor is the achievement of the milestone considered probable. The Company will reassess the probability of achievement at each reporting date and will recognize compensation expense if and when the performance condition becomes probable of achievement.

The weighted-average grant date fair value per share of options granted during the year ended March 31, 2026 was $1.38. The Company uses the Black-Scholes option model to estimate the fair value of stock options. In applying the Black-Scholes option model, the Company used the following assumptions in the valuation of options granted in 2026:

SCHEDULE OF FAIR VALUE STOCK OPTIONS 

Due to the variability of the exercise price, which will be equal to the closing price per share of the Company’s common stock on the trading day preceding the vesting date, the Company uses a Monte Carlo simulation model to estimate the fair value of the 375,000 Performance Awards where vesting was not probable as of March 31, 2026. In applying the Monte Carlo simulation model, the Company used the following assumptions in the valuation of the Performance Awards as of March 31, 2026:

SCHEDULE OF FAIR VALUE OF STOCK OPTIONS

Equity issued for consulting services

For the years ended March 31, 2026 and 2025, unrelated to the Plan, the Company issued 84,000 and 30,000 shares of Common Stock to a third party for consulting services, respectively, which were valued at $304,000 and $138,979, respectively, and recorded with general and administrative expense.