Cautionary
Note Regarding Forward-Looking Statements
The
following Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) should
be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Annual Report. The MD&A
contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations,
and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,”
“plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,”
and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,”
etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to
risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking
statements in this Annual Report. Our actual results and the timing of events could differ materially from those anticipated in these
forward-looking statements as a result of several factors including, but not limited to, those noted under “Risk Factors”
in this Annual Report.
We
do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this
Annual Report, except as required by U.S. federal securities laws.
Overview
Nordicus
Partners Corporation is a U.S. publicly listed biotech company specializing in developing breakthrough therapeutics for diseases with
unmet medical needs. Current portfolio companies include the three promising preclinical biotechnology companies Orocidin A/S, Bio-Convert
A/S and NoviThera ApS.
Organizational
History Summary
Our
detailed corporate history is described in Item 1. In summary, after our pre-2021 history as a Delaware corporation under prior names,
the Company underwent a change-of-control transaction with Reddington Partners LLC beginning in October 2021, completed reverse stock
splits in March 2022 and November 2024, acquired NP Bioinnovation A/S in February 2023, changed its name to Nordicus Partners Corporation
and ticker symbol to NORD in May 2023, acquired Orocidin A/S and Bio-Convert A/S in 2024, formed NoviThera ApS in October 2025 and expanded
its board and governance committee structure in 2025.
Our