What changed in this filing

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Item 1. Financial Statements

2025-10-28 compared with 2025-08-06 · 605 added, 510 removed, 1109 unchanged (50% of the section changed)

Financial Statements

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED

BALANCE SHEETS

September 30,

Current Assets:

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Total Liabilities

and contingencies

Commitments 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 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

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

Common stock, 250,000,000 shares authorized, $ 0.0001 par

value, 193,592,410 shares and 171,579,284 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Accumulated other comprehensive income (loss)

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Accumulated deficit

( 49,600,593 )

( 43,662,547 )

Total stockholders’ equity

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For the three months ended

September 30,

Instruments sale

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TOTAL OPERATING EXPENSES

Income /(Loss) from operations

Loss from operations

( 1,835,271 )

( 3,204,768 )

OTHER INCOME (EXPENSE):

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TOTAL INCOME / (EXPENSE), NET

INCOME / (LOSS) BEFORE INCOME TAXES

LOSS BEFORE INCOME TAXES

( 1,870,905 )

( 3,245,483 )

Income tax expense

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Income tax effect relating to retirement benefit

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

TOTAL OTHER COMPREHENSIVE LOSS

TOTAL COMPREHENSIVE LOSS

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AND COMPREHENSIVE LOSS

For The Six months ended

For the nine months ended

September 30,

Instruments sale

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Income tax effect relating to retirement benefit

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

TOTAL OTHER COMPREHENSIVE LOSS

TOTAL COMPREHENSIVE LOSS

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SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCK

HOLDERS EQUITY

FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE

30, 2025 AND JUNE 30, 2024

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024

Preferred Stock

Common Stock to be Issued

Accumulated other

comprehensive

Stockholders’

Total Stockholders’

income (loss)

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$ ( 822,813 )

Stock compensation

Common stock issued against exercise of options

Stock issued for services

( 3,717,964 )

( 4,199,976 )

Balance as at September 30, 2025

$ ( 53,318,557 )

$ ( 1,304,825 )

Balance as at December 31, 2023

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$ ( 279,138 )

Stock compensation

Stock issued for services

( 3,245,483 )

( 3,306,516 )

Balance as at September 30, 2024

( 41,739,156 )

See accompanying notes to Condensed Consolidated

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six months ended

For the nine months ended

September 30,

Cash flows from operating activities:

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( 11,514,766 )

( 5,254,740 )

Deferred revenue

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( 1,944,527 )

( 2,239,139 )

Net cash used in investing activities

( 1,944,527 )

( 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

Proceeds from issuance of promissory notes to principal stockholder

Proceeds from issuance of convertible notes to principal stockholder

Proceeds from issuance of convertible notes to other investors

Repayment of convertible notes to principal shareholder, including interest

Repayment of convertible notes to principal stockholder, including interest

( 4,212,637 )

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Transfer of systems from inventory to property, plant and equipment

Transfer of systems from property, plant and equipment to inventory

See accompanying notes to Condensed Consolidated

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a one for ten reverse stock split.

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.

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

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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.

In April 2025, the Company successfully completed

its uplisting to the Nasdaq Stock Market LLC (“NASDAQ”) , with its common stock listed for trading on NASDAQ under the

ticker symbol “SSII” effective April 25, 2025.

Basis of Presentation

Unaudited Interim Condensed Consolidated Financial

The interim condensed consolidated balance sheet

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,

The interim condensed consolidated balance sheet as of September 30,

2025, and the interim condensed consolidated statement of operations, comprehensive loss and stockholders’ equity for the three

and nine months ended September 30, 2025 and September 30, 2024 and flows for the nine months ended September 30, 2025 and September 30,

2024 are unaudited.

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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

necessary for the fair presentation of our financial position as of September 30, 2025 and our results of operations for the three and

nine months and cash flows for the nine months ended September 30, 2025 and September 30, 2024.

The financial data and other financial

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

The interim condensed consolidated results of operations for the three and nine months ended September 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.

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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.

statements included in the Annual Report on Form 10-K for the year ended December 31, 2024 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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Going Concern

The accompanying condensed consolidated financial statements have been

prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as of the date

these financial statements are issued.

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

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

The accompanying condensed consolidated financial

statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12

months as of the date these financial statements are issued.

The Company had a working capital surplus of $ 27,237,289 and an accumulated

deficit of $ 53,318,557 as of September 30, 2025.

The Company also had net losses of $ 3,717,964 and $ 9,656,008 for three and nine

months ended September 30, 2025 respectively, which losses primarily resulted from non-cash items such as stock compensation expense of

$ 2,095,163 and $ 6,104,670 for the three and nine months ended September 30, 2025, respectively, and, depreciation of $ 297,173 and $ 766,416

for the three and nine months ended September 30, 2025, respectively.

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.

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

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into 16,046,814 common shares of the Company.

In March 2025, the Company converted Convertible Notes worth $ 8,000,000 ,

along with the interest accrued thereon, issued to Sushruta Pvt Ltd into 5,811,554 common shares of the Company.

In March 2025, the Company converted Convertible

Notes worth $ 8,000,000 , along with the interest accrued thereon, issued to Sushruta Pvt Ltd into 5,811,554 common shares of the Company.

However, the Company’s existing cash resources

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cash and restricted cash equivalents.

d) Accounts Receivable and

Allowance for Expected Credit Losses

d) Account Receivables and Allowance for Expected Credit Losses

The Company’s account receivables are due

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those in effect on the transaction dates.

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.

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

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

Stockholders’ equity is 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.

$ 67,534 and amount of $ 2,838 included in selling, general and administrative expenses for the nine months ended September 30, 2025 and

September 30, 2024, respectively.

The functional currency of each entity in the

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The relevant translation rates are as follows:

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

for the nine months ended September 30, 2025 closing rate at 88.87 US$:

INR, average rate at 87.23 US$:INR.

The relevant translation rates are as follows:

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

for the nine months ended September 30, 2024 closing rate at 83.76 US$:

INR, average rate at 83.47 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

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 Expenses

Selling 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;

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

I — Quoted prices for identical instruments in active markets.

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

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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Product type and payment terms vary by client.

System Sales:

The Company recognizes revenue when the “transfer

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and conditions include:

Finalization of Product and

of Product and Price:

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.

Deferred Payment Model:

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:

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.

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.

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.

Present value of deferred payment is calculated using the prevailing

interest rate.

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.

The exact terms are mutually agreed upon with the customer.

Delivery, Installation, and

Installation, and Training:

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

Transfer of Risk and Rewards:

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

of Risk and Rewards:

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

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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

Warranty and Annual

Maintenance Contract Sales:

By application of ASC 606, a portion of the equipment

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impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable.

Property Plant & Equipment depreciated using

Property Plant and Equipment depreciated using

the straight-line method at rates determined as per estimated useful life of the assets.

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These do not require the employee to exercise any options.

Each stock unit automatically converts into a specified number of shares

upon vesting.

The Company uses last three month’s average share price of common stock on OTC exchange as grant date fair value for

unit automatically converts into a specified number of shares upon vesting.

The Company uses last three month’s average share price

of common stock on OTC (prior to April 24, 2025) or on NASDAQ (subsequent to April 24, 2025) as grant date fair value for RSUs.

The Company recognizes stock-based compensation

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q) Income Taxes

We record income taxes under the asset and liability

method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences

between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to

operating loss and tax credit carry forwards.

The carrying amounts of deferred tax assets are reduced by a valuation allowance if, based

on available evidence, it is more likely than not that such assets will not be realized.

Accordingly, the need to establish valuation

allowances for deferred tax assets is assessed periodically based on the more-likely-than-not realization threshold.

This assessment considers,

among other matters, the nature, frequency, and severity of current and cumulative losses, the duration of statutory carry forward periods,

and tax planning alternatives.

We use a two-step approach in recognizing and measuring uncertain tax positions.

The first step is to evaluate

the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the

position will be sustained on audit, including resolution of related appeals and litigation processes, if any.

The second step is to measure

the largest amount of tax benefit as the largest amount that is more likely than not to be realized upon settlement.

Changes in recognition

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

record income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future

tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities

and their respective tax bases, and attributable to operating loss and tax credit carry forwards.

The carrying amounts of deferred tax

assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be realized.

Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the more-likely-than-not

realization threshold.

This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses,

the duration of statutory carry forward periods, and tax planning alternatives.

We use a two-step approach in recognizing and measuring

uncertain tax positions.

The first step is to evaluate the tax position for recognition by determining if the weight of available evidence

indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals and litigation

processes, if any.

The second step is to measure the largest amount of tax benefit as the largest amount that is more likely than not

to be realized upon settlement.

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

The Company determines the tax provision for interim

periods using an estimate of its annual effective tax rate.

Each quarter, the Company updates its estimate of annual effective tax rate

for India Jurisdiction, and if its estimated tax rate changes, the Company makes a cumulative adjustment.

Management judgment is required in determining

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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

r) Basic and Diluted Loss per Share

The following table sets forth the computation

of basic and diluted earnings per share:

For the six months ended

For the three months ended

September 30,

( 3,717,964 )

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stockholders:

Basic and Diluted

For the Three Months ended

Basic and Diluted (a)/(b)

For the nine months ended

September 30,

( 9,656,008 )

( 17,227,806 )

Basic weighted average common shares outstanding (b)

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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.

Basic and Diluted

(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.

Refer Note 10 – Notes Payable to the condensed consolidated financial statements for further details.

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

s) Research and Development

s) Research and Development Costs

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

t) Fair Value of Financial Instruments

Our financial instruments consist principally

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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 and retirement benefits due to change in actuarial assumptions.

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 accelerati ng

The Company is committed to accelerating

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.

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.

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 September 30, 2025,

and 2024, the Company’s revenue from within India accounted for 94 % and 86 % of total revenue, respectively, while revenue from the

Company’s markets outside India accounted for 6 % and 14 % of total revenue, respectively.

During the nine months ended September

30, 2025, and 2024, the Company’s revenues from within India accounted for 85 % and 91 % of total revenue, respectively, while revenue

from the Company’s markets outside India accounted for 15 % and 9 % of total revenue, respectively.

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.

Significant segment expenses within income from

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primarily of property, plant and equipment.

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

As of September 30, 2025 and December 31, 2024, 95 % of long-lived assets were in India and

5 % were outside India.

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT, NET

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following as of:

September 30,

Computer & peripheral

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( 1,317,974 )

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

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

September 30, 2025 and 2024 amounted to $297,173 and $ 119,502 , respectively.

Depreciation expenses for the nine months ended

September 30, 2025 and 2024 amounted to $ 766,416 and $ 290,079 , 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.

use six systems for demonstration purposes.

As of September 30, 2025, five systems are situated in the Company’s premises while

one system is situated at a partner’s location.

Hence, these systems are recorded as property, plant and equipment in accordance

with ASC 360.

NOTE 5 – RECAPITALIZATION

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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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financing, were issued 135,808,884 shares of SSII common stock, representing approximately 95 % of the issued and outstanding shares of

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 5,000 shares of newly designated Series A Non-Convertible Preferred

Stock (the “ Series A Preferred Shares ”).

SSII post-merger, while the existing SSII stockholders 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 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.

Recapitalization Impact:

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

The fair value of AVRA’s

net assets was assessed to be zero by management, resulting in a recognized loss of $ 5,000,000 in additional paid-in capital.

was due to the difference between the fair value of the shares issued ( 5 % of the total) and AVRA’s net assets.

As part of the

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

The fair value of AVRA’s net assets was

assessed to be zero by management, resulting in a recognized loss of $ 5,000,000 in additional paid-in capital.

This loss was due to the

difference between the fair value of the shares issued ( 5 % of the total) and AVRA’s net assets.

NOTE 6 – ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following

September 30,

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

Activity in the allowance for the credit losses

for the three and nine months ended September 30, 2025 and 2024 was as follows:

September 30,

Balance at beginning of period

Additions/(reversals)

Additions charged to expense

Foreign currency translation adjustment

Balance at end of period

three months ended

September 30,

Balance at beginning of period

Additions charged to expense

Additions/(reversals)

Foreign currency translation adjustment

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The Company performed an analysis of the trade

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.

receivables related to SSI India and determined, based on the deferred payment terms of the contracts, that a $ 6,922,700 (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 and nine months ended September 30, 2025, and September 30, 2024 and 10% or more of total accounts

receivables as at September 30, 2025, and December 31, 2024.

Percentage of revenue

for the nine months ended

Percentage of revenue

Percentage of accounts

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:

for the three months ended

Percentage of accounts receivables

September 30,

NOTE 7 – CASH, CASH EQUIVALENTS AND

RESTRICTED CASH

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:

September 30,

Cash and cash equivalents

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are subject to withdrawal restrictions, as Restricted cash.

Additionally, time deposits with a maturity of over one year have been classified

as non-current.

Additionally, time deposits with remaining maturity of over one year have

been classified as non-current.

The Company has secured a bank overdraft facility

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of the following as of:

Balances with statutory authorities

September 30,

Balances from statutory authorities

Prepaid expense-stock compensation current

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of the following as of:

September 30,

Accounts payable

1 unchanged sentence

Client liabilities

Income taxes payable

Salary payable

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Provision for Gratuity Long term

Other accrued liabilities

Other accrued liabilities- Non Current

Total accounts payable, accrued current and non current expenses

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

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

Accounts payable at $ 4,656,966 as of September

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 $ 3,240,125 as of September 30, 2025 (December 31, 2024:

$ 1,162,687 ), mainly include

accrued expenses of $ 944,965 .

(December 31, 2024:

NOTE 10 – NOTES PAYABLE

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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.

towards repayment of five 7 % One-Year Promissory Notes totaling $ 4,000,000 in principal amount raised from Sushruta Pvt Ltd., an affiliate,

on various dates during 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

towards repayment of one 7 % One-Year Convertible Promissory Note of $ 1,000,000 in principal amount issued to an investor in February 2024

along with the interest due thereon.

In February 2025, the Company converted three

7 % One Year Convertible Promissory Notes totaling to $ 450,000 along with the interest accrued thereon, into 108,048 common shares of the

Company as per the conversion rights exercised by the note holders.

7 % One Year Convertible Promissory Notes totaling $ 450,000 issued to several investors in February 2024, along with the interest accrued

thereon, into 108,048 shares of common stock the Company as per the conversion rights exercised by the note holders.

In February 2025, the Company converted Convertible

Notes worth $ 22,000,000 , along with the interest accrued thereon, issued to Sushruta Pvt Ltd.

into 16,046,814 common shares of the Company.

In March 2025, the Company converted Convertible

Notes worth $ 8,000,000 , along with the interest accrued thereon, issued to Sushruta Pvt Ltd into 5,811,554 common shares of the Company.

Notes totaling $ 22,000,000 , in principal amount, along with the interest accrued thereon, issued to Sushruta Pvt Ltd.

into 16,046,814

shares of common stock of the Company.

In March 2025, the Company converted Convertible Notes totaling $ 8,000,000

in principal amount, along with the interest accrued thereon, issued to Sushruta Pvt Ltd into 5,811,554 shares of common stock of the

NOTE 11 – BANK OVERDRAFT FACILITY

Bank overdraft facility consisted of the following

September 30,

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

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of $ 675,107 in favor of HDFC Bank.

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

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.

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

Prem Srivastava and Dr.

Vishwajyoti P Srivastava.

As of September 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

subject to operational terms and conditions, including payment on demand, comprehensive insurance coverage against all risks of primary

security, periodic inspections of the plant by the bank, and submission of monthly stock and financial records to the bank within 30 days

after each month-end.

Security for this facility includes current assets, plant and machinery, furniture and fixtures, and a personal

guarantee from Dr.

Sudhir Srivastava.

security, periodic inspections of the plant by the bank, and submission of monthly stock and financial records to the bank within 30

days after each month-end.

Security for this facility includes current assets, plant and machinery, furniture and fixtures, computers,

other moveable fixed assets and a personal guarantee of both Dr.

Sudhir Srivastava and Dr.

Vishwajyoti P Srivastava.

The cash credit facility is sanctioned at an interest

rate of 9.50 % (linked with 3-month T-Bill) per annum on the working capital overdraft limit, with interest payable monthly on the first

day of the subsequent month.

Overdraft facility against fixed deposits is sanctioned with an interest rate of 1.25 % over and above prevailing

rate of interest on fixed deposits, payable at monthly intervals on the first day of the following month.

rate of 8.90 % (linked with 1-month Repo rate + 3.4 %) per annum on the working capital overdraft limit, with interest payable monthly on

the first day of the subsequent month.

Overdraft facility against fixed deposits is sanctioned with an interest rate of 1.25 % over and

above prevailing rate of interest on fixed deposits, payable at monthly intervals on the first day of the following month.

NOTE 12 – DEFERRED REVENUE

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rendered but other conditions of revenue recognition are not met, for example, where the Company does not have an enforceable contract.

The revenues attributable to the warranty is recognized

The revenues attributable to the warranty is recognized over the period

to which it relates.

During the three and nine months ended September 30, 2025, the Company sold 28 and 55 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.

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

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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.

The Company recorded $ 290,753 and $ 249,946 as interest income on account of deferred financing component during the nine months ended

September 30, 2025 and September 30, 2024, respectively.

September 30,

Deferred revenue- beginning of period

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More than one year

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

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

For the three months ended September 30, 2025

The following table disaggregates our revenue

by major source as of:

September 30,

Instruments sale

1 unchanged sentence

Total revenue

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:

Revenues for three months ended September 30,

2025 and 2024 by geographic region (determined based upon customer domicile), were as follows:

September 30,

2025 September 30,

India 12,043,038 3,784,127

Iraq 770,593 -

Nepal 7,335 -

Indonesia 131 602,389

12,829,349 4,386,516

For the nine months ended September 30, 2025 and 2024:

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

September 30,

2025 September 30,

System sales 24,988,895 11,722,762

Instruments sale 2,339,478 660,216

Warranty sale 560,262 96,749

Lease income 61,629 53,608

Total revenue 27,950,264 12,533,335

Revenues for three months ended June 30, 2025

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

Revenues for nine months ended September 30, 2025

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

September 30,

South America

9 unchanged sentences

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

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

171,579,284 )

As of September 30, 2025, there were 193,592,410

(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 stock.

Preference shares

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

of common stock.

Preferred Stock

The Company is authorized to issue up to 5,000,000

1 unchanged sentence

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

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

1,000 ) issued and outstanding preferred stock.

As of September 30, 2025, there were 1,000 (December 31, 2024:

1,000 ) issued

and outstanding shares of Series A Preferred Stock.

Common Stock issued at the time of Merger

At Closing of the Merger on April 14, 2023, 135,808,884

shares of our common stock and 1,000 Series A Preferred Shares were issued to Cardio Ventures.

At Closing of the Merger on April 14, 2023, 135,808,884 shares of our

common stock and 1,000 shares of our Series A Preferred Stock were issued to Cardio Ventures.

This includes common stock that was issued

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

shares of common stock to Ashok Kumar Hemal against the conversion of notes amounting to $ 213,732 including interest thereon at conversion

shares of common stock to an investor upon against the conversion of note amounting to $ 213,732 including interest thereon at a conversion

price of $ 4.45 per share.

On February 13, 2025, the Company issued 30,010

and 30,008 shares of common stock to Sandra R Johnson Trustee and Dorthea B Hardin Living Trust against the conversion of notes amounting

to $ 133,546 and $ 133,534 respectively including interest thereon at conversion price of $ 4.45 per share.

and 30,008 shares of common stock to two investors, respectively, upon the conversion of notes amounting to $ 133,546 and $ 133,534 , including

interest thereon, respectively at a conversion price of $ 4.45 per share.

On February 20, 2025, the Company issued 16,046,814

shares of common stock to Sushruta against the conversion of notes amounting to $ 22,144,603 including interest thereon at conversion price

of $ 1.38 per share.

On March 1, 2025, the Company issued 7,858 common

shares to one ex-employee and 2,619 common shares to an ex-director of the Company on cash-less conversion of the options held by them

as per the terms of the Stock Option Agreement options executed by them with the Company.

shares of common stock to Sushruta Pvt Ltd upon against the conversion of notes amounting to $ 22,144,603 including interest thereon, at

a conversion price of $ 1.38 per share.

On March 1, 2025, the Company issued 7,858 common shares to one ex-employee

and 2,619 shares of common stock to an ex-director of the Company upon cashless exercise of stock options previously granted to them under

the Company’s 2016 Stock Incentive Plan.

On March 31, 2025, the Company issued 5,811,554

shares of common stock to Sushruta against the conversion of notes amounting to $ 8,019,945 including interest thereon at conversion price

of $ 1.38 per share.

shares of common stock to Sushruta Pvt Ltd, upon the conversion of notes amounting to $ 8,019,945 , including interest thereon, at a conversion

price 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.

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

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

3 unchanged sentences

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

for each share of common stock held.

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

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

of common stock to one individual upon the cashless exercise of a stock option previously granted under the Company’s 2016 Stock

Incentive Plan.

On August 28, 2025, the Company issued

4,000 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 $ 43,560 .

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

NOTE 14 – INVENTORY

Inventory consisted of the following as of:

September 30,

Raw materials (includes goods in transit $ 981,039 (December 31, 2024:

7 unchanged sentences

Operating leases

September 30,

Right of use operating lease assets

2 unchanged sentences

Total lease liabilities

Operating leases June 30,

Operating leases September 30,

2025 December 31,

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

Supplemental cash flow and other information related to leases are

Supplemental cash flow and other information

related to leases are as follows:

Nine months ended

September 30,

Cash payments for amounts included in the measurement of lease liabilities:

Operating cash outflows for operating leases

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

Operating Leases Amount (in $)

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

Leases Amount

2030 and thereafter

2 unchanged sentences

Present value of lease liabilities

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:

NOTE 16 – INCOME TAX

The Company recorded an income tax expense of

$ 1,847,059 and $ 2,200,788 for the three and nine months ended September 30, 2025, respectively.

The consolidated effective tax rate for

the nine months ended September 30, 2025, was ( 29.52 %), 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:

Nine months ended

September 30,

( 11,463,123 )

3 unchanged sentences

( 17,227,806 )

expense/(benefit) consists of the following:

June 30, 2025

June 30, 2024

Income tax expense/(benefit) consists of the following:

September 30,

Current Provision:

1 unchanged sentence

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 income taxes recognized in OCI were as

September 30,

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.

The Company has federal and state net operating

losses as of September 30, 2025 and December 31, 2024.

The Company’s U.S.

operations continue to

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

federal and state deferred tax assets.

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

Management has considered available positive and negative evidence,

including forecasted taxable income, reversal of temporary differences, and tax planning strategies.

Based on this assessment, deferred

tax assets related to the Indian operations are considered realizable, and no valuation allowance has been recorded for those jurisdictions.

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 nine month period ended September 30, 2025, and September 30, 2024.

The Company 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 as follows:

Nine months ended

September 30,

Accounting loss before income tax

( 5,584,315 )

( 13,982,323 )

Income tax expense/(benefit) at federal statutory rate at 21 %

( 1,172,706 )

( 2,936,288 )

Foreign tax rate differential

US GAAP accounting difference over Indian jurisdiction profit*

Non-deductible expenses

3 unchanged sentences

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:

* The domicile of the Parent Company is in Florida, USA, where

the applicable corporate income tax rate is 21 %.

The Group’s major tax jurisdiction is in India, where tax rates of 25.17 % have

been applied to the profit, as per local GAAP applicable in India for the expected tax expense which resulting in incremental tax expenses

of $ 1,125,045 .

The Company recorded an income tax expense of

$ 1,847,059 and $ 2,200,788 for the three and nine months ended September 30, 2025, respectively.

The components of the deferred tax balances were

September 30,

Deferred tax assets:

11 unchanged sentences

Net deferred tax assets/liability

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.

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 September 30, 2025, and December 31, 2024, and recorded a valuation allowance of $ 11,373,601 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.

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 per iod of service of the employees.

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

The Gratuity Plan is unfunded, and the Company

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The benefit obligation has been measured as of

June 30, 2025, and December 31, 2024.

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

financial statements at the end of the relevant periods:

September 30, 2025, and December 31, 2024.

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

consolidated financial statements at the end of the relevant periods:

September 30,

Change in projected benefit obligation

Projected benefit obligation at beginning

Projected benefit obligation as on beginning

Interest cost

9 unchanged sentences

Accumulated benefit obligation at end

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:

During the period ended September 30, 2025 and December

31, 2024, actuarial loss was driven by changes in actuarial assumptions, offset by experience adjustments on present value of benefit

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:

September 30,

Interest cost

Expected return on plan assets

Amortization of actuarial loss, gross of tax

Net gratuity cost

1 unchanged sentence

in AOCI, excluding tax effects, were as follows:

Net actuarial loss

September 30,

Net actuarial loss / (gain)

Amount recognized in AOCI, excluding tax effects

1 unchanged sentence

to determine benefit obligations and net gratuity cost were:

September 30,

Discount rate

Rate of increase in compensation levels

Expected long-term rate of return on plan assets per annum

The Company evaluates these assumptions annually

2 unchanged sentences

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

Expected benefit payments as of June 30, 2025

June 30, 2025

Expected benefit payments as of September 30,

September 30, 2025

NOTE 18 – FAIR VALUE MEASUREMENT –

3 unchanged sentences

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.

The company’s financial assets which are

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

are measured using Level I or Level II inputs.

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, are measured at fair value by considering the level III inputs.

The company does not have financial

assets which are measured using Level I or Level II inputs.

Carrying value and fair value of Level III Financial

1 unchanged sentence

Carrying Value

September 30,

Financial Assets

3 unchanged sentences

Lease liabilities (3)

(1) Account receivable net of allowance

for credit losses represent the long-term debtors of the company in relation to the sales made during the year.

The Company has presented

the receivable balances account after reducing the significant financing component included using the discount rate of 10 %.

(2) Other non-current assets include

security deposits and long-term fixed deposits with banks.

Company has calculated the fair value of security deposit at present value

of future receipt using discount rate of 7 % and fair value of long-term fixed deposit with banks are carried at cost which is approximate

to the fair value.

(3) The Company has long term lease

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

(1) Account receivables net of allowance for credit losses represent

the long-term debtors of the company in relation to the sales made during the year.

The Company has presented the receivable balances

account after reducing the significant financing component included using the discount rate of 10 %.

non-current assets include security deposits and long-term fixed deposits with banks.

Company has calculated the fair value of security

deposit at present value of future receipt using discount rate of 7 % and fair value of long-term fixed deposit with banks are carried

at cost which is approximate to the fair value.

Company has long term lease liabilities in relation to office properties which are carried at cost using the discount rate (Refer Note

The Company has assessed that the financial

3 unchanged sentences

NOTE 19 – STOCK COMPENSATION EXPENSES

Stock options to Employees:

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 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.

portions of the Restricted Stock Award may not be transferred at any time, except to the extent provided for in the Plan.

Until the Restricted

Stock Award granted under this Agreement vests in accordance with the terms hereof, the Grantee shall have no rights as a shareholder

(including, without limitation, voting and dividend rights) with respect to any of the Restricted Shares covered by the Restricted Stock

Stock Options issued to Employees:

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

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

Restricted Stock Units (“RSUs”):

issued to Employees :

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

under the Plan.

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

RSUS vest twenty percent ( 20 %) as of the Grant Date, with the balance of the RSU 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.

Unvested portions of the RSU Award may not be transferred at any time, except to the extent provided for in the Plan.

Until the RSU granted under the Plan vests in accordance with the terms hereof, the Grantee shall have no rights as a stockholder (including,

without limitation, voting and dividend rights) with respect to any of the shares of common stock covered by the RSU.

Stock Options issued to Doctors/Proctors/Advisors

(“Advisor’s”) :

The Company issues shares of the Company’s common stock (“Advisory Shares”) to

retain and compensate certain Advisors for performing services for the Company and in exchange for the compensation, which is issued in

a phased manner as determined by the company.

The “Services” include but are not limited to (a) providing proctoring and medical

advisory services, (b) advising the Company on the development of surgical robotics procedures and improvements in design and technology

(c) participation in case of observation and performance of live surgeries, and (d) disseminating information about the Company’s

products in various scientific meetings and surgical robotic conferences globally (e) investor’s digital marketing support.

Company issues such Advisory Shares in a phased manner commensurate with the period over which the services are to be performed, as determined

by the Company.

(“Advisors”) :

The Company issues shares of the Company’s common stock (“Advisory Shares”) to retain

and compensate certain Advisors for performing services for the Company and in exchange for the compensation, which is issued in a phased

manner as determined by the company.

The “Services” include but are not limited to (a) providing proctoring and medical advisory

services, (b) advising the Company on the development of surgical robotics procedures and improvements in design and technology (c) participation

in case of observation and performance of live surgeries, and (d) disseminating information about the Company’s products in various

scientific meetings and surgical robotic conferences globally (e) investor’s digital marketing support.

The Company issues such

Advisory Shares in a phased manner commensurate with the period over which the services are to be performed, as determined by the Company.

Stock Options

Stock options activity for the period ended June

Stock options activity for the period ended September

30, 2025, was as follows:

Weighted average grant date fair value per share

average grant

date fair value per share

Unvested balance as of December 31, 2024

Unvested balance as of June 30, 2025

Unvested balance as of September 30, 2025

Weighted average grant date fair value per share

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 June 30, 2025, was as follows:

Exercisable balance as of September 30, 2025

During the nine months ended September 30, 2025,

no stock options vested.

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

RSU activity for the period ended September 30,

2025, was as follows:

average grant

date fair value

Unvested balance as of December 31, 2024

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.

Unvested balance as of September 30, 2025

During the nine months ended September 30, 2025, no RSAs are vested.

Further, there were no RSAs issued during the nine months ended September 30, 2025.

Advisory Shares

Common stock issued to consultants as advisory

shares during the period as follows:

Fair value on grant date

Common stock issued to Advisors as advisory shares during the period

Unvested shares in the beginning

Shares granted during the period

Shares vested during the period

granted during the year

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.

During the nine months ended September 30, 2025, 25,639 advisory shares

were issued to Advisors having total common stock value of $ 255,357 .

The aggregate vesting date fair value of advisory shares vested was

$ 481,270 and $ 418,694 during the nine months ended September 30, 2025 and year ended December 31, 2024, respectively.

Stock compensation expenses

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:

During the nine months ended September 30, 2025 and September 30, 2024,

the Company has recorded share compensation expense of $ 6,104,670 and $ 12,003,897 , respectively, in relation to stock options, RSAs and

advisory shares as follows:

September 30,

Stock options

2 unchanged sentences

Total stock compensation expenses

Stock option model & assumptions

Stock option model and assumptions

The Black-Scholes-Merton option pricing model

3 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 during the period ending June 30, 2025 were as follows:

June 30, 2025

Grant date Stock

2023 Restricted

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

Nine months ended September 30, 2025

Grant date Stock Options February 13, 2024 Stock Options November 27, 2023 Restricted stock awards November 27, 2023

Fair value on grant date $ 1.39 $ 3.41 $ 7.76

5 unchanged sentences

As share-based compensation expense recognized

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

in the Condensed Consolidated Statements of Operations and Comprehensive Loss during the nine months ended September 30 2025, and September

30, 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

As of September 30, 2025, there was $ 6,493,729 ,

$ 9,363,209 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 2.16 years for unvested stock options and restricted stock units for rights granted to acquire common stock under 2016 Incentive

NOTE 20 – RELATED PARTY

The details of transactions with the related parties

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:

for the nine months ended September 30, 2025 and September 30, 2024 and balances outstanding as on September 30, 2025 and December 31,

2024, are as follows:

Expenses incurred on behalf of affiliates

3 unchanged sentences

Telegnosis Private Limited

Sudhir Srivastava

Expenses incurred on behalf of Company

Sudhir Prem Srivastava

Sudhir Prem Srivastava, M.D.

Expenses incurred on behalf of the Company

Sudhir Prem Srivastava, M.D.

Frederic H Moll

ESOPs Expenses/(Reversal)

Sudhir Prem Srivastava

2016 Stock Incentive Plans Expenses/(Reversal)

Sudhir Prem Srivastava, M.D.

Vishwajyoti P.

5 unchanged sentences

Arvind Palaniappan#

Naveen Kumar Amar#

Proceeds from notes issued

Sushruta Private Limited

Sushruta Pvt Ltd.

Interest accrued on notes

2 unchanged sentences

Sushruta Private Limited

Balances outstanding as on year end:

Balances outstanding at period and year end:

Balance receivable / (payable)

Accrued expenses & other current liabilities:

Sushruta Private Limited

Accrued expenses and other current liabilities:

Sushruta Pvt Ltd.

Vishwajyoti P.

Srivastava, M.D

Naveen Kumar Amar#

Prepaid & Other current assets:

Cardio Bahamas^

Cardio Bahamas*

Srivastava Robotic Surgery Pvt Ltd

SS International Centre for Robotics Surgery Pvt Ltd

SSI PTE Singapore^

Sudhir Prem Srivastava^

SSI PTE Singapore*

Sudhir Prem Srivastava, M.D.*

Sudhir Srivastava Medical Innovations Pvt Ltd

Sushruta Private Limited

Sushruta Pvt Ltd

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.

resigned from the position of 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 was

appointed as the Interim Chief Financial Officer.

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 $ 24,675 plus applicable taxes.

July 23, 2025, meanwhile his responsibilities were assumed by Dr.

Vishwajyoti P.

Srivastava- Chief Operating Officer- Asia Pacific.

September 24, 2025, the Company appointed Mr.

Naveen Kumar Amar as Chief Financial Officer.

NOTE 21 – COMMITMENTS AND CONTINGENCIES

Other Commitments

The Company, through its Indian subsidiary, occupies office, manufacturing,

and assembly space in Gurugram, Haryana (India) under a lease agreement entered into in March 2021, with monthly payments of $ 24,229 plus

applicable taxes.

This lease expires in March 2030.

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.

Effective June 1, 2023, our Indian subsidiary signed another lease agreement for occupying

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

This lease provides for a monthly payment

of $ 16,025 plus taxes and expires on May 31, 2032 , subject to further renewal on mutually acceptable terms.

Further effective from August

1, 2024, our SSI-India subsidiary signed another lease agreement for occupying an additional space in Gurugram, to further expand its

This lease provides for a monthly payment of $ 8,956 plus taxes and expires on July 31, 2030 .

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.

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 $ 3,439

plus taxes and expires in March 2030.

Contingencies

The Company’s international transactions

with its Associated Enterprises (AEs) were subject to transfer pricing regulations under the Income-tax Act, 1961.

The case for the assessment

year 2021-22 under consideration was selected for scrutiny and referred to the Transfer Pricing Officer (TPO).

The TPO proposed a Transfer Pricing adjustment

of $ 550,617 primarily on account of:

● Rejection of the segmental margins computed by the Company and

adoption of entity-level margins;

● Modification of the filters applied by the Company in the selection

of comparable companies.

Based on the TPO’s findings, the Assessing

Officer (AO), vide draft assessment order dated 29 November 2023 under section 144C(1) of the Income-tax Act proposed an addition of $ 550,617

to the returned income of $ 11,753 .

The Company filed its objections before the Dispute

Resolution Panel (DRP).

The DRP, vide its directions dated 28 August 2024, granted partial relief of $ 17,336 on account of rectification

in the operating margins of the comparable companies.

Accordingly, the Transfer Pricing adjustment was reduced to $ 533,281 .

Subsequently, the Company has filed an appeal

before the Income Tax Appellate Tribunal (ITAT) on the remaining disputed issues.

As informed by the Management, the matter is pending

adjudication before the ITAT.

The Company believes that its position will more likely than not be sustained upon final examination by

the tax authorities and accordingly has not accrued any liabilities with respect to these matters in its consolidated financial statements.

NOTE 22 – SUBSEQUENT EVENTS

No adjusting subsequent event(s) has been identified.

In October 2025, the Company issued 28,739 shares of common stock as per advisory shares under the Company’s 2016 Stock Incentive Plan as per the terms of agreements signed with the advisors to provide advisory services to the Company.

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