Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On November 27, 2024, Nordicus Partners Corporation (the "Company") entered into a Consulting Agreement with Harbor Access LLC for the provisions of investor relations and related services. The term of the Agreement expires on November 30, 2025, subject to extension by the mutual agreement of the parties. The Company is obligated to pay Harbor Access LLC a fee for the services of $8,000 per month.

On November 27, 2024, the Company entered into a Professional Relations and Consulting Agreement with ESG Advisor Group, L.L.C. ("ESG") for the provisions of investor relations and related services. The term of the Agreement expires on November 30, 2025 and will automatically be renewed for one additional six-month period unless terminated by the parties. The Agreement may be terminated by either party after three months on 30 days' prior notice.

The Company is obligated to pay ESG a fee for the services in the form of 61,500 restricted shares of its common stock, par value $0.001 per share ("Shares"). Such Shares will vest as follows: 15,300 shares shall vest 45 days after the effective date of the Agreement and up to 11 additional monthly tranches of 4,200 shares shall vest for each additional month of service during the term of the Agreement. ESG is entitled to receive additional Shares as bonuses if the Company's Shares achieve certain volume and trading price milestones.

The Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state or other applicable jurisdiction's securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdiction's securities laws.