Biotricity Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: March 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40761 BIOTRICITY INC.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredN/A Securities registered pursuant to Section 12(g) of the Act: Title of Each Class Name of Each Exchange On Which RegisteredCommon Stock, Par Value $0.001OTCQB Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such fi les). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller Reporting Company☒Emerging Growth Company☐ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to theprice at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business dayof the registrant’s most recently completed second fiscal quarter: $13,498,522. The number of shares outstanding of each of the registrant’s classes of common stock, as of July 14, 2026, was 20,074,675 (notincluding 160,672 Exchangeable Shares, directly exchangeable into an equivalent number of shares of common stock). None. BIOTRICITY INC.Form 10-KFor the Fiscal Year Ended March 31, 2026 TABLE OF CONTENTS PART I3ITEM 1. BUSINESS3ITEM 1A. RISK FACTORS17ITEM 1B. UNRESOLVED STAFF COMMENTS32ITEM 1C. CYBERSECURITY32ITEM 2. PROPERTIES33ITEM 3. LEGAL PROCEEDINGS33ITEM 4. MINE SAFETY DISCLOSURES.33PART II34ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUERPURCHASES OF EQUITY SECURITIES34ITEM 6. [RESERVED]36ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS36ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK51ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA51ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURES51ITEM 9A. CONTROLS AND PROCEDURES51ITEM 9B. OTHER INFORMATION52ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS52PART III53ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE53ITEM 11. EXECUTIVE COMPENSATION57ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT59ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE59ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVIC