The Company adopted the 2023 Equity and Incentive Plan, which provides for grants of share-based awards, including Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units (“RSUs”), and other forms of share-based awards. The Company settles employee stock-based options with newly issued common stock of the Company. As at March 31, 2026, the Company has reserved 5,242,167 shares of common stock for the issuance of awards under the 2023 Plan.

In addition, the number of shares of common stock reserved and available for issuance under the 2023 Plan will automatically increase on January 1 of each year for a period of ten years, beginning on January 1, 2024 and on each January 1 thereafter until January 1, 2033, by a number equal to (i) 3% of the issued and outstanding number of shares of common stock of the Company on the preceding December 31, or (ii) a lesser number of shares as approved by the Company’s board of directors.

Additionally, during the year ended March 31, 2025, the stockholders approved a one-time increase in the number of Common Stock shares reserved for issuance under the 2023 Plan. The increase is equal to 15% of the total number of Common Stock shares issued and outstanding on that date.

On February 12, 2025, the Company granted 17,950 RSUs to its directors and employees wherein all the RSU’s granted will fully vest on the vesting commencement date i.e. March 31, 2025 pursuant to the amendment agreement dated March 31, 2025.

On August 4, 2025, the Company granted an additional 4,525,000 RSUs to its directors and employees with a total vesting period of 3 years. The RSUs follow a graded vesting schedule under which 25% of the units will vest after the 6th, 12th, 24th and 36th month following the vesting commencement date. During the year ended March 31, 2026, the vesting date for the first tranche of the Restricted Stock Unit Award Agreement dated August 4, 2025, has been amended from March 31, 2026 to June 30, 2026.

On December 11, 2025, the Company further granted 475,000 RSUs to its directors where the RSUs will vest 6 months from the vesting commencement date.

The following tables summarizes total stock-based compensation expense by function for the year ended March 31, 2026 and March 31, 2025:

The stock-based compensation expense is recorded in the employee benefit cost and apportioned basis respective functions.

The fair value of options granted is estimated on the date of grant using the Black-Scholes- option-pricing model using the weighted average assumptions. The assumptions used in the valuation are as follows:

The movement in number of stock-based options outstanding and their related weighted average exercise price for the 2023 Plan are as follows:

The weighted average grant date fair value of stock options granted during the year ended March 31, 2026 and March 31, 2025 were $0.47 and $$2.92 per share, respectively.

Restricted shares issued to CEO

On May 9, 2025, the Company entered into a consulting agreement with Mr. Deepankar Tiwari to engage him as the Chief Executive Officer (“CEO”) of the Company. As consideration for services rendered, Mr. Tiwari shall be eligible to receive a monthly consultancy fee and restricted shares of the Company. As per the terms of the agreement, 1,000,000 restricted shares were granted, of which 250,000 restricted shares shall vest at the end of each quarter starting June 30, 2025. Such restricted shares granted shall be subject to- i) execution of relevant Restricted Shares award agreement, ii) approval by Board of Directors, and iii) Compliance with applicable securities laws and tax regulations in the relevant jurisdictions, collectively called as ‘conditions for grant’. The Board had approved the restricted shares granted to Mr. Tiwari on July 16, 2025 pursuant to which the Inducement Award Agreement was executed on July 17, 2025 and Form S-8 along with required documents were submitted with relevant regulators on July 18, 2025. Therefore, July 18, 2025 has been taken as the grant date as all the required conditions were satisfied on this date.

The Company has registered 1,000,000 shares of common stock issuable to Mr. Deepankar Tiwari to induce Mr. Tiwari to accept employment as the Company’s CEO and the executed inducement award agreement. Such inducement awards granted to the CEO are outside of the 2023 Equity and Incentive Plan.

During the year ended March 31, 2026, 750,000 restricted shares have been issued and 250,000 shares are pending to be issued to Mr. Tiwari. Stock based compensation expense of $570,000 pertaining to these Restricted shares have been recorded in the Consolidated Statements of Operations.