What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-14 · 591 added, 400 removed, 1028 unchanged (49% of the section changed)

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Accounts receivable, net

Inventory, net

Prepaids and other current assets

Total Current Assets

Non- Current Assets:

Property, plant, and equipment, net

Right of use asset

Accounts receivable, net

Right of use asset, net

Deferred tax assets, net

Accounts receivable, net – non current

Restricted cash- non current

Prepaids and other non current assets

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

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Total Current Liabilities

Non- Current Liabilities

Operating lease liabilities, less current portion

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Other non current liabilities

Total Non-Current Liabilities

Total Liabilities

and contingencies

Stockholders’ equity:

Preferred stock, authorized 5,000,000 shares of Series A, Non-Convertible Preferred Stock, $ 0.0001 par value per share;

1,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024

Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 193,556,177 shares and 171,579,284 shares issued and outstanding as of March 31, 2025 and December 31, 2024 respectively

1,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024

Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 193,588,410

shares and 171,579,284 shares issued and outstanding as of June 30, 2025 and December 31, 2024 respectively

Accumulated other comprehensive income (loss)

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TOTAL OPERATING EXPENSES

Income /(Loss) from operations

( 4,100,189 )

OTHER INCOME (EXPENSE):

Interest Expense

Interest and other income, net

TOTAL INCOME / (EXPENSE), NET

INCOME / (LOSS) BEFORE INCOME TAXES

( 4,140,570 )

Income tax expense

$ ( 256,691 )

$ ( 4,140,570 )

Net loss per share -basic and diluted

Weighted average-basic shares

Weighted average-diluted shares

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

$ ( 256,691 )

$ ( 4,140,570 )

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation loss

Retirement Benefit (net of tax)

Income tax effect relating to retirement benefit

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

TOTAL COMPREHENSIVE LOSS

$ ( 352,593 )

$ ( 4,153,402 )

See accompanying notes to Condensed Consolidated

Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

For The Six months ended

Instruments sale

Warranty sale

Total revenue

Cost of revenue

( 8,118,649 )

( 5,980,851 )

OPERATING EXPENSES:

Research & development expense

Stock compensation expense

Depreciation and amortization expense

Selling, general and administrative expense

TOTAL OPERATING EXPENSES

Loss from operations

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Interest and other income, net

TOTAL OTHER INCOME (EXPENSE), NET

TOTAL INCOME / (EXPENSE), NET

LOSS BEFORE INCOME TAXES

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OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation gain/(loss)

Foreign currency translation loss

Retirement Benefit (net of tax)

Income tax effect relating to retirement benefit

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

TOTAL COMPREHENSIVE LOSS

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SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

FOR THE THREE MONTHS ENDED MARCH 31, 2025, AND

MARCH 31, 2024

CONDENSED CONSOLIDATED STATEMENTS OF STOCK

HOLDERS EQUITY

FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE

30, 2025 AND JUNE 30, 2024

Preferred Stock

Common Stock to be Issued

Accumulated other

comprehensive

Total Stockholders’

Stockholders’

income (loss)

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$ ( 726,911 )

Stock compensation

Common stock issued against exercise of options

Stock issued for services

Balance as at June 30, 2025

$ ( 49,600,593 )

$ ( 822,813 )

Balance as at December 31, 2023

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$ ( 266,306 )

Stock compensation

( 4,140,570 )

( 4,153,402 )

Balance as at June 30, 2024

$ ( 38,493,673 )

$ ( 279,138 )

See accompanying notes to Condensed Consolidated

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Three months ended

For the Six months ended

Cash flows from operating activities:

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(Reversal of) / Provision for credit loss reserve

Deferred income tax benefit

Stock compensation expense

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( 2,337,679 )

Inventory, net

( 3,475,878 )

Inventory, net

( 10,221,214 )

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Accounts payable

Income taxes payable, net

Accrued expenses & other liabilities

5 unchanged sentences

Purchase of property, plant and equipment

( 1,189,452 )

( 2,239,139 )

Net cash used in investing activities

( 1,189,452 )

( 2,239,139 )

Cash flows from financing activities:

Proceeds from bank overdraft facility (net)

( 1,014,593 )

Proceeds from issuance of convertible notes to principal shareholder

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a one for ten reverse stock split.

The Transaction (Note 5) was accounted for as

a reverse recapitalization in accordance with GAAP (the “ Reverse Recapitalization ”).

Under this method, AVRA was treated

as the “acquired” company (the “ Accounting Acquiree ”) and Cardio Ventures Inc., the accounting acquirer,

was assumed to have issued stock for the net assets of AVRA, accompanied by a recapitalization.

Accordingly, for the year ended December

31, 2022, CardioVentures has been considered the ultimate holding company.

Prior to October 18, 2022, Cardio Ventures Pvt Ltd., Bahamas

(Cardio Bahamas), was in existence and served as the ultimate holding company.

The Transaction (Note 5) was accounted for as a recapitalization in

accordance with GAAP (the “ Recapitalization ”).

Under this method, AVRA was treated as the “acquired” company

(the “ Accounting Acquiree ”) and Cardio Ventures Inc., the accounting acquirer, was assumed to have issued stock for

the net assets of AVRA, accompanied by a recapitalization.

Accordingly, for the year ended December 31, 2022, CardioVentures has been

considered the ultimate holding company.

Prior to October 18, 2022, Cardio Ventures Pvt Ltd., Bahamas (Cardio Bahamas), was in existence

and served as the ultimate holding company.

On October 18, 2022, Cardio Ventures Inc.

acquired controlling

interest in Otto Pvt Ltd.

from Cardio Bahamas, making Cardio Ventures Inc.

acquired controlling interest in Otto Pvt Ltd.

Cardio Bahamas, making Cardio Ventures Inc.

the ultimate holding company.

During the reporting period, the Company successfully

completed its uplisting to the NASDAQ Stock Market LLC (“NASDAQ”) , with its common shares commencing trading on NASDAQ

under the ticker symbol “SSII” effective April 25, 2025.

Basis of Presentation

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The interim condensed consolidated balance sheet

as of March 31, 2025, and the interim condensed consolidated statements of operations, comprehensive loss and stockholders’ equity

for the three months and cash flows for the three months ended March 31, 2025 and March 31, 2024 are unaudited.

The unaudited interim

condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect,

in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of our financial

position as of March 31, 2025 and our results of operations for the three months and cash flows for the three months ended March 31, 2025

and March 31, 2024.

The financial data and other financial information disclosed in these notes to the interim condensed consolidated

financial statements related to the three months are also unaudited.

The interim condensed consolidated results of operations for the

three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or

for any future annual or interim period.

The condensed consolidated balance sheet as of December 31, 2024 included herein was produced

from the audited consolidated financial statements as of that date.

These interim condensed consolidated financial statements should be

read in conjunction with our audited consolidated financial statements included in the Annual Report on Form 10-K as filed by us with

Securities and Exchange Commission (the “SEC”) on April 15, 2025.

as of June 30, 2025, and the interim condensed consolidated statement of operations, comprehensive loss and stockholders’ equity

for the six and three months ended June 30, 2025 and June 30, 2024 and cash flows for the six months ended June 30, 2025 and June 30,

2024 are unaudited.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual

consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are

necessary for the fair presentation of our financial position as of June 30, 2025 and our results of operations for the six months and

three months and cash flows for the six months ended June 30, 2025 and June 30, 2024.

The financial data and other financial information

disclosed in these notes to the interim condensed consolidated financial statements related to the six months and three months are also

The interim condensed consolidated results of operations for the six months and three months ended June 30, 2025 are not necessarily

indicative of the results to be expected for the year ending December 31, 2025 or for any future annual or interim period.

The condensed

consolidated balance sheet as of December 31, 2024 included herein was produced from the audited consolidated financial statements as

of that date.

These interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial

statements included in the Annual Report on Form 10-K as filed by us with the U.S.

Securities and Exchange Commission (the “SEC”)

on April 15, 2025.

The interim condensed consolidated financial statements

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The Company had a working capital surplus of $ 31,175,418 and an accumulated deficit of $ 49,600,593

as of March 31, 2025.

The Company also had a net loss of $ 5,681,353 for the three months ended March 31, 2025 as compared to loss

of $ 9,841,753 for the three months ended March 31, 2024 which was mainly on account of non-cash items like stock compensation expense

of $ 2,379,212 , depreciation of $ 208,882 .

In addition, the Company has been dependent on related parties to fund operations.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited

interim condensed consolidated financial statements are issued.

as of June 30, 2025.

The Company also had a net loss of $ 5,938,044 for six months ended June 30, 2025 and $ 256,691 for three months

ended June 30, 2025 which was mainly on account of non-cash items like stock compensation expense of $ 4,009,507 for six months and $ 1,630,295

for three months, depreciation of $ 469,243 for six months and $ 260,361 for three months ended June 30, 2025.

In addition, the Company

has been dependent on related parties to fund operations.

These conditions raise substantial doubt about the Company’s ability to

continue as a going concern within one year after the date that the unaudited interim condensed consolidated financial statements are

In February 2024, the Company raised $ 2,450,000

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at any time through the maturity date at a per share price of $ 1.38 .

In February 2025, the Company paid $ 4,212,637 towards repayment of

five 7 % One-Year Promissory Notes totaling to $ 4,000,000 raised from Sushruta Pvt Ltd., on various dates during the year 2024, along with

interest due thereon.

In February 2025, the Company paid $ 4,212,637

towards repayment of five 7 % One-Year Promissory Notes totaling to $ 4,000,000 raised from Sushruta Pvt Ltd., on various dates during the

year 2024, along with interest due thereon.

In February 2025, the Company paid $ 1,068,849

towards repayment of one 7 % One-Year Convertible Promissory Notes of $ 1,000,000 raised from Andrew Economos along with the interest due

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a) Use of Estimates

The preparation of condensed consolidated financial statements in conformity

with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the

reported amounts of assets, liabilities and expenses.

The Company regularly evaluates estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial

statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates

made by management.

Significant estimates include fair value of stock options and standalone selling price in case of bundled revenue

The preparation of condensed consolidated financial

statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and

assumptions that affect the reported amounts of assets, liabilities and expenses.

The Company regularly evaluates estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed

consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could

differ from those estimates made by management.

Significant estimates include fair value of stock options and standalone selling price

in case of bundled revenue contracts.

b) Cash and Cash Equivalents

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cash and restricted cash equivalents.

d) Accounts Receivable and Allowance for Expected Credit Losses

d) Accounts Receivable and

Allowance for Expected Credit Losses

The Company’s account receivables are due

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principal amounts of such receivables outstanding are deducted from the allowance.

The allowance for doubtful accounts as of March 31,

2025, and December 31, 2024 amounted to $ 175,647 and $ 545,799 respectively.

e) Employee Benefits

Contributions to defined contribution plans are charged to the condensed

consolidated statement of operations and comprehensive loss in the period in which services are rendered by the covered employees.

service costs for defined benefit plans are recognized in the period to which they relate.

The liability in respect of defined benefit

plans is calculated annually by the Company using the projected unit credit method.

The Company records annual amounts relating to its

defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality,

future compensation increases and attrition rates.

The Company reviews its assumptions on an annual basis and makes modifications to the

assumptions based on current rates and trends when it is appropriate to do so.

The effect of modifications to those assumptions is recorded

in other comprehensive income (loss) (“OCI”) and amortized to net periodic benefit cost over the expected remaining period

of service of the covered employees using the corridor method.

The Company believes that the assumptions utilized in recording its obligations

under its plans are reasonable based on its experience and market conditions.

These assumptions may not be within the control of the Company

and accordingly it is reasonably possible that these assumptions could change in future periods.

The Company includes the service cost

component of the net periodic benefit cost in the same line item or items as other compensation costs arising from services rendered by

the respective employees during the period.

The interest cost, expected return on plan assets and amortization of actuarial gains/loss,

are included in “Other income/(expense), net”.

Refer to Note 17 - Employee Benefit Plans to the unaudited interim condensed

consolidated financial statements for details.

Contributions to defined contribution plans are

charged to the condensed consolidated statement of operations and comprehensive loss in the period in which services are rendered by the

covered employees.

Current service costs for defined benefit plans are recognized in the period to which they relate.

The liability in

respect of defined benefit plans is calculated annually by the Company using the projected unit credit method.

The Company records annual

amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including

discount rates, mortality, future compensation increases and attrition rates.

The Company reviews its assumptions on an annual basis and

makes modifications to the assumptions based on current rates and trends when it is appropriate to do so.

The effect of modifications

to those assumptions is recorded in other comprehensive income (loss) (“OCI”) and amortized to net periodic benefit cost over

the expected remaining period of service of the covered employees using the corridor method.

The Company believes that the assumptions

utilized in recording its obligations under its plans are reasonable based on its experience and market conditions.

These assumptions

may not be within the control of the Company and accordingly it is reasonably possible that these assumptions could change in future periods.

The Company includes the service cost component of the net periodic benefit cost in the same line item or items as other compensation

costs arising from services rendered by the respective employees during the period.

The interest cost, expected return on plan assets

and amortization of actuarial gains/loss, are included in “Other income/(expense), net”.

Refer to Note 17 - Employee Benefit

Plans to the unaudited interim condensed consolidated financial statements for details.

f) Foreign Currency Translation

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those in effect on the transaction dates.

Monetary assets and all liabilities denominated in foreign currencies on March 31, 2025 and

March 31, 2024 are translated at the exchange rate in effect as of those dates.

Non-monetary assets and stockholders’ equity are

translated at the appropriate historical rates.

Included in selling, general and administrative expense were foreign exchange loss resulting

from such translations of approximately $ 12,094 and $ 6,151 for the three months ended March 31, 2025 and March 31, 2024, respectively.

Monetary assets and all liabilities denominated in foreign currencies on June 30, 2025 and June

30, 2024 are translated at the exchange rate in effect as of those dates.

Non-monetary assets and stockholders’ equity are translated

at the appropriate historical rates.

Included in interest and other income foreign exchange gain resulting from such translations of approximately

$ 17,531 and amount of $ 3,972 included in selling, general and administrative expenses for the six months ended June 30, 2025 and June

30, 2024, respectively.

The functional currency of each entity in the

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The relevant translation rates are as follows:

for the three months ended March 31, 2025 closing rate at 85.46 US$:

for the six months ended June 30, 2025 closing rate at 85.73 US$:

INR, average rate at 85.66 US$:INR.

The relevant translation rates are as follows:

for the three months ended March 31, 2024 closing rate at 83.35 US$:

for the six months ended June 30, 2024 closing rate at 83.35 US$:

INR, average rate at 83.27 US$:INR.

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Further, Cost of sales also includes other costs such as salaries and rent which are directly attributable to the manufacturing

i) Selling and Administrative Expenses

Selling and administrative expenses primarily

consist of indirect expenses which are not directly attributable to any other identified expense category of the Company.

i) Selling and Administrative

and administrative expenses primarily consist of indirect expenses which are not directly attributable to any other identified expense

category of the Company.

j) Fair value measurements

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The fair value hierarchy consists of the following three levels:

Level I — Quoted prices for identical instruments in active markets.

Level II — Quoted prices for similar instruments in active markets;

● Level I — Quoted prices

for identical instruments in active markets.

● Level II — Quoted prices

for similar instruments in active markets;

quoted prices for identical or similar instruments in markets that are not active;

and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level III — Instruments whose significant value drivers are unobservable.

k) Concentration of Credit Risk

and model-derived

valuations whose inputs are observable or whose significant value drivers are observable.

● Level III — Instruments

whose significant value drivers are unobservable.

k) Concentration of Credit

Financial instruments that potentially subject

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To achieve this core principle, five basic criteria must be met before revenue can be

Identification of a contract with a customer or placement of a purchase order by the customer.

Identification of the performance obligations in the contract or the purchase order as the case may be.

Determination of the transaction price which is reflected in the purchase order placed by the customer.

Allocation of the transaction price to the performance obligations in the contract;

Recognition of revenue when or as the performance obligations are satisfied as per the terms of the purchase order received from the customer.

● Identification of a contract

with a customer or placement of a purchase order by the customer.

● Identification of the performance

obligations in the contract or the purchase order as the case may be.

● Determination of the transaction

price which is reflected in the purchase order placed by the customer.

● Allocation of the transaction

price to the performance obligations in the contract;

● Recognition of revenue when

or as the performance obligations are satisfied as per the terms of the purchase order received from the customer.

The Company accounts for revenues when both parties

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and conditions include:

Finalization of Product and Price:

Finalization of Product and

Agreement on the specific model of the “SSI Mantra” system and its selling price.

Payment Terms:

Determination of payment terms, which may involve either a deferred payment arrangement or a one-time payment upon delivery and installation of the system at the customer’s premises.

Determination

of payment terms, which may involve either a deferred payment arrangement or a one-time payment upon delivery and installation of the

system at the customer’s premises.

Deferred Payment Model:

For deferred payments, customers typically pay an advance amount before the dispatch of the system.

The remaining balance is payable in yearly installments over a period of 3 to 5 years.

deferred payments, customers typically pay an advance amount before the dispatch of the system.

The remaining balance is payable in yearly

installments over a period of 3 to 5 years.

Present value of deferred payment is calculated using the prevailing interest rate.

Warranty Services:

Instead of negotiating the sales price, the Company provides a warranty service that includes a 1 -year assurance warranty and an extended warranty for an additional 3 to 5 years.

of negotiating the sales price, the Company provides a warranty service that includes a 1 -year assurance warranty and an extended warranty

for an additional 3 to 5 years.

The exact terms are mutually agreed upon with the customer.

Delivery, Installation, and Training:

Delivery, Installation, and

The Company is responsible for delivering and installing the system at the customer’s premises.

Post-installation, the Company provides free training to surgeons and surgical staff to enable them to operate the system effectively.

With respect to the sale of surgical robotic systems, training is provided at the time of delivery to the end customer, however the effort involved is considered negligible.

Post-installation, the

Company provides free training to surgeons and surgical staff to enable them to operate the system effectively.

With respect to the sale

of surgical robotic systems, training is provided at the time of delivery to the end customer, however the effort involved is considered

Transfer of Risk and Rewards:

The risks and rewards associated with the system are transferred to the customer upon delivery to their premises.

and Accessories Sales:

Instrument and Accessories Sales:

We also sell instruments for use by surgeons in

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the revenues from the sale of instruments as and when the instruments are delivered to the customer.

Warranty and Annual Maintenance Contract Sales:

Warranty and Annual Maintenance Contract

By application of ASC 606, a portion of the equipment

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Plant and machinery

Research & Development equipment

Server & networking

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or measurement are reflected in the period in which the change in judgment occurs.

Significant management judgment is required in

determining provision for income taxes, deferred tax assets and liabilities, tax contingencies, unrecognized tax benefits, and any required

valuation allowance, including taking into consideration the probability of the tax contingencies being incurred.

Management assesses

this probability based upon information provided by its tax advisers, its legal advisers and similar tax cases.

If at a later time the

assessment of the probability of these tax contingencies changes, accrual for such tax uncertainties may increase or decrease.

Management judgment is required in determining

provision for income taxes, deferred tax assets and liabilities, tax contingencies, unrecognized tax benefits, and any required valuation

allowance, including taking into consideration the probability of the tax contingencies being incurred.

Management assesses this probability

based upon information provided by its tax advisers, its legal advisers and similar tax cases.

If at a later time the assessment of the

probability of these tax contingencies changes, accrual for such tax uncertainties may increase or decrease.

The Company has a valuation allowance due to management’s

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regarding the realizability of deferred tax assets, such effect will be recognized in the interim period in which the change occurs.

r) Basic and Diluted Loss per Share

r) Basic and Diluted Loss per

The following table sets forth the computation

of basic and diluted earnings per share:

For three Months ended

For the six months ended

( 5,938,044 )

( 13,982,323 )

Basic weighted average common shares outstanding

Basic weighted average common shares outstanding (b)

Dilutive effect of convertible note (1)

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Basic and Diluted

For the Three Months ended

( 4,140,570 )

Basic weighted average common shares outstanding (b)

Dilutive effect of convertible note

Dilutive effect of stock-based awards

Diluted weighted average common shares outstanding

Earnings per share attributable to SS INNOVATIONS INTERNATIONAL INC.

stockholders:

Basic and Diluted (a)/(b)

( 0.00 ) ^

Value is less than 0.001

(1) Represents dilution effect related to the interest on convertible notes in the calculation of diluted weighted average shares outstanding for the portion of the period.

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shares are not assumed to have been issued if their effect is anti-dilutive.

s) Research and Development Costs

s) Research and Development

In accordance with ASC Topic 730 Research and

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and other outside service fees, and facilities and overhead costs.

t) Fair Value of Financial Instruments

t) Fair Value of Financial

Our financial instruments consist principally

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or loss by the applicable statutory income tax rate).

This ASU’s amendments are effective for all entities that are subject to

Topic 740, Income Taxes, for annual periods beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating

the impact of this pronouncement on our disclosures.

This ASU’s amendments are effective for all entities that are subject to Topic

740, Income Taxes, for annual periods beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the

impact of this pronouncement on our disclosures.

The Company determines if an arrangement is a

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current portion” in the Company’s condensed consolidated balance sheet.

Right-of-use assets (ROU) assets represent the

Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation

to make lease payments arising from the lease arrangement.

Lease liabilities are recognized at commencement date based on the present

value of lease payments over the lease term.

Operating lease ROU assets are recognized at commencement date in an amount equal to lease

liability, adjusted for any lease prepayments, initial direct costs, and lease incentives.

For leases in which the rate implicit in the

lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement

The Company determines the incremental borrowing rate by adjusting the benchmark reference rates with appropriate financing spreads

applicable to the respective geographies where the leases are entered and lease specific adjustments for the effects of collateral, if

Lease terms includes the effects of options to extend or terminate the lease when it is reasonably certain at commencement

of the lease that the Company will exercise that option.

Lease expense for operating lease arrangements is recognized on a straight-line

basis over the lease term reflecting single operating lease cost.

The Company evaluates lease agreements to determine lease and non-lease

components, which are accounted for separately.

Right-of-use (ROU) assets represent the Company’s

right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments

arising from the lease arrangement.

Lease liabilities are recognized at commencement date based on the present value of lease payments

over the lease term.

Operating lease ROU assets are recognized at commencement date in an amount equal to lease liability, adjusted for

any lease prepayments, initial direct costs, and lease incentives.

For leases in which the rate implicit in the lease is not readily determinable,

the Company uses its incremental borrowing rate based on the information available at commencement date.

The Company determines the incremental

borrowing rate by adjusting the benchmark reference rates with appropriate financing spreads applicable to the respective geographies

where the leases are entered and lease specific adjustments for the effects of collateral, if applicable.

Lease terms include the effects

of options to extend or terminate the lease when it is reasonably certain at commencement of the lease that the Company will exercise

Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term reflecting single

operating lease cost.

The Company evaluates lease agreements to determine lease and non-lease components, which are accounted for separately.

Lease payments that depend on factors other than

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Comprehensive Loss

Comprehensive loss consists of net loss and

other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net loss.

Our other comprehensive

loss represents foreign currency translation adjustment attributable to Indian operations.

Refer to Unaudited Interim Condensed

Consolidated Statements of Comprehensive Loss.

Total foreign currency transaction gains and losses were immaterial for three months

ended March 31, 2025, and March 31, 2024.

Comprehensive loss consists of net loss and other

gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net loss.

Our other comprehensive loss represents

foreign currency translation adjustment attributable to Indian operations and retirement benefits due to change in actuarial assumptions.

Refer to Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss.

Total foreign currency transaction gains and losses

were immaterial for the six months and three months ended June 30, 2025, and June 30, 2024.

NOTE 3 – SEGMENT INFORMATION

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used with SSi Mantra to perform a wide range of soft-tissue, robotically assisted surgeries.

The Company is committed to accelerating

The Company is committed to accelerati ng

access to surgical robotics technologies in all parts of the world and particularly in underserved regions through a comprehensive ecosystem

of providing an affordable surgical robotic system, its related instruments and accessories backed up by clinical, field service and maintenance

support also provided by the Company.

The systems as well as instruments and accessories are primarily designed, developed and manufactured

by the Company in its manufacturing facility located in India.

During the three months ended March 31, 2025,

and 2024, the Company’s revenues from within India accounted for 82 % and 100 % respectively of total revenue, while revenue from

the Company’s markets outside India accounted for 18 % and nil , respectively, of total revenue.

The Company manages the business

activities on a consolidated basis and operates in one reportable segment.

Our determination that we operate as a single operating

segment is consistent with the financial information regularly reviewed by the chief operating decision maker for purposes of evaluating

performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods.

The Company’s Chief Executive Officer is

the Chief Operating Decision Maker (“CODM”).

The CODM utilizes the Company’s long-range plan, which includes product

development, technology refinement plans and long-range selling and financial models, as a key input to resource allocation.

makes decisions on resource allocation, assesses performance of the business, and monitors budget versus actual results using gross margins

and net income / loss from operations.

of providing an affordable surgical robotic system, its related instruments and accessories backed up by clinical, field service and

maintenance support also provided by the Company.

The systems as well as instruments and accessories are primarily designed, developed

and manufactured by the Company in its manufacturing facility located in India.

the six months ended June 30, 2025, and June 30, 2024, the Company’s revenues from within India accounted for 77 % and 94 % respectively

of total revenue while revenue from the Company’s markets outside India accounted for 23 % and 6 %, respectively, of total revenue.

During the three months ended June 30, 2025, the Company’s revenue from within India accounted for 74 % and 89 % respectively of

total revenue while revenue from the Company’s markets outside India accounted for 26 % and 11 % respectively of total revenue.

Company manages the business activities on a consolidated basis and operates in one reportable segment.

Our determination that we operate

as a single operating segment is consistent with the financial information regularly reviewed by the chief operating decision

maker for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting

for future periods.

The Company’s

Chief Executive Officer is the Chief Operating Decision Maker (“CODM”).

The CODM utilizes the Company’s long-range

plan, which includes product development, technology refinement plans and long-range selling and financial models, as a key input to

resource allocation.

The CODM makes decisions on resou rce allocation, assesses performance of the business, and monitors budget

versus actual results using gross margins and net income / loss from operations.

Significant segment expenses within income from

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primarily of property, plant and equipment.

As of March 31, 2025, and December 31, 2024, 100 % of long-lived assets were in India.

As of June 30, 2025, and December 31, 2024, 100 % of long-lived assets were in India.

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT, NET

The Company’s property, plant and equipment consisted of the

following as on:

following as of:

Computer & peripheral

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Accumulated depreciation

( 1,094,151 )

Depreciation expenses for the six months ended

June 30, 2025, and 2024 amounted to $ 469,243 and $ 170,577 respectively.

Depreciation expenses for the three months ended

March 31, 2025, and 2024 amounted to $ 208,882 and $ 80,101 respectively.

From its inventory, the Company determined to use 4 systems for demonstration

As at March 31, 2025, three systems are placed in the Company’s premises while 1 system is placed at partner’s location.

These systems are recorded as Property, plant and equipment in accordance with ASC 360.

NOTE 5 – REVERSE RECAPITALIZATION

June 30, 2025, and 2024 amounted to $ 260,361 and $ 90,476 respectively.

From its inventory, the Company determined to

use five systems for demonstration purposes.

As of June 30, 2025, four systems are placed in the Company’s premises while one system

is placed at a partner’s location.

Hence, these systems are recorded as Property, plant and equipment in accordance with ASC 360.

NOTE 5 – RECAPITALIZATION

The Transaction

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accordance with ASC 805.

The transaction was accounted for as a reverse recapitalization, with AVRA being treated as the Accounting Acquiree.

The transaction was accounted for as a recapitalization, with AVRA being treated as the Accounting Acquiree.

This determination was based on several factors:

CardioVentures’ stockholders obtained the largest portion of voting rights in the post-combination company.

The Board and management of the combined entity are primarily composed of individuals associated with CardioVentures.

CardioVentures had a larger entity size based on historical operations, assets, revenues, and workforce.

The ongoing operations, post-combination, are those of CardioVentures.

● CardioVentures’ stockholders

obtained the largest portion of voting rights in the post-combination company.

● The Board and management of

the combined entity are primarily composed of individuals associated with CardioVentures.

● CardioVentures had a larger

entity size based on historical operations, assets, revenues, and workforce.

● The ongoing operations, post-combination,

are those of CardioVentures.

Merger Consideration and Share Issuance:

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SSII post-merger, while the existing SSII shareholders retained approximately 5 % ( 6,545,531 shares) of the post-merger issued shares.

Pursuant to the Merger Agreement, the holders

of CardioVentures’ common stock also received shares 5,000 of newly designated Series A Non-Convertible Preferred Stock (the “ Series

A Preferred Shares ”).

Pursuant to the Merger Agreement, the

holders of CardioVentures’ common stock also received 5,000 shares of newly designated Series A Non-Convertible Preferred

Stock (the “ Series A Preferred Shares ”).

These shares:

Vote together with SSII common stock as a single class, except as required by law.

● Entitle holders to exercise 51 % of the total voting power of the Company.

Are not convertible into common stock, have no dividend rights, and carry a nominal liquidation preference.

Include protective provisions requiring the majority vote of Series A Preferred Shares to amend their rights.

● Are subject to automatic redemption for nominal consideration if holders own less than 50 % of the shares received in the Merger.

● Vote together with SSII common

stock as a single class, except as required by law.

● Entitle holders to exercise

51 % of the total voting power of the Company.

● Are not convertible into common

stock, have no dividend rights, and carry a nominal liquidation preference.

● Include protective provisions

requiring the majority vote of Series A Preferred Shares to amend their rights.

● Are subject to automatic redemption

for nominal consideration if holders own less than 50 % of the shares received in the Merger.

Restructuring and Capital Contributions:

with the Merger:

● The Company changed its name to “ SS Innovations International, Inc.

,” effected a one-for-ten reverse stock split, and increased its authorized common stock to 250,000,000 shares.

Sudhir Srivastava, our Chief Executive Officer, through his holding company, assigned patents, trademarks, and other intellectual property related to its surgical robotic systems to a wholly owned subsidiary of SSII.

● Two investors, including a current director provided interim financing during 2022, contributing $ 3,000,000 each.

As a result, the current director received 7 % of SSII’s post-merger issued and outstanding common stock on a fully diluted basis, with 4 % treated as stock compensation expenses for strategic value.

● The Company changed its name

to “ SS Innovations International, Inc.

,” effected a one-for-ten reverse stock split, and increased its authorized

common stock to 250,000,000 shares.

Sudhir Srivastava, our

Chief Executive Officer, through his holding company, assigned patents, trademarks, and other intellectual property related to its surgical

robotic systems to a wholly owned subsidiary of SSII.

● Two investors, including a

current director provided interim financing during 2022, contributing $ 3,000,000 each.

As a result, the current director received 7 %

of SSII’s post-merger issued and outstanding common stock on a fully diluted basis, with 4 % treated as stock compensation expenses

for strategic value.

The second investor received 2.86 % of SSII’s post-merger issued shares.

Reverse Recapitalization Impact:

of the reverse recapitalization, CardioVentures acquired the net assets of AVRA at fair value at Closing.

Recapitalization Impact:

of the recapitalization, CardioVentures acquired the net assets of AVRA at fair value at Closing.

The fair value of AVRA’s

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NOTE 6 – ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following as of:

Accounts receivable consisted of the following

Accounts receivable, net

Accounts receivable, net (non-current)

Activity in the allowance for the credit

losses for the six and three months ended June 30, 2025 and 2024 was as follows:

six months ended

Balance at beginning of period

Additions/(reversals)

Foreign currency translation adjustment

Balance at end of period

three months ended

Balance at beginning of period

Additions charged to expense

Foreign currency translation adjustment

Balance at end of period

The Company performed an analysis of the trade

receivables related to SSI India and determined, based on the deferred payment terms of the contracts, that a $ 2,818,043 (December 31,

$ 3,299,032 ) may not be due and collectible in next one year and thus company classified these receivables as non- current.

Details of customers which accounted for 10 %

or more of total revenues during the three months period ended March 31, 2025, and March 31, 2024 and 10 % or more of total accounts receivables

as at March 31, 2025, and December 31, 2024.

Percentage of revenue ended

For three months ended

receivables related to SSI India and determine d, based on the deferred payment terms of the contracts,

that a $ 4,447,389 (December 31, 2024:

$ 3,299,032 ) may not be due and collectible in next one year and thus company classified these receivables

as non-current.

of customers which accounted for 10% or more of total revenues during the six months and three months period ended June 30, 2025, and

June 30, 2024 and 10% or more of total accounts receivables as at June 30, 2025, and December 31, 2024.

Percentage of revenue

Percentage of accounts

NOTE 7 – CASH, CASH EQUIVALENTS AND RESTRICTED

For the purpose of condensed consolidated statement of cash flows,

cash, cash equivalents and restricted cash (Current) & (Non-Current) consisted of the following as of:

For six months ended

For three months ended

receivables As at

7 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH

purpose of condensed consolidated statement of cash flows, cash, cash equivalents and restric ted cash (Current) & (Non-Current)

consisted of the following as of:

Cash and cash equivalents

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Lien Against Bank Guarantee

Lien Against Credit Card Facility

Restricted cash (Current)

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NOTE 8 – PREPAID, CURRENT AND NON- CURRENT

Prepaid, Current and Non-Current Assets consisted of the following

Receivables from statutory authorities

Prepaid, Current and Non-Current Assets consisted

of the following as of:

Balances with statutory authorities

Prepaid expense- stock compensation current

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EXPENSES AND OTHER CURRENT LIABILITIES

Accounts payable and accrued expenses consisted of the following as

Accounts payable and accrued expenses consisted

of the following as of:

Accounts payable

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Client liabilities

Income taxes payable

Salary payable

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Total accounts payable, accrued current and non current expenses

Accounts payable at $ 3,641,410 as of March 31, 2025 (December 31, 2024:

Accounts payable at $ 6,079,794 as of June 30, 2025 (December 31, 2024:

$ 2,312,382 ), reflect the amounts due to various vendors of supplies and services in the normal course of business operations.

Other accrued

liabilities of $ 1,047,691 as of March 31, 2025 (December 31, 2024:

$ 1,162,687 ), mainly include accrued expenses of $ 985,813 .

liabilities of $ 1,055,425 as of June 30, 2025 (December 31, 2024:

$ 1,162,687 ), mainly include accrued expenses of $ 990,431 (December 31,

NOTE 10 – NOTES PAYABLE

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at any time through the maturity date at a per share price of $ 1.38 .

In February 2025, the Company paid $ 4,212,637 towards repayment of

five 7 % One-Year Promissory Notes totaling to $ 4,000,000 raised from Sushruta Pvt Ltd., on various dates during the year 2024, along with

interest due thereon.

In February 2025, the Company paid $ 4,212,637

towards repayment of five 7 % One-Year Promissory Notes totaling to $ 4,000,000 raised from Sushruta Pvt Ltd., on various dates during the

year 2024, along with interest due thereon.

In February 2025, the Company paid $ 1,068,849

towards repayment of one 7 % One-Year Convertible Promissory Notes of $ 1,000,000 raised from Andrew Economos along with the interest due

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NOTE 11 – BANK OVERDRAFT FACILITY

Bank overdraft facility consisted of the following as of:

Bank overdraft facility consisted of the following

HDFC Bank Ltd overdraft (with lien against fixed deposits) (OD1)

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Bank overdraft

The HDFC Bank overdraft facility (OD1), amounting to $ 4,341,725 , is

availed against a lien on fixed deposits totaling $ 5,412,015 provided by the Company and the HDFC Bank LTD Overdraft (OD2) facility is

secured by a charge over all current assets, plant, and machinery of the Company, as well as a lien on fixed deposits of $ 351,050 in favor

of HDFC Bank.

The HDFC Bank overdraft facility (OD1), amounting

to $ 3,499,566 , is availed against a lien on fixed deposits totaling $ 5,394,925 provided by the Company and the HDFC Bank LTD Overdraft

(OD2) facility is secured by a charge over all current assets, plant, and machinery of the Company, as well as a lien on fixed deposits

of $ 349,941 in favor of HDFC Bank.

Additionally, both overdraft facilities are secured by personal guarantees provided by Dr.

Sudhir Prem Srivastava.

March 31, 2025, and December 31, 2024, the Company was in compliance with all financial and non-financial covenants under the bank overdraft

facility agreements.

As of June 30, 2025, and December 31, 2024, the Company was in compliance with all financial and non-financial covenants under

the bank overdraft facility agreements.

HDFC Bank has sanctioned overdraft facilities

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over the period to which it relates.

During the three months ended March 31, 2025, the Company sold eight surgical robotic systems.

revenues attributable to warranty for the agreed warranty period in respect of each of the sales contracts are deferred for recognition

over the period to which it relates.

In case of systems sold on deferred payment basis,

the present value of the invoiced system sales realizable over the deferred payment period is recognized as systems sales.

The difference

between the invoiced amount and its present value is adjusted (reduced) in the accounts receivable balance.

This difference is recorded

as interest income in other income, with a corresponding impact on accounts receivable over the collection period of contract.

recorded $ 79,236 and $ 71,181 as interest income on account of deferred financing component during the three months ended March 31, 2025

and 2024 respectively.

During the six and three months ended June 30, 2025, Company had sold twenty four and sixteen surgical

robotic systems respectively.

The revenues attributable to warranty for the agreed warranty period in respect of each of the sales contract

is deferred for recognition over the period to which it relates.

In case of systems sold on a deferred payment

basis, the present value of the invoiced system sales, realizable over the deferred payment period, is recognized as system sales.

difference between the invoiced amount and its present value is adjusted (reduced) in the accounts receivable balance.

This difference

is recorded as interest income under other income, with a corresponding impact on accounts receivable over the collection period of contract.

The Company recorded $ 150,338 and $ 159,376 as interest income on account of deferred financing component during the six months period

ended June 30, 2025 and June 30, 2024 respectively.

Deferred revenue- beginning of period

Net changes in liability for pre-existing contracts

Revenue recognized for warranty sales

Revenue recognized for system sales

Revenue recognized for instrument sales

Revenue recognized for warranty sales

Deferred revenue- end of period

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More than one year

The following table disaggregates our revenue by major source for three

months period ended:

For the six months ended June 30, 2025 and 2024:

The following table disaggregates our revenue by major source as of:

Instruments sale

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Total revenue

Revenues by geographic region (determined based upon customer domicile),

were as follows for the three months ended:

for six months ended June 30, 2025 and 2024 by geographic region (determined based upon customer domicile), were as follows:

South America

the three months ended June 30, 2025 and 20 24:

The following table disaggregates our revenue

by major source as of:

Instruments sale

Warranty sale

Total revenue

Revenues for three months ended June 30, 2025

and 2024 by geographic region (determin ed based upon customer domicile), were as follows:

South America

NOTE 13 – STOCKHOLDERS’ EQUITY

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shares of common stock have no pre-emptive, subscription, redemption or conversion rights.

As of March 31, 2025, there were 193,556,177 (December

As of June 30, 2025, there were 193,588,410 (December 31, 2024:

171,579,284 )

issued and outstanding common shares.

Holders of common stock are entitled to one vote for each share of common

Holders of common stock are entitled to one vote for each share of common stock.

Preference shares

2 unchanged sentences

The Company has one class of preferred stock outstanding “ Series A- Preferred

As of March 31, 2025, there were 1,000 (December

As of June 30, 2025, there were 1,000 (December

1,000 ) issued and outstanding preferred stock.

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subject to such employees remaining employed by the Company or its subsidiaries.

On December 2, 2024, the Company issued 9,034 shares of common stock

to an advisory firm in terms of the engagement document signed with them to provide production and graphics services to the Company.

On December 2, 2024, the Company issued 9,034

shares of common stock to an advisory firm in terms of the engagement document signed with them to provide production and graphics services

to the Company.

On February 12, 2025, the Company issued 48,030

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of $ 1.38 per share.

On April 2, 2025, the Company issued 3,163 shares

of common stock to an advisory firm in terms of the engagement document signed with them to provide production and graphics services

to the Company.

On April 30, 2025, the Company issued 1,639 shares

of common stock to an advisor in exchange for rendering the services in accordance with the agreement entered with the advisor.

On May 22, 2025, the Company issued 20,000 shares

of common stock to an advisor in exchange for advisory services to be rendered over a 5 year period.

The total value of such services is

The value of services is calculated at the fair market value of shares as of the date of contract.

On May 28, 2025, the Company issued 7,431 common

shares on cash-less conversion of the stock options held as per the terms of the Stock Option Agreement for the options executed by them

with the Company.

Holders of common stock are entitled to one vote

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The following is a summary of operating lease

assets and liabilities:

assets and liabilities as of:

Operating leases

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Total lease liabilities

Operating leases As of

Operating leases June 30,

2025 December 31,

Weighted average remaining lease terms (years)

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Ilabs Info Technology Ground Floor 6.92 7.42

Ilabs Info Technology Basement-3 4.69 -

Village Chhatarpur-1849-1852-Farm 0.08 0.58

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Ilabs Info Technology Ground Floor 12.00 % 12.00 %

Ilabs Info Technology Basement-3 12.00 % -

Village Chhatarpur-1849-1852-Farm 10.00 % 10.00 %

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Operating cash outflows for operating leases

Maturities of lease liabilities as of March 31, 2025 were as follows:

Maturities of lease liabilities as of June 30, 2025 were as follows:

Operating Leases Amount (in $)

2030 and thereafter

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Present value of lease liabilities

NOTE 16 – INCOME TAX

The Company has not recorded income tax benefits

for the net operating losses incurred during the period ended March 31, 2025, and 2024 nor for other deferred tax assets generated, due

to its uncertainty of realizing a benefit from those items .

The components of loss before income taxes consist

of the following:

( 3,618,366 )

16 – INCOME TAX

recorded an income tax expense of $ 353,729 for the three and six months ended June 30, 2025, compared to nil for the corresponding periods

The consolidated effective tax rate for the six months ended June 30, 2025, was ( 6.33 %), compared to nil in the prior-year period.

The Company will continue to

reassess its valuation allowance position quarterly and update the effective tax rate accordingly based on expected changes in the mix

and level of earnings.

The components

of income / (loss) before income taxes consist of the following:

( 6,898,208 )

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( 13,982,323 )

The Company has federal and state net operating

losses as of March 31, 2025, and 2024.

The Company has not recorded any amounts for unrecognized

tax benefits as of March 31, 2025, and March 31, 2024.

The Company’s practice is to recognize interest and penalties related to

income tax matters in income tax expense.

The Company had no accrual of interest and penalties on the Company’s balance sheets and

has not recognized interest and penalties in the condensed consolidated statement of operations and comprehensive loss for the period

ended March 31, 2025, and March 31, 2024.

The Company is subject to taxation in the United

States and India.

The Company’s tax returns filed has no pending examinations in India and US.

The effective income tax rate differs from the

amount computed by applying the income tax rate of India to Income/(Loss) before income taxes approximately as follows:

expense/(benefit) consists of the following:

June 30, 2025

June 30, 2024

Current Provision:

Deferred Provision/(Benefit):

Income tax expense

income taxes recognized in OCI were as follows:

For the six months ended June 30, 2025

For the six months ended June 30, 2024

Deferred taxes benefit / (expense) recognized on:

Retirement benefits

has federal and state net operating losses as of June 30, 2025, and December 31, 2024.

The Company’s

operations continue to generate losses, and a full valuation allowance has been maintained against its U.S.

federal and state deferred

As a result, no tax benefit has been recognized for U.S.

losses in the current period.

has recorded tax benefit which primarily relates to its Indian Subsidiary’s operations, which generated positive taxable income.

The Indian Subsidiary is subject to local corporate tax and MAT (Minimum Alternate Tax) regulations, resulting in current tax expense

of $ 719,370 and deferred tax benefit of $ 365,641 .

The Company’s

practice is to recognize interest and penalties related to income tax matters in income tax expense.

The Company had no accrual of interest

and penalties on the Company’s balance sheets and has not recognized interest and penalties in the condensed consolidated statement

of operations and comprehensive loss for the period ended June 30, 2025, and June 30, 2024.

is subject to taxation in the United States and India.

The Company’s tax returns as filed have no pending examinations except

for the Indian subsidiary which is under review with the Indian Income Tax Department for Assessment Year 2024-25.

The effective

income tax rate differs from the amount computed by applying the income tax rate of India to Income/(Loss) before income taxes approximately

Accounting loss before income tax

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Non-deductible expenses

Excess tax expense/(benefit) on depreciation

Excess tax expense/(benefit) on security deposit

Excess tax benefit on depreciation

Excess tax benefit on security deposit

Impact of unrecognized deferred tax asset on the loss of the year

Income tax expense/(benefit)

The Company recorded nil income tax expense for

the period ended March 31, 2025 and March 31, 2024, due to losses in current period and prior year and it does not expect to recover the

tax benefit on the losses incurred during the period ended March 31, 2025, and March 31, 2024.

The components of the deferred tax balances were

Income tax expense

recorded an income tax expense of $353,729 for the three and six months ended June 30, 2025, compared to nil for the corresponding periods

The components

of the deferred tax balances were as follows:

Deferred tax assets:

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Net deferred tax assets/liability

Deferred tax assets and liabilities are recognized for future tax consequences

attributable to temporary differences between the financial statement carrying values of assets and liabilities and their respective tax

bases and operating loss carry forwards.

The Company performed an analysis of the realizability of deferred tax assets as of March 31,

2025, and December 31, 2024, and recorded a valuation allowance of $ 10,345,618 and $ 9,150,495 , respectively.

NOTE 17 – EMPLOYEE BENEFIT PLAN

The Company’s Gratuity Plan in India provides

for a lump sum payment to employees on retirement or upon termination of employment in an amount based on the respective employee’s

salary and years of employment with the Company.

Liabilities under this plan are determined by actuarial valuation using the projected

unit credit method.

tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement

carrying values of assets and liabilities and their respective tax bases and operating loss carry forwards.

The Company performed an

analysis of the realizability of deferred tax assets as of June 30, 2025, and December 31, 2024, and recorded a valuation allowance of

$ 10,414,969 and $ 9,150,495 , respectively.

17 – EMPLOYEE BENEFIT PLAN

The Company’s

Gratuity Plan in India provides for a lump sum payment to employees on retirement or upon termination of employment in an amount based

on the respective employee’s salary and years of employment with the Company.

Liabilities under this plan are determined by actuarial

valuation using the projected unit credit method.

Current service costs for these plans are accrued in the year to which they relate.

Actuarial gains or losses or prior

service costs, if any, resulting from amendments to the plans, are recognized and amortized over the remaining period of service of the

Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans, are recognized and amortized over the

remaining per iod of service of the employees.

The Gratuity Plan is unfunded, and the company

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The benefit obligation has been measured as of

March 31, 2025, and December 31, 2024.

June 30, 2025, and December 31, 2024.

The following table sets forth the activity and the amounts recognized in the Company’s consolidated

1 unchanged sentence

Change in projected benefit obligation

Projected benefit obligation as on beginning

Projected benefit obligation at beginning

Interest cost

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Accumulated benefit obligation at end

During the period ended March 31, 2025, and December 31, 2024,

actuarial loss was driven by changes in actuarial assumptions, offset by experience adjustments on present value of benefit obligations.

Components of net periodic benefit costs recognized

in condensed consolidated statements of operations and comprehensive loss and actuarial loss reclassified from AOCI, were as follows:

During the period ended June

30, 2025, and December 31, 2024, actuarial loss was driven by changes in actuarial assumptions, offset by experience adjustments on present

value of benefit obligations.

Components of net periodic benefit costs recognized in condensed consolidated

statements of operations and comprehensive loss and actuarial loss reclassified from accumulated other comprehensive income (“AOCI”),

were as follows:

Interest cost

Expected return on plan assets

Amortization of actuarial loss, gross of tax

Net gratuity cost

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securities or yields on government securities adjusted for a suitable risk premium, if available.

Expected benefit payments as of March 31, 2025

Expected benefit payments as of June 30, 2025

June 30, 2025

NOTE 18 – FAIR VALUE MEASUREMENT –

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The levels of the fair value hierarchy

observable inputs such as quoted prices in active markets.

inputs other than quoted prices in active markets that are either directly or indirectly observable;

unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions.

observable inputs

such as quoted prices in active markets.

inputs other than

quoted prices in active markets that are either directly or indirectly observable;

unobservable inputs

for which little or no market data exists, therefore requiring the Company to develop its own assumptions.

The company’s financial assets which are

set out below in the table is measured at fair value by considering the level III inputs.

set out below in the table are measured at fair value by considering the level III inputs.

The company does not have financial assets which

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(3) The Company has long term lease

liabilities in relation to office properties which is carried at cost using the discount rate (Refer Note 15 Leases).

The Company has assessed that the financial instruments that are not

carried at fair value consist primarily of cash and cash equivalents, restricted cash, accounts receivable, prepaid and other current

assets, note payable, Bank overdraft facility and account payable for which fair values approximate their carrying amounts due to the

short-term maturities of these instruments.

liabilities in relation to office properties which are carried at cost using the discount rate (Refer Note 15 Leases).

The Company has assessed that the financial

instruments that are not carried at fair value consist primarily of cash and cash equivalents, restricted cash, accounts receivable, prepaid

and other current assets, note payable, Bank overdraft facility and account payable for which fair values approximate their carrying amounts

due to the short-term maturities of these instruments.

NOTE 19 – STOCK COMPENSATION EXPENSES

Stock options to Employees:

grants shares of the Company’s common stock, par value $ 0.0001 to certain employees under the Company’s 2016 stock incentive

The price at which the Grantee shall be entitled to purchase the Shares upon the exercise of the Option (the “Option Price”)

shall be US $ 5.00 per Share.

The Shares shall vest as to twenty percent ( 20 %) of the shares covered thereunder as of the Grant Date,

with the balance of the shares covered thereunder vesting in four equal annual installments on the first, second, third and fourth anniversaries

of the Grant Date provided that the Grantee remains in the Continuous Employment of the Company or any of its subsidiaries or affiliates,

as defined and provided for in the Plan.

The Options, to the extent vested and not exercised, shall expire five ( 5 ) years from the Grant

The Company grants shares of the Company’s common stock, par value

$ 0.0001 to certain employees under the Company’s 2016 stock incentive plan (the “Plan”).

The price at which the Grantee

is entitled to purchase the Shares upon the exercise of the Option (the “Option Price”) is $ 5.00 per Share.

The Shares vest

twenty percent ( 20 %) as of the Grant Date, with the balance of the shares vesting in four equal annual installments on the first, second,

third and fourth anniversaries of the Grant Date provided that the Grantee remains in the Continuous Employment of the Company or any

of its subsidiaries or affiliates, as defined and provided for in the Plan.

The Options, to the extent vested and not exercised, shall

expire five ( 5 ) years from the Grant Date.

Restricted Stock Award to Employees :

Company grants restricted shares of the Company’s common stock, $ 0.0001 per value to certain employees under the company’s

2016 stock incentive plan.

The grant of restricted share is made in consideration of services to be rendered by the Grantee to the Company.

The Restricted Stock Award shall vest as to twenty percent ( 20 %) of the Restricted Shares covered thereunder as of the Grant Date, with

the balance of the Restricted Shares covered thereunder vesting in four equal annual installments on the first, second, third and fourth

Company grants restricted shares of the Company’s common stock,

$ 0.0001 per value to certain employees under the company’s 2016 stock incentive plan.

The grant of restricted shares is made in

consideration of services to be rendered by the Grantee to the Company.

The Restricted Stock Awards vest twenty percent ( 20 %) as of the

Grant Date, with the balance of the Restricted Shares vesting in four equal annual installments on the first, second, third and fourth

anniversaries of the Grant Date, subject to the Grantee’s continued employment by the Company, as provided for in the Plan.

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Stock options:

Stock options activity for the period ended March

Stock options activity for the period ended June

30, 2025, was as follows:

1 unchanged sentence

Unvested balance as of December 31, 2024

Unvested balance as of March 31, 2025

Unvested balance as of June 30, 2025

Weighted average grant date fair value per share

Exercisable balance as of March 31, 2025

During the three months ended March 31, 2025,

no stock options are vested.

Further there were no stock options issued during the end of the March 31, 2025.

Exercisable balance as of June 30, 2025

During the six months ended June 30, 2025, no

stock options vested.

Further there were no stock options issued during the period ending June 30, 2025.

Restricted Stock Awards (RSA)

Restricted Stock Awards activity for the period

ended March 31, 2025, was as follows:

ended June 30, 2025, was as follows:

Unvested balance as of December 31, 2024

Unvested balance as of March 31, 2025

During the three months ended March 31, 2025,

no RSAs are vested.

Further there were no RSAs issued during the end of the March 31, 2025.

Unvested balance as of June 30, 2025

During the period ended June 30, 2025, no RSAs

Further there were no RSAs issued during the period ended June 30, 2025.

Advisory shares:

1 unchanged sentence

shares during the period as follows:

Fair value on

shares in the

Shares granted

Shares vested

shares at the

There were no advisory shares issued during the period ended March

Fair value on grant date

Unvested shares in the beginning

Shares granted during the period

Shares vested during the period

Unvested shares at the end of the period

During the six months period ended June 30, 2025,

21,639 advisory shares were exercised and issued to advisors having total common stock value of $ 211,795 .

The aggregate vesting date fair value of Advisory

shares vested was $ 481,270 and $ 418,694 during the period ended June 30, 2025 and year ended December 31, 2024 respectively.

Stock compensation expenses

During the three months ended, the Company has recorded share compensation

expense of $ 2,379,212 and $ 7,108,750 respectively in relation to stock options, RSAs and Advisory shares as follows:

During the period ended June 30, 2025 and June

30, 2024, the Company has recorded share compensation expense of $ 4,009,507 and $ 9,552,542 respectively in relation to stock options,

RSU and Advisory shares as follows:

Stock options

Restricted stock awards (RSAs)

Restricted stock units (RSU)

Advisory shares

6 unchanged sentences

acquire stock as well as the weighted-average assumptions used in calculating the fair values of stock options and the rights to acquire

stock that were granted till March 31, 2025 were as follows:

March 31, 2025

stock that were granted during the period ending June 30, 2025 were as follows:

June 30, 2025

Grant date Stock

7 unchanged sentences

As share-based compensation expense recognized

in the Consolidated Statements of operations and comprehensive loss during the period ended March 31, 2025, and 2024, is based on awards

ultimately expected to vest, it has been reduced for estimated forfeitures, if any.

As of March 31, 2025, there was $ 7,940,386 , $ 15,083,786

of total unrecognized compensation expense related to unvested stock options and restricted stock units to acquire common stock under

the 2016 Inventive Stock plan respectively.

The unrecognized compensation expense is expected to be recognized over a weighted-average

period of 2.66 years for unvested stock options and restricted stock units for rights granted to acquire common stock under 2016 Incentive

NOTE 20 – RELATED PARTY

in the Condensed Consolidated Statements of operations and comprehensive loss during the period ended June 30 2025, and

2024, is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures, if any.

30, 2025, there was $ 7,220,521 , $ 10,411,160 of total unrecognized compensation expense related to unvested stock options and restricted

stock units to acquire common stock under the 2016 Inventive Stock plan respectively.

The unrecognized compensation expense is expected

to be recognized over a weighted-average period of 2.41 years for unvested stock options and restricted stock units for rights granted

to acquire common stock under 2016 Incentive Stock Plan.

20 – RELATED PARTY

The details of transactions with the related parties

for three months ended March 31, 2025, March 31, 2024 and balances outstanding as on March 31, 2025 and December 31, 2024 are as follows:

period ended For the

March 31, March 31,

Particulars 2025 2024

for the six months ended June 30, 2025 and June 30, 2024 and balances outstanding as on June 30, 2025 and December 31, 2024 are as follows:

Transactions during the year:

4 unchanged sentences

Telegnosis Private Limited

Sudhir Prem Srivastava 18,000 -

Expense incurred on behalf of affiliates

Sudhir Srivastava

Expenses incurred on behalf of Company

Sudhir Prem Srivastava

ESOPs expenses

Anup Sethi 323,153 327,191

Cohen 142,004 143,778

Frederic H Moll

Somashekhar 53,098 52,298

ESOPs Expenses/(Reversal)

Sudhir Prem Srivastava

2 unchanged sentences

Consultancy charges and other perquisites

Anup Sethi 51,156 43,969

Cohen 45,000 45,000

Sudhir Prem Srivastava 220,342 220,401

Vishwajyoti P.

Srivastava, M.D

Sudhir Prem Srivastava

Arvind Palaniappan*

Proceeds from notes issued

9 unchanged sentences

Vishwajyoti P.

Prepaids and other current assets:

Srivastava, M.D

Prepaid & Other current assets:

Cardio Bahamas^

Srivastava Robotic Surgery Pvt Ltd

SS INTERNATIONAL CENTRE FOR ROBOTICS SURGERY PVT LTD

Cardio Bahamas^

SSI PTE Singapore^

3 unchanged sentences

Telegnosis Private Limited

Accounts Payable:

Arvind Palaniappan

Notes Payable

2 unchanged sentences

For these balances, Dr.

Sudhir Prem Srivastava is considered

as the ultimate beneficial owner, and the settlement is expected to be made on net basis.

Accordingly, these balances have been disclosed

under prepaids and other current assets.

Sudhir Prem Srivastava is considered as the ultimate beneficial

owner, and the settlement is expected to be made on net basis.

Accordingly, these balances have been disclosed under prepaids and other

current assets.

* During the current period, Mr.

Anup Sethi resigned from the position

of Group Chief Financial Officer with effect from April 30, 2025.

In his place, Mr.

Arvind Palaniappan was appointed as the Interim Chief

Financial Officer.

Subsequent to the period ended June 30, 2025, Mr.

Arvind Palaniappan resigned as Interim Chief Financial Officer effective

July 23, 2025.

NOTE 21 – COMMITMENTS

The Company, through its SSI-India subsidiary, occupies office, manufacturing,

and assembly space in Gurugram, Haryana (India) under a lease agreement entered into in March 2021, with monthly payments of $ 24,714 plus

applicable taxes.

The Company, through its SSI-India subsidiary,

occupies office, manufacturing, and assembly space in Gurugram, Haryana (India) under a lease agreement entered into in March 2021, with

monthly payments of $ 24,675 plus applicable taxes.

This lease expires in March 2030.

Effective June 01, 2023, the Company’s SSI-India subsidiary signed another lease

agreement to occupy additional space in Gurugram, to further expand its manufacturing and assembly capacity.

This lease provides for a

monthly payment of $ 15,735 plus taxes and expires on May 31, 2032 , subject to further renewal on mutually acceptable terms.

Further effective

from August 1, 2024 SSI-India subsidiary signed another lease agreement to occupy additional space in Gurugram, to further expand its

Effective June 1, 2023, SSI-India subsidiary signed

another lease agreement for occupying an additional space in Gurugram, to further expand its manufacturing and assembly capacity.

lease provides for a monthly payment of $ 16,320 plus taxes and expires on May 31, 2032 , subject to further renewal on mutually acceptable

Further effective from August 1, 2024 SSI-India subsidiary signed another lease agreement for occupying an additional space in

Gurugram, to further expand its operations.

This lease provides for a monthly payment of $ 8,795 plus taxes and expires on July 31, 2030 .

In August 2023, SSI-India leased

a house pursuant to the terms of an employment agreement with Dr.

Sudhir Srivastava to provide residential accommodation for Dr Sudhir

In August 2023, SSI India had leased a house pursuant to the terms of employment agreement to provide residential accommodation to Dr

Sudhir Srivastava.

This lease provides for a monthly payment of $ 17,512 plus taxes.

In May 2025, the Company signed another lease agreement

for occupying an additional space for warehouse purposes in Gurugram which provides for monthly payment of $ 3,502 plus taxes and expires

in March 2030.

NOTE 22 – SUBSEQUENT EVENTS

In April 2025, the Company issued 3,163 shares of common stock to an

advisory firm in terms of the engagement document signed with them to provide production and graphics services to the Company.

No adjusting subsequent event(s) has been identified.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements