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 the respective note agreements.

As of March 31, 2026, notes held by two investors remained outstanding with an aggregate principal balance of $821,500 (March 31, 2025 – $821,500). During prior years, 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 principal of $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 three lowest 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.

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’s common stock pursuant to the terms of the note agreements.

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 the redemption, 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.

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 to the terms of the applicable note agreements.

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 note continues 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 cash payment 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 related derivative 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 of common 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 the common 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 derivative liabilities 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 be issued 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.

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% to 20% per annum and contain conversion features that require the mutual consent of both the investor and the Company. As the conversion features are not solely within the 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. The Preferred 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 made principal 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 remaining outstanding.

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 in cash 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 March 31, 2026, the outstanding principal balance was $150,000 (March 31, 2025 - $250,000)

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 cash quarterly. As of March 31, 2026, the outstanding principal balance remained $114,303 (March 31, 2025 - $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 notes matured 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 of issuance 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 the notes 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 the holder, the Company did not recognize a derivative liability in connection with these conversion options. During the year ended March 31, 2026, the Company repaid in full the $100,000 note that matured on its six-month anniversary of issuance, together with all accrued interest thereon, the outstanding principal balance remained $1,885,000 ( March 31, 2025 $1,985,000)

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2026 and 2025

(Expressed in US Dollars)

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 at rates ranging from 10.0% to 12.0% 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 10.0% per annum; $500,000 mature on their twenty-four month anniversary and bear interest at 12.0% per annum; $730,000 mature on their twenty-four month anniversary and bear interest at 10.0% per annum; and $100,000 mature on their twenty-four month anniversary and bear interest at 10.5% per annum.

The Company received gross proceeds of $1,395,000 from these issuances. In connection with the financings, the Company incurred financing fees of $46,500, resulting in net proceeds of $1,348,500. 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 the conversion options. As of March 31, 2026, the aggregate outstanding principal balance of these notes was $1,395,000.

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 in accordance 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 the effective interest method. During the year ended March 31, 2026, the Company recognized amortization expense of $17,973 related to these deferred financing costs (2025 – $nil).

As of March 31, 2026 and March 31, 2025, accrued interest related to the Preferred Notes and convertible promissory notes was $56,309 and $36,163, respectively.

During the years ended March 31, 2026 and 2025, the Company recognized interest expense of $246,110 and $180,888, 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 a fixed rate of 10% per annum and contains conversion features that become effective upon a qualified financing or upon mutual agreement of the Company and the noteholder. As the conversion feature is not solely within the control of the holder, the Company has not recognized a derivative liability related to the conversion option.

As of March 31, 2026 and March 31, 2025, the outstanding principal balance of the note was $2,000,000.

As of March 31, 2026 and March 31, 2025, the discount associated with the note was fully amortized.

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 March 31, 2026, the Company had the following principal balances outstanding:

As of March 31, 2026, accrued interest related to these arrangements totaled $311,033 (March 31, 2025, $196,837).

During the year ended March 31, 2026, the Company recognized interest expense of $729,912 (March 31, 2025, $698,028) related to these debt arrangements, including financing costs, accretion and facility charges. Deferred financing costs are recorded as a reduction of the related debt balances and amortized over the contractual terms of the respective arrangements.