What changed in this filing

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Item 9A. Controls and Procedures

2026-03-10 compared with 2025-04-15 · 1427 added, 1164 removed, 1238 unchanged (68% of the section changed)

Controls and Procedures .

(a) Disclosure Controls and Procedures

Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial

Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures and internal control over financial

reporting, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”),

as of December 31, 2024.

reporting, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange

Act ”), as of December 31, 2025.

To ensure that information required to be disclosed

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Internal Controls over Financial Reporting

Management’s Report on Internal Controls

Over Financial Reporting

Management is responsible for establishing and

maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

A company’s internal control over financial reporting is a process designed by, or under the supervision of, its Chief Executive

Officer and Chief Financial Officer, and effected by such company’s board of directors, management and other personnel to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes

in accordance with generally accepted accounting principles and includes those policies and procedures that:

● pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

● provide reasonable assurance that transactions

are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and

directors of the company;

● provide reasonable assurance regarding prevention

or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on

the financial statements.

(a) Management’s Report on

Internal Controls Over Financial Reporting

Management is responsible for establishing and maintaining adequate

internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

A company’s internal

control over financial reporting is a process designed by, or under the supervision of, its Chief Executive Officer and Chief Financial

Officer, and effected by such company’s board of directors, management and other personnel to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with

generally accepted accounting principles and includes those policies and procedures that:

● pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the assets of the company;

● provide reasonable assurance

that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management

and directors of the company;

● provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial

Because of its inherent limitations, internal

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consolidated financial statements will not be prevented or detected on a timely basis.

Management, with the participation of our Chief Executive

Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting

as of December 31, 2024, based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO).

Based on this assessment, management has concluded that the Company did not maintain

effective internal control over financial reporting as of December 31, 2024 due to the material weaknesses described below.

We failed to design adequate controls and procedures to provide reasonable assurance that U.S.

GAAP was being properly applied to the matters resulting into the restatement of our quarterly financial statements, including recognition of revenue in case of deferred payment sales, recognition of right of use of certain assets and lease liabilities and functional and other classifications, also leading to certain accounting errors as described in details in the restatement notes as included in the respective amended quarterly financial statements.

We do not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.

We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

Remediation Plan

Management, with the participation of our Chief

Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial

reporting as of December 31, 2025, based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management has concluded that the Company did

not maintain effective internal control over financial reporting as of December 31, 2025 due to the material weaknesses described below.

● We do not have written documentation

of our internal control policies and procedures.

Written documentation of key internal controls over financial reporting is a requirement

of Section 404 of the Sarbanes-Oxley Act.

● We do not have sufficient segregation

of duties within accounting functions, which is a basic internal control.

Due to our size and nature, segregation of all conflicting

duties may not always be possible and may not be economically feasible.

However, to the extent possible, the initiation of transactions,

the custody of assets and the recording of transactions should be performed by separate individuals.

(b) Remediation Plan

The Company has been addressing and remediating

these material weaknesses with the support and assistance of the accounting and financial staff employed by our Indian operating subsidiary.

We have enhanced the review process for significant transactions to ensure proper accounting treatment under applicable guidelines and

have engaged the external experts to provide guidance to the Company staff in the areas of financial reporting, internal controls, and

enterprise risk management and assist it in the application of accounting principles to complex transactions.

This external expert group

is also helping the Company in strengthening its existing internal controls, policies and Standard Operating Procedures (“ SOPs ”)

these material weaknesses with the support and assistance of the accounting and financial staff employed by SSI-India, our Indian operating

We have enhanced the review process for significant transactions to ensure proper accounting treatment under applicable guidelines

and have engaged the external experts to provide guidance to the Company staff in the areas of financial reporting, internal controls,

and enterprise risk management and assist it in the application of accounting principles to complex transactions.

This external expert

group is also helping the Company in strengthening its existing internal controls, policies and Standard Operating Procedures (“ SOPs ”)

in all the major functional areas.

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process involves a detailed process study of each of the business functions and engagement with their respective process owners, identifying

their linkages with other business functions and designing report formats, data sourcing and customizing the ERP system and training of

the respective teams to meet the business data flow and reporting requirements of each business function.

Post completion of roll out

of all the functional modules under this new cloud-based ERP system which is designed to integrate all business functions within the accounting

and financial department would help us in further addressing the abovementioned weaknesses.

their linkages with other business functions and designing report formats, data sourcing and customizing the ERP system and training

of the respective teams to meet the business data flow and reporting requirements of each business function.

Post completion of roll

out of all the functional modules under this new cloud-based ERP system which is designed to integrate all business functions within

the accounting and financial department would help us in further addressing the abovementioned weaknesses.

Our Chief Executive Officer and Chief Financial

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Although our disclosure

controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well

conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.

Further, the design

of any control system is subject to resource constraints and the benefits of controls must be considered relative to their costs.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and

instances of fraud, if any, within the Company have been detected.

These inherent limitations include the fact that judgments in decision-making

can be faulty, and that breakdowns can occur because of simple errors or mistakes.

There can be no assurance that any design will succeed

in achieving its stated goals under all potential future conditions.

(b) Changes in Internal Controls Over Financial

controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how

well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.

the design of any control system is subject to resource constraints and the benefits of controls must be considered relative to their

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all

control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the fact that

judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes.

There can be no assurance

that any design will succeed in achieving its stated goals under all potential future conditions.

Over Financial Reporting

Except for the remediation efforts described above,

there were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by the Form

10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

there were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by this Annual

Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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respective ages and titles are as follows:

Position(s) and Office(s) Held

Sudhir Srivastava, MD

Position(s) and Office(s)

Sudhir Srivastava, M.D.

Chairman, Chief Executive Officer and Director

Chief Financial Officer

Global Chief Operating Officer and Chief Financial Officer

Vishwajyoti P.

Srivastava, M.D.

President, Chief Operating Officer – South Asia and Director

Chief Executive Officer – Asia Pacific and Director

Chief Operating Officer – Americas and Director

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on April 14, 2023, as its Chairman, Chief Executive Officer and a director upon completion of the CardioVentures Merger.

founded Sudhir Srivastava Innovations Pvt.

(“ SSI-India ”), our Indian operating subsidiary in 2019 and has served

as its Chairman, Managing Director and Chief Executive Officer since that time.

SSI-India was founded with the objective of launching

the development of an advanced, affordable, and accessible surgical robotic system that would benefit greater numbers of patients around

Srivastava completed his medical degree in India in 1971 and moved to the United States in 1972, where he underwent a residency

in general surgery in St.

Louis and further completed his training, including in cardiothoracic surgery, at the University of British

Columbia Hospitals in Vancouver, Canada.

He is double board certified by the American Board of Surgery and Thoracic Surgery.

after moving to Texas to begin his practice in 1981, became heavily involved in advancing minimally invasive cardiac surgical approaches

and robotic cardiac surgery procedures during his time in Texas.

founded SSI-India, our Indian operating subsidiary in 2019 and has served as its Chairman, Managing Director and Chief Executive Officer

since that time.

SSI-India was founded with the objective of launching the development of an advanced, affordable, and accessible surgical

robotic system that would benefit greater numbers of patients around the world.

Srivastava completed his medical degree in India

in 1971 and moved to the U.S.

in 1972, where he underwent a residency in general surgery in St.

Louis and further completed his training,

including in cardiothoracic surgery, at the University of British Columbia Hospitals in Vancouver, Canada.

He is double board certified

by the American Board of Surgery and Thoracic Surgery.

Srivastava, after moving to Texas to begin his practice in 1981, became heavily

involved in advancing minimally invasive cardiac surgical approaches and robotic cardiac surgery procedures during his time in Texas.

While in Texas, in 2002 Dr.

Srivastava was the founding chairman of Alliance

Hospital, which became one of the busiest robotic cardiac centers globally.

Srivastava joined the University of Chicago faculty

and served as the Director of Robotic Cardiac Surgery to launch their program.

Srivastava moved to Atlanta, Georgia, and

founded the International College of Robotic Surgery and launched the Robotic Revascularization Program at St.

Srivastava was the founding chairman of Alliance Hospital, which became one of the busiest robotic cardiac

centers globally.

Srivastava joined the University of Chicago faculty and served as the Director of Robotic Cardiac Surgery

to launch their program.

Srivastava moved to Atlanta, Georgia, and founded the International College of Robotic Surgery

and launched the Robotic Revascularization Program at St.

Joseph’s Hospital.

While in the United States, he performed over 1,400 robotic cardiothoracic procedures and trained over 350 surgical teams from around

His passion and experience took him to various countries around the world, where he helped launch robotic cardiac surgery programs.

Srivastava returned to India in 2011 to establish robotic surgery programs throughout the country during a time when robotic surgery

was still nascent in India.

He founded the International Centre for Robotic Surgery in Delhi, India, and trained surgeons in different

specialties, introducing them to high-level robotic cardiac surgery procedures.

Recognizing the high cost and limited access to robotic

surgery in India, in 2012, Dr.

Srivastava undertook the mission of developing an affordable system that would be technologically advanced,

so that greater numbers of patients could benefit from robotic cardiac surgery in India and worldwide.

His efforts led to the development

of the SSi Mantra Surgical Robotic System by the SSi Companies Group, which was commercially introduced in August 2022.

is globally recognized as a pioneer and leader in robotic cardiac surgery and has received numerous awards worldwide for advancing the

Anup Kumar Sethi joined the Company on

April 14, 2023, as its Chief Financial Officer, upon completion of the Cardio Ventures Merger.

Sethi has served as Chief Financial

Officer of SSI-India since January 2023 and has been associated with SSI-India since 2018 on a consulting basis as a financial advisor.

For over ten years prior thereto, he held senior management positions in well-established healthcare companies in India, including Fortis

and International Oncology.

With close to thirty years of overall experience and having worked in India, China, South Africa, and Nigeria,

in organizations of various sizes belonging to a diverse range of industries like automotive tires manufacturing, textiles, digital media

and healthcare delivery, Mr.

Sethi is very well adapted to building and working with multi-faceted, multi-cultural teams.

a FCMA qualification (Fellow Member of Institute of Cost Accountants of India), an Associate membership of CPA, Australia, and a Certified

Financial Planner (CFP) certification from the Financial Planning Standards Board, with hands-on experience in leading teams in the functional

areas of corporate finance, strategy, accounting, compliance and business development.

While in the U.S., he performed over 1,400 robotic

cardiothoracic procedures and trained over 350 surgical teams from around the world.

His passion and experience took him to various countries

around the world, where he helped launch robotic cardiac surgery programs.

Srivastava returned to India in 2011 to establish robotic

surgery programs throughout the country during a time when robotic surgery was still nascent in India.

He founded the International Centre

for Robotic Surgery in Delhi, India, and trained surgeons in different specialties, introducing them to high-level robotic cardiac surgery

Recognizing the high cost and limited access to robotic surgery in India, in 2012, Dr.

Srivastava undertook the mission of

developing an affordable system that would be technologically advanced, so that greater numbers of patients could benefit from robotic

cardiac surgery in India and worldwide.

His efforts led to the development of the SSi Mantra by the SSi Companies Group, which was commercially

introduced in August 2022.

Srivastava is globally recognized as a pioneer and leader in robotic cardiac surgery and has received

numerous awards worldwide for advancing the field.

Milan Rao , joined the Company as Global

Chief Operating Officer and Chief Financial Officer on January 16, 2026.

Rao, has more than three decades of executive leadership

experience driving technology-enabled transformation, operational efficiency and growth at leading global companies across industries,

including the healthcare sector.

From June 2024 until joining the Company, Mr.

Rao served as Chief Operating Officer and Chief Revenue

Officer of Markets & Markets, a global consulting firm based in New York City, where he led global operations, sales, marketing and

consulting, and was responsible for global partnerships and the firm’s inorganic growth initiatives.

From September 2021 to December

Rao served as President and Global Business Head of Smart Energy Water (“ SEW ”), a cloud-based SaaS company

based in California and New York, connecting consumers with energy and water providers worldwide.

Following SEW’s acquisition of

Choice Technologies, in 2022 he served as Interim Chief Executive Officer of Choice Technologies and led its global integration with

SEW, expanding platform capabilities in artificial intelligence, machine learning and data analytics and growing its customer base.

August 2017 to August 2021, Mr.

Rao was President at Wipro Limited (“ Wipro ”) a Technology Services company.

led Wipro’s Technology & Transformation Office, including innovation, IP and platforms, marketing, and revenue operations,

and launched a digital-first, AI-led transformation program.

From June 2013 to August 2017, Mr.

Rao served as President and Chief Executive

Officer of GE Healthcare for India, South Asia, and emerging markets.

Rao holds a BS in Computer Science and Engineering from IIT

(BHU) Varanasi, where he was recognized as a Distinguished Alumnus, and an MBA in Finance from IIM Calcutta.

Vishwajyoti P.

Srivastava , M.D.

joined the Company on April 14, 2023, as its President, Chief Operating Officer – South Asia and a director upon completion of the

CardioVentures Merger.

joined the Company on April 14, 2023, as its President, Chief Operating

Officer – South Asia and a director upon completion of the CardioVentures Merger.

In May 2025 Dr.

Srivastava was appointed to the

position of Chief Executive Officer – Asia Pacific and served as the Company’s interim Chief Financial Officer from July 23,

2025 through September 24, 2025.

Srivastava joined SSI-India as President and Chief Operating Officer for South Asia in November 2020.

to that, he served as President of OMNI 3DHD from January 2018 to November 2020, where he led the development of a secondary 3D Visualization

System that was designed with the objective of giving 3D vision to the entire robotic surgical team.

Srivastava served as

the COO of a Miami based health and wellness startup, Reshape Inc., that developed an online platform for healthy living initiatives.

Srivastava was also instrumental in the creation of the International College of Robotic Surgery in Atlanta, Georgia, in 2009 as well

as the International Centre for Robotic Surgery in New Delhi, India, in 2011.

Srivastava has been deeply involved in the field of

surgical robotics since 2008, covering the wide spectrum of clinical applications, teaching and training, tele-mentoring platforms, web-based

surgeon didactic training modules, digital media and marketing.

Srivastava graduated from Saint James School of Medicine in Anguilla,

receiving his M.D.

Prior to that, he served as President of OMNI 3DHD from January 2018 to November 2020, where he led the development of a secondary 3D

Visualization System that was designed with the objective of giving 3D vision to the entire robotic surgical team.

served as the COO of a Miami, Florida based health and wellness startup, Reshape Inc., which developed an online platform for healthy

living initiatives.

Srivastava was also instrumental in the creation of the International College of Robotic Surgery in Atlanta, Georgia,

in 2009 as well as the International Centre for Robotic Surgery in New Delhi, India, in 2011.

Srivastava has been deeply involved

in the field of surgical robotics since 2008, covering the wide spectrum of clinical applications, teaching and training, tele-mentoring

platforms, web-based surgeon didactic training modules, digital media and marketing.

Srivastava graduated from Saint James School

of Medicine in Anguilla, receiving his M.D.

degree in August 2020.

Srivastava also holds a B.A.

in International Studies with a focus on South Asia from the

University of Washington in Seattle that he received in 1999.

Srivastava completed all his premedical requirements at Columbia University’s

Post Baccalaureate Program in New York City, graduating in 2003.

in International Studies with a focus

on South Asia from the University of Washington in Seattle that he received in 2000.

Srivastava completed all his premedical requirements

at Columbia University’s Post Baccalaureate Program in New York City, graduating in 2003.

He is fluent in English, Hindi and French.

Cohen co-founded the Company (then

known as Avra Medical Robotics, Inc.) and served as its Chief Executive Officer and a director from February 4, 2015, until completion

Cohen co-founded the Company

(then known as Avra Medical Robotics, Inc.) and served as its Chief Executive Officer and a director from February 4, 2015, until completion

of CardioVentures Merger on April 14, 2023, when he assumed the position of Chief Operating Officer-Americas and continued as a director.

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the Company, Mr.

Cohen was a director of Dualis Med-Tech from 2012 to 2014 and was a director of AvraMiro GmbH from 2009 to 2014 and Avra

Surgical Robotics, Inc.

Cohen was a director of Dualis Med-Tech from 2012 to 2014 and was a director of AvraMiro GmbH from 2009 to 2014 and

Avra Surgical Robotics, Inc.

since 2011, which is currently inactive.

From approximately 1979 to 1983 he served as director of Synalloy Corp.,

a manufacturer of pipe, piping systems and specialty chemicals after which he was appointed to serve as President from 1984 to 1985.

Cohen also served as Chairman of the Executive Board of Wolverine Technologies, Inc., a NYSE listed company from 1979 to 1983 and President

From approximately 1979 to 1983 he served as director of Synalloy

Corp., a manufacturer of pipe, piping systems and specialty chemicals after which he was appointed to serve as President from 1984 to

Cohen also served as Chairman of the Executive Board of Wolverine Technologies, Inc., a NYSE listed company from 1979 to 1983

and President of Barry F.

Cohen & Co., an NASD member from 1983 to 1999.

Cohen has over fifty years’ experience in managing private and

public industrial companies, and forty-seven years’ experience as a securities executive.

Cohen has over fifty years’ experience in managing

private and public industrial companies, and forty-seven years’ experience as a securities executive.

Mylswamy Annadurai joined the Company

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During that period, he was responsible for overseeing the development, manufacture and launch of twenty-nine satellites.

Prior thereto,

he also served as Program Director of Indian Remote Sensing and Small Satellite Program at ISRO from 2011-2015, where among other matters,

he was responsible for overseeing ISRO’s Mars Orbiter Mission and as Project Director of India’s firs lunar mission, Chandarayaan-1,

from 2004-2010.

thereto, he also served as Program Director of Indian Remote Sensing and Small Satellite Program at ISRO from 2011-2015, where among

other matters, he was responsible for overseeing ISRO’s Mars Orbiter Mission and as Project Director of India’s firs lunar

mission, Chandarayaan-1, from 2004-2010.

From August 2018 until March 2022, Dr.

Annadurai served as Chairman of the National Design and Research Forum and from

October 2018 to March 2023, he served as Vice President of the Tamil Nadu State Council for Science and Technology.

Annadurai served as Chairman of the National Design and

Research Forum and from October 2018 to March 2023, he served as Vice President of the Tamil Nadu State Council for Science and Technology.

Since May 2019.

Annadurai has been serving as Chairman of the Aerospace Committee of the Southern India Chamber of Commerce and Industries in Chennai

and since March 2021, as a director of Moon Land Technologies Pvt.

Since February 2023, he is also serving as a Trustee Member of

the India Trustee Board of the America-India Foundation.

Annadurai has received numerous awards from the Indian government, ISRO,

international space organizations, academic institutions and professional bodies and societies.

Annadurai has been serving as Chairman of the Aerospace Committee of the Southern India Chamber of Commerce and Industries

in Chennai and since March 2021, as a director of Moon Land Technologies Pvt.

Since February 2023, he is also serving as a Trustee

Member of the India Trustee Board of the America-India Foundation.

Annadurai has received numerous awards from the Indian government,

ISRO, international space organizations, academic institutions and professional bodies and societies.

Annadurai holds B.E.

Electronics) and Ph.D.

(Applied Electronics) and Ph.D.

degrees from Anna University.

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Moll is a renowned physician and visionary entrepreneur whose pioneering work in medical robotics

has shaped the field of minimally invasive surgery.

has shaped the field of MIS.

He did his B.A.

from the University of California at Berkeley, an M.D.

from the University

of Washington, and an M.S.

from the University of Washington,

in Business Management from Stanford University.

He is a pioneer in Medical Robotics, particularly in minimally

invasive surgery.

Moll co-founded Intuitive Surgical in 1995, where he co-developed the da Vinci robotic-assisted surgery system,

a global standard for minimally invasive surgery.

He also founded Hansen Medical and Auris Health, creating advanced robotic technologies

for vascular procedures and lung cancer diagnosis, respectively.

His innovations have shaped the field of surgery, and he has served on

the Boards of influential Healthcare Tech companies like Mako Surgical and RefleXion.

He is a pioneer in Medical Robotics, particularly in MIS.

Moll co-founded

Intuitive Surgical in 1995, where he co-developed the da Vinci robotic-assisted surgery system, a global standard for MIS.

He also founded

Hansen Medical and Auris Health, creating advanced robotic technologies for vascular procedures and lung cancer diagnosis, respectively.

His innovations have shaped the field of surgery, and he has served on the boards of directors of influential Healthcare Tech companies

like Mako Surgical and RefleXion.

Tim Adams joined the Company as a Director

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the Company’s largest regions.

Earlier in his career, Mr., Adams served as CEO of Cedar Park Regional Medical Center, a partner with Ascension's

Seton Healthcare Family, and held executive roles at Community Health Systems and IASIS Healthcare, overseeing multi-hospital operations

in Texas and Florida.

Beyond his professional commitments, he is also an active member of the healthcare community, serving on numerous

boards, including the Tennessee Hospital Association, Nashville Health Care Council, and the United Way of Greater Nashville.

a Bachelor of Business Administration from Baylor University and an MBA from The University of Texas at El Paso.

In January 2023, Tim

transitioned to the role of Regional Operating Officer and Senior Vice President for Ascension, overseeing Ascension ministries in 10

states, including Tennessee.

Earlier in his career, Mr., Adams served as CEO of Cedar Park Regional Medical Center, a partner

with Ascension’s Seton Healthcare Family, and held executive roles at Community Health Systems and IASIS Healthcare, overseeing

multi-hospital operations in Texas and Florida.

Beyond his professional commitments, he is also an active member of the healthcare community,

serving on numerous boards, including the Tennessee Hospital Association, Nashville Health Care Council, and the United Way of Greater

He holds a Bachelor of Business Administration from Baylor University and an MBA from The University of Texas at El Paso.

January 2023, Tim transitioned to the role of Regional Operating Officer and Senior Vice President for Ascension, overseeing Ascension

ministries in 10 states, including Tennessee.

Terms of Office

Our directors are appointed for a one-year term

to hold office until the next annual meeting of our stockholders and until a successor is appointed and qualified, or until their removal,

to hold office until the next annual meeting of our shareholders and until a successor is appointed and qualified, or until their removal,

resignation, or death.

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Srivastava are father and son.

There are no other familial relationships

among our officers and directors.

There are no other familial relationships among

our officers and directors.

Board Committees and Independence

In an effort to improve our corporate governance,

The Company has constituted three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance

an audit committee, a compensation committee and a nominating and corporate governance committee.

Our board of directors has determined that Dr.

Annadurai, Dr.

Somashekhar, Dr.

Adams are “ Independent ” within the meaning of the applicable rules and

regulations of the SEC and the listing standards of the Nasdaq Stock Market.

Each Committee consists of at least two Independent Directors.

In addition, the board has determined that Mr.

Adams is an “ audit committee financial expert ” as the term is defined

by the applicable rules and regulations of the SEC and the Nasdaq Stock Market listing standards, based on his business and management

Somashekhar and Mr.

Adams are currently “independent” within the meaning of the applicable rules and regulations

of the SEC and the listing standards of the Nasdaq Stock Market.

In addition, the board of directors has determined that Mr.

an “audit committee financial expert” as the term is defined by the applicable rules and regulations of the SEC and the Nasdaq

Stock Market listing standards, based on his business and management experience.

Our board of directors has also determined that at present,

Moll is not “independent” at the present time because his beneficial ownership of our common stock exceeds 10%.

Srivastava, Dr.

Vishwajyoti P.

Srivastava and Mr.

Cohen are not independent as they are officers and employees of the Company.

Members of the aforesaid Committee (s) are as

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Audit Committee

Frederic H Moll

SP Somasekhar

Mylswamy Annadurai

Compensation Committee

Frederic H Moll

SP Somasekhar

Nominating and Corporate Governance Committee

Frederic H Moll

SP Somasekhar

Audit Committee

The audit committee assists our board of directors

in its oversight of the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements,

including (a) the quality and integrity of the Company’s financial statements;

(b) the Company’s compliance with legal and

regulatory requirements;

in its oversight of the Company’s accounting and financial reporting processes and the audits of the Company’s consolidated

financial statements, including (a) the quality and integrity of the Company’s consolidated financial statements;

(b) the Company’s

compliance with legal and regulatory requirements;

and (d) the performance of our Company’s

internal audit functions and independent auditors, as well as other matters which may come before it as directed by the board of directors.

Further, the audit committee, to the extent it deems necessary or appropriate, among its several other responsibilities, shall:

● be responsible for the appointment,

compensation, retention, termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing

an audit report or performing other audit, review or attest services for the Company;

● discuss the annual audited

financial statements and the quarterly unaudited financial statements with management and the independent auditors prior to their filing

with the SEC in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q;

● review with the Company’s

financial management on a periodic basis (a) issue regarding accounting principles and financial statement presentations, including any

significant changes in the Company’s selection or application of accounting principles;

and (b) the effect of any regulatory and

accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company;

● monitor the Company’s

policies for compliance with federal, state, local and foreign laws and regulations and the Company’s policies on corporate conduct;

● maintain open, continuing,

and direct communication between the board of directors, the audit committee and our independent auditors;

● monitor our compliance with

legal and regulatory requirements and shall have the authority to initiate any special investigations of conflicts of interest, and compliance

with federal, state and local laws and regulations, including the Foreign Corrupt Practices Act, as may be warranted.

and (d) the performance

of our Company’s internal audit functions and independent auditors, as well as other matters which may come before it as directed

by the board of directors.

Further, the audit committee, to the extent it deems necessary or appropriate, among its several other responsibilities,

be responsible for the appointment, compensation, retention, termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;

discuss the annual audited consolidated financial statements and the quarterly unaudited condensed consolidated financial statements with management and the independent auditors prior to their filing with the SEC in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q;

review with the Company’s financial management on a periodic basis (a) issue regarding accounting principles and consolidated financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles;

and (b) the effect of any regulatory and accounting initiatives, as well as off-balance sheet structures, on the consolidated financial statements of the Company;

monitor the Company’s policies for compliance with federal, state,

local and foreign laws and regulations and the Company’s policies on corporate conduct;

maintain open, continuing, and direct communication between the board

of directors, the audit committee and our independent auditors;

monitor our compliance with legal and regulatory requirements and shall

have the authority to initiate any special investigations of conflicts of interest, and compliance with federal, state and local

laws and regulations, including the Foreign Corrupt Practices Act, as may be warranted.

Compensation Committee

The compensation committee aids our board of directors

in meeting its responsibilities relating to the compensation of the Company’s executive officers and to administer all incentive

compensation plans and equity-based plans of the Company, including the plans under which Company securities may be acquired by directors,

executive officers, employees and consultants.

Further, the compensation committee, to the extent it deems necessary or appropriate, among

its several other responsibilities, shall:

● review periodically the Company’s

philosophy regarding executive compensation to (a) ensure the attraction and retention of corporate officers, (b) ensure the motivation

of corporate officers to achieve the Company’s business objectives, and (c) align the interests of key management with the long-term

interests of our shareholders;

● review and approve corporate

goals and objectives relating to Chief Executive Officer compensation and other executive officers of SSi and its subsidiary companies;

● make recommendations to the

board of directors regarding compensation for non-employee directors, and review periodically non-employee director compensation in relation

to other comparable companies and in light of such factors as the compensation committee may deem appropriate;

● review periodically reports

from management regarding funding the Company’s pension, retirement, long-term disability and other management welfare and benefit

The compensation committee aids our board of

directors in meeting its responsibilities relating to the compensation of the Company’s executive officers and to administer all

incentive compensation plans and equity-based plans of the Company, including the plans under which Company securities may be acquired

by directors, executive officers, employees and consultants.

Further, the compensation committee, to the extent it deems necessary or

appropriate, among its several other responsibilities, shall:

review periodically the Company’s philosophy regarding executive

compensation to (a) ensure the attraction and retention of corporate officers, (b) ensure the motivation of corporate officers to

achieve the Company’s business objectives, and (c) align the interests of key management with the long-term interests of our

shareholders;

review and approve corporate goals and objectives relating to Chief

Executive Officer compensation and other executive officers of SSi and its subsidiary companies;

make recommendations to the board of directors regarding compensation

for non-employee directors, and review periodically non-employee director compensation in relation to other comparable companies

and in light of such factors as the compensation committee may deem appropriate;

review periodically reports from management regarding funding the Company’s

pension, retirement, long-term disability and other management welfare and benefit plans.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee

shall recommend to the board of directors individuals qualified to serve as directors and on committees of the board of directors to advise

the board of directors with respect to the board of directors composition, procedures and committees to develop and recommend to the board

of directors a set of corporate governance principles applicable to the Company;

and to oversee the evaluation of our board of directors

and management.

shall recommend to the board of directors individuals qualified to serve as directors and on committees of the board of directors to

advise the board of directors with respect to the board of directors composition, procedures and committees to develop and recommend

to the board of directors a set of corporate governance principles applicable to the Company;

and to oversee the evaluation of our board

of directors and management.

Further, the nominating and corporate governance

committee, to the extent it deems necessary or appropriate, among its several other responsibilities shall:

● recommend to the board of directors

and for approval by a majority of independent directors for election by shareholders or appointment by the board of directors as the

case may be, pursuant to our bylaws and consistent with the board of directors’ criteria for selecting new directors;

● review the suitability for

continued service as a director of each member of the board of directors when his or her term expires or when he or she has a significant

change in status;

● review annually the composition

of the board of directors and to review periodically the size of the board of directors;

● make recommendations on the

frequency and structure of board of directors’ meetings or any other aspect of procedures of the board of directors;

● make recommendations regarding

the chairmanship and composition of standing committees and monitor their functions;

● review annual committee assignments

and chairmanships;

● recommend the establishment

of special committees as may be necessary or desirable from time to time;

● develop and review periodically

corporate governance procedures and consider any other corporate governance issue.

Compliance with Section 16(a) of the Securities

Exchange Act of 1934

recommend to the board of directors and for approval by a majority

of independent directors for election by shareholders or appointment by the board of directors as the case may be pursuant to our

bylaws and consistent with the board of directors’ criteria for selecting new directors;

review the suitability for continued service as a director of each

member of the board of directors when his or her term expires or when he or she has a significant change in status;

review annually the composition of the board of directors and to review

periodically the size of the board of directors;

make recommendations on the frequency and structure of board of directors’

meetings or any other aspect of procedures of the board of directors;

make recommendations regarding the chairmanship and composition of

standing committees and monitor their functions;

review annual committee assignments and chairmanships;

recommend the establishment of special committees as may be necessary

or desirable from time to time;

develop and review periodically corporate governance procedures and

consider any other corporate governance issue.

Compliance with Section 16(a) of the

Securities Exchange Act of 1934

Section 16(a) of the Exchange Act requires

our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the

SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common

stock and other equity securities, on Forms 3, 4 and 5 respectively.

Executive officers, directors and greater than 10% stockholders are

required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our

common stock and other equity securities, on Forms 3, 4 and 5 respectively.

Executive officers, directors and greater than 10% stockholders

are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such

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administrative oversights:

● A Form 4 reporting the acquisition of 50,000 shares of restricted common by stock by Dr.

on August 31, 2024, pursuant to a grant under the Company’s Incentive Stock Plan, was filed on February 28, 2025.

● A Form 4 reporting disposition by gift of 17,500 shares of common stock by Dr.

Sudhir Srivastava on September

6, 2024, was filed on September 12, 2024.

A Form 4 reporting the acquisition by Dr.

Sudhir Srivastava of a $2,000,000 principal amount 7% One-Year

Convertible Promissory Note from the Company on December 12, 2024, was filed on January 23, 2025.

Sudhir Srivastava of a $2,000,000 principal amount 7% One-Year Convertible Promissory Note from the Company on December 4, 2024, was filed on January 23, 2025.

A Form 4 reporting the acquisition by Dr.

Sudhir Srivastava of a $5,000,000 principal amount 7% One-Year

Convertible Promissory Note from the Company on January3, 2025, was filed on January 23, 2025.

Sudhir Srivastava of a $5,000,000 principal amount 7% One-Year Convertible Promissory Note from the Company on January 3, 2025, was filed on January 23, 2025.

A Form 4 reporting the disposition by gift of 221,788 shares of

common stock by Dr.

Sudhir Srivastava on February 5, 2025, was filed on February 11, 2025.

A Form 4 reporting the acquisition by Dr.

Sudhir Srivastava of a $5,000,000 principal amount 7% One-Year

Convertible Promissory Note from the Company on January 31, 2025, was filed on February 21, 2025.

● A Form 4 reporting the disposition by gift of 221,788 shares of common stock by Dr.

Sudhir Srivastava

on February 5, 2025, was filed on February 21, 2025.

Sudhir Srivastava of a $5,000,000 principal amount 7% One-Year Convertible Promissory Note from the Company on January 30, 2025, was filed on February 21, 2025.

A Form 4 reporting the acquisition of 50,000 shares of common

stock by Prof.

Somashekar S.P.

on August 31, 2024, was filed on February 28, 2025.

A Form 4 reporting the acquisition of 100 shares of common stock

by Barry Cohen on April 17, 2025, was filed on April 22, 2025.

A Form 3 initial statement of beneficial ownership of securities

reporting for Arvind Palaniappan on May 1, 2025, was filed on May 19, 2025.

A Form 4 reporting the disposition by gift of 1,000,000 shares of common stock by Barry Cohen on May 22, 2025, was filed on June 30, 2025.

A Form 4 reporting the various dispositions and acquisitions of

shares of common stock by gift by Dr.

Sudhir Srivastava between May 12, 2025 and July 14, 2025, was filed on August 13, 2025.

A Form 4 reporting the acquisition by gift of 2,500 shares of

common stock by Dr.

Sudhir Srivastava on September 3, 2025, was filed on September 8, 2025.

A Form 4 reporting the disposition by gift of 3,300 shares of

common stock by Barry Cohen on October 8, 2025, was filed on November 17, 2025.

A Form 3 initial statement of beneficial ownership of securities

reporting for Milan Rao on January 16, 2026, was filed on January 30, 2026.

Rule 10b5-1 Trading Arrangements

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Insider Trading Policies and Procedures

We have adopted insider trading policies and procedures governing the

purchase, sale, and/or other dispositions of our securities by our directors, officers and employees, and the Company itself, that are

reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the

We have adopted insider trading policies and procedures

governing the purchase, sale, and/or other dispositions of our securities by our directors, officers and employees, and the Company itself,

that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable

to the Company.

Involvement in Certain Legal Proceedings

13 unchanged sentences

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served,

as a member of the compensation committee of any entity that has one or more officers serving on our Board of Directors.

None of our officers currently serves, or in the

past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

Executive Compensation.

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The table below summarizes all compensation awarded

to earned by or paid to our Chief Executive Officer and our other executive officers for the years ended December 31, 2024.

to earned by or paid to our Chief Executive Officer (our principal executive officer) and our two most highly compensated executive officers

other than our Chief Executive Officer (collectively, the “named executive officers” ) for the year ended December 31,

Name and Principal Position

Options Awards

Option Awards

Incentive Plan

Sudhir Srivastava, M.D.

5,886,997 (2)

13,307,213 (2)

Chief Executive Officer (1)

Anup Kumar Sethi

Chief Financial Officer (3)

Chairman and Chief Executive Officer (1)

Vishwajyoti P.

Srivastava, M.D.

2,883,468 (2)

President and Chief Operating Officer – South Asia (5)

2,883,468 (2)

Chief Operating

Officer-Americas (6)

(1) Sudhir Srivastava became our

Chairman and Chief Executive Officer on April 14, 2023, upon completion of the CardioVentures Merger.

Chief Executive Officer – Asia Pacific (2)

Chief Operating Officer – Americas

Represents an option to purchase common stock granted under our 2016 Incentive Plan.

The option vests in five equal annual installments commencing upon the date of grant and expires five years from the date of grant.

Sethi became our Chief Financial Officer on April 14, 2023, upon completion of the CardioVentures Merger.

Represents a grant of restricted shares of our common stock awarded under our Incentive Plan.

The grant vests in five equal annual installments commencing upon the date of grant.

Vishwajyoti Srivastava became our President and Chief Operating Officer – South Asia on April 14, 2023, upon completion of the CardioVentures Merger.

Cohen served as our Chairman and Chief Executive Officer from founding of the Company on February 4, 2015, until completion of the CardioVentures Merger on April 14, 2023, when he stepped down from those positions and assumed the position of Chief Operating Officer – Americas.

Represents a grant of restricted shares of our common stock awarded under our Incentive Plan, which vested in full on the date of grant.

Vishwajyoti Srivastava served as our President and Chief Operating Officer – South Asia from April 2023 until May 2025, when he was appointed Chief Executive Officer – Asia Pacific.

Employment Agreements

The Company, through Otto Pvt.

Ltd., an indirect,

wholly owned subsidiary was party to employment agreements with each of Dr.

Sudhir Srivastava, Anup Kumar Sethi and Dr.

Vishwajyoti P.

Sudhir Srivastava’s employment agreement with a base annual salary of $600,000 was with Otto Pvt Ltd.

for a five-year

period expiring in September 2026.

Effective August 1, 2024, his employment agreement was moved to the Company on similar compensation

terms now expiring in July 2027.

Sethi’s employment agreement with an annual base salary of $175,000 was also with Otto Pvt

for a five-year (5-year) period expiring in January 2028.

Effective August 1, 2024, his engagement contract was moved to the subsidiary

company in India on the same terms of compensation (now payable in local currency) having a term of five years.

The Company is party to an employment agreement

Sudhir Srivastava for a three year period expiring on July 31, 2027, which provides for an annual base salary of $600,000.

Vishwajyoti P.

employment agreement with an annual base salary of $ 200,000 was also with Otto Pvt Ltd.

and effective August 1, 2024, it was restructured

as a consulting agreement with the Company with the same annual base compensation of $200,000 now expiring in July 2026.

Each of the employment/consulting/engagement

agreements contain customary confidentiality, assignment of proprietary rights, non-competition and non-solicitation provisions.

Srivastava is party to an employment

agreement with the Company expiring on April 30, 2030, which provides for a base annual salary of $300,000 effective May 1, 2025.

The Company is party to an employment agreement

with Barry F.

Cohen for a three-year (3-year) period expiring in April 2026, which provides for an annual base salary of $180,000.

employment agreement also provides for reimbursement of other reasonable business expenses incurred by Mr.

Cohen in the performance of

his duties and contains customary confidentiality, assignment of proprietary rights, non-competition and non-solicitation provisions.

Cohen expiring in April 2026, which provides for an annual base salary of $180,000.

The Company and Milan Rao entered into a one-year

services agreement, effective January 16, 2026 (the “ Services Agreement ”), providing for monthly base compensation

In addition, the Services Agreement provides for Mr.

Rao to receive a stock grant under the Company’s 2016 Incentive

Plan) in the amount of 120,000 shares of the Company’s common stock vesting in equal monthly installments of 10,000 shares, subject

to continued engagement of Mr.

Rao by the Company and the other terms and conditions of the 2016 Incentive Plan.

In the event, the Services

Agreement is terminated by the Company “Without Cause” (as defined in the Services Agreement) prior to the six month anniversary

of the effective date of the Services Agreement, then Mr.

Rao shall be entitled to receive, (i) payment of his base compensation through

the six month anniversary of the effective date of the Services Agreement;

and (ii) any unvested installment of the stock grant which

would vest on or before the six month anniversary of the effective date shall vest in full as of the termination date.

Any other unvested

portion of his stock grant will terminate as of the termination date of the Services Agreement.

Each of the above agreements provides for reimbursement

of reasonable business expenses incurred in the performance of the executive’s duties and contains customary confidentiality, assignment

of proprietary rights, non-competition and non-solicitation provisions.

Outstanding Equity Awards at Fiscal Year-End

3 unchanged sentences

Sudhir Srivastava, M.D.

Anup Kumar Sethi

Vishwajyoti P.

The volume weighted average exercise price per share for all options awarded is $5.00.

Based on market price of $7.76 per share on the grant date

The volume weighted average exercise price per

share for all options awarded is $5.00.

The above are options to purchase common stock

granted under our 2016 Incentive Plan.

The options vest in five equal annual instalments commencing upon the date of grant and expire five

years from the date of grant.

The options vest in five equal annual instalments commencing upon the date of grant and expire

five years from the date of grant.

Compensation of Directors Table

8 unchanged sentences

Mylswamy Annadurai

Somashekhar (1)

Frederic H Moll

Represents the value of a grant of 50,000 restricted shares of our common stock awarded under our Incentive Plan.

The grant has fully vested as of December 31, 2024.

Represents the value of options to purchase common stock granted under our Incentive Plan.

The option vests in five equal annual instalments commencing upon the date of grant and expires five years from the date of grant.

(1) Represents the value of options

to purchase common stock granted under our 2016 Incentive Plan.

The option vests in five equal annual instalments commencing upon the

date of grant and expires five years from the date of grant.

Narrative Disclosure to the Director Compensation

The Company has not established a formal compensation

arrangement for its non-employee directors but anticipates that they will initially be compensated with periodic grant of options under

the 2016 Incentive Stock Plan, in the discretion of the board of directors.

Non-employee directors are also reimbursed for travel and

lodging expenses in connection with their attendance at in-person meetings of the board.

When the Company is sufficiently capitalized,

the Company may institute payment of cash directors’ fees to its non-employee directors in amounts to be determined at that time.

We compensate our non-employee directors with

cash fees of $1,500 per meeting.

Non-employee directors are also reimbursed for travel and lodging expenses in connection with their attendance

at in-person meetings of the board.

In 2026, we intend to implement an equity-based compensation plan for our non-employee directors in

conjunction with our advisors.

2016 Incentive Stock Plan

Our 2016 Incentive Stock Plan (the “Incentive

Stock Plan ”) provides for equity incentives to be granted to our employees, executive officers or directors or to key advisers

or consultants.

Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the

underlying shares as determined pursuant to the 2016 Plan, restricted stock awards, other stock-based awards, or any combination of the

In the absence of a compensation committee, the 2016 Plan was administered by the board of directors.

However, with the recent

constitution of compensation committee, the Plan will henceforth be administered by the compensation committee, 3,000,000 shares of our

common stock were originally reserved for issuance pursuant to the exercise of awards under the 2016 Plan.

In August 2019, our board of

directors and our majority shareholders approved an increase in the number of shares reserved under the 2016 Plan to 10,000,000 shares

of our common stock.

Our board of directors and majority shareholders in July 2022, approved a subsequent increase in the number of shares

of our common stock reserved under the 2016 Plan to 20,000,000 shares of common stock.

Our board of directors and majority shareholders

in October 2023 mandated to keep 10% of our issued and outstanding common shares reserved under the 2016 Incentive Stock Plan.

As of December

31, 2024, we have granted options to purchase 7,767,431 shares under the 2016 Plan, exercisable at $5.00 per share and 4,375,407 shares

in stock grants.

Our 2016 Incentive Plan provides for equity incentives

to be granted to our employees, executive officers or directors or to key advisers or consultants.

Equity incentives may be in the form

of stock options with an exercise price not less than the fair market value of the underlying shares as determined pursuant to the 2016

Incentive Plan, restricted stock awards, other stock-based awards, or any combination of the foregoing.

In the absence of a compensation

committee, the 2016 Incentive Plan was administered by the board of directors.

However, with the recent constitution of compensation committee,

the Plan will henceforth be administered by the compensation committee, 3,000,000 shares of our common stock were originally reserved

for issuance pursuant to the exercise of awards under the 2016 Incentive Plan.

In August 2019, our board of directors and our majority

shareholders approved an increase in the number of shares reserved under the 2016 Plan to 10,000,000 shares of our common stock.

of directors and majority shareholders in July 2022, approved a subsequent increase in the number of shares of our common stock reserved

under the 2016 Incentive Plan to 20,000,000 shares of common stock.

Our board of directors and majority shareholders in October 2023 mandated

to keep 10% of our issued and outstanding common shares reserved under the 2016 Incentive Stock Plan.

As of December 31, 2025, we have

granted options to purchase 7,578,181 shares under the 2016 Plan, exercisable at a weighted average price of $5.00 per share and 3,592,779

shares in stock grants.

The 2016 Incentive Plan (but not awards under

the 2016 Incentive Plan) expired in accordance with its terms on February 1, 2026.

We intend to implement a new equity incentive plan

Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters.

The following table sets forth, as of the date

The following table sets forth, as of the data

of this Annual Report, the beneficial ownership of our common stock by (i) each director and executive officer;

1 unchanged sentence

officers as a group;

(iii) each other five percent (5%) beneficial owner of our common stock.

(iii) each five percent (5%) beneficial owner of our common stock.

The percentage ownership information shown in

the table is based upon 193,559,340 shares of common stock outstanding as of the date of this Annual Report.

Unless otherwise stated,

the address of the persons set forth on the table is c/o the Company.

the table reflects beneficial ownership based upon 194,356,696 shares of common stock outstanding as of the date of this Annual Report

(not including 5,774,839 shares issuable in connection with the private placement completed on March 6, 2026 – See “ Item1.

Business – Recent Development ”).

Unless otherwise stated, the address of the persons set forth on the table is c/o the

Beneficial ownership is determined in accordance

3 unchanged sentences

owned, subject to applicable community property laws.

In accordance with SEC rules, shares of our common stock which may be acquired upon

exercise of stock options which are currently exercisable or which become exercisable within sixty (60) days of the date of this Annual

Report are deemed beneficially owned by the holders of such options and are deemed outstanding for the purpose of computing the percentage

of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other

In accordance with SEC rules, shares of our common stock which may be acquired

upon exercise of stock options which are currently exercisable or which become exercisable within sixty (60) days of the date of this

Annual Report are deemed beneficially owned by the holders of such options and are deemed outstanding for the purpose of computing the

percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of

any other person.

Names and addresses of beneficial owners

1 unchanged sentence

Sudhir Srivastava, M.D.

Anup Sethi (2)

Milan Rao (2)

Vishwajyoti P.

7 unchanged sentences

Georges Street, Port Louis 11302, Mauritius

Unless otherwise indicated, the address for all our directors and

executive officers is, care of the Company, 404-405, 3rd Floor, iLabs Info Technology Centre, Udyog Vihar, Phase III, Gurugram, Haryana

122016, India.

Unless otherwise indicated, the address for all our

directors and executive officers is, care of the Company, 404-405, 3rd Floor, iLabs Info Technology Centre, Udyog Vihar, Phase III, Gurugram,

Haryana 122016, India.

Less than 1%.

2 unchanged sentences

Sudhir Srivastava;

(b) 32,000 shares held by Dr Sudhir Srivastava;

(b) 32,000 shares held by

Dr Sudhir Srivastava;

and (c) 4,872,287 shares issuable upon the exercise of vested stock options granted under our 2016 Incentive Plan.

Sushruta also holds all 1,000 issued and outstanding Series A Preferred Shares, which entitles the holder to 51% of the total voting power of the Company.

Includes 338,237 vested stock awards granted under the Incentive Plan.

Represents 338,237 shares issuable upon the exercise of vested stock options granted under the Incentive Plan.

Sushruta also holds all 1,000 issued and outstanding Series A Preferred Shares, which entitles the holder to 51% of the total voting power

of the Company.

Represents a grant of shares of our common stock awarded under our

2016 Incentive Plan which vests within 60 days of the date of this Annual Report.

Includes (a) 2,000,000 shares held of record by Matilda Pvt.

(“Matilda”) ,

a Bahamian holding company beneficially owned by Dr.

Vishwajyoti P Srivastava;

and (b) 507,355 shares issuable upon the exercise of vested

stock options granted under the 2016 Incentive Plan.

(4) Includes 507,355 shares issuable

upon the exercise of vested stock options granted under the 2016 Incentive Plan.

(5) Includes a grant of 166,348 fully

vested restricted shares of our common stock awarded under our Incentive Plan.

(6) Includes the items in footnotes (1) – (5) above.

Pai is the beneficial owner of the shares of common

stock held of record by Manipal Global Health Services.

(5) Includes a grant of 166,348

fully vested restricted shares of our common stock awarded under our 2016 Incentive Plan and 58,469 shares of common stock held by his

Manjiri Somashekhar.

(6) Includes the items in footnotes

(1) – (5) above.

Pai is the beneficial

owner of the shares of common stock held of record by Manipal Global Health Services.

The people named above have full voting and investment

5 unchanged sentences

owner of the same security.

Securities Authorized for Issuance under Equity

Compensation Plans

Securities Authorized

for Issuance under Equity Compensation Plans

Plan category

to be issued upon

Weighted- average

5 unchanged sentences

Equity compensation plans not approved by security holders

Represents shares of common stock under our Incentive Stock Plan.

As of the date of this Annual Report, 12,142,838 shares of common stock (comprised of 7,767,431 stock options and 4,375,407 stock grants) were issued under the Incentive Stock Plan.

As of the date of this Annual Report an additional 7,213,096 shares of common stock are available for future issuances under the Incentive Stock Plan.

Represents shares of common stock under our 2016 Incentive Plan.

of the date of this Annual Report, 11,647,844 shares of common stock (comprised of 7,739,432 stock options and 3,908,412 stock grants)

were issued under the Incentive Stock Plan.

The 2016 Incentive Plan (but not awards under the 2016 Incentive Plan) expired on February

1, 2026, in accordance with its terms.

Certain Relationships and Related Transactions, and

Director Independence.

Information to be filed pursuant to this Item 13 are appended to this

Annual Report on Form 10-K filed herewith can be found at Part IV, Item 15, “Exhibits and Financial Statement Schedules.”

under Note- 21.

Principal Accounting Fees and

Fees billed by our independent registered public accounting firms,

BDO India LLP (“ BDO ”) and BF Borgers CPA PC.

for services provided for fiscal year 2024 and BF Borgers CPA PC.

fiscal year 2023 were as follows:

Related Party Transactions

Information to be filed pursuant to this Item

13 are appended to this Annual Report on Form 10-K filed herewith can be found at Part IV “ Item 15, Exhibits and Consolidated

Financial Statement Schedules ” under Note 20.

Principal Accountant Fees and Services

Fees billed by our independent registered public accountant firm, BDO

India Services Private Limited (“ BDO ”) for services provided for the years ended December 31, 2025 and December 31,

2024 were as follows:

Audit Fees (1)

1 unchanged sentence

All Other Fees

fees relate to professional services rendered in connection with the audit of the Company’s annual financial statements including

expanded audit services related to the Company’s restatement, quarterly review of financial statements included in the Company’s

Quarterly Report on Form 10-Q/A, and audit services provided in connection with other statutory and regulatory filings or engagements.

Audit fees include $82,500 relating to filing of “Registration Statement” in Form-S1 of our former auditor BF Borgers CPA

This category

includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and

services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal

This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review

of interim financial statements.

Audit-Related

This category

consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance

of the audit or review of our financial statements and are not reported above under “ Audit Fees .” The services for

the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.

This category

consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice.

services for the fees disclosed under this category include tax return preparation and technical tax advice.

This category

consists of fees for other miscellaneous items.

Audit fees represent fees for professional services rendered in connection with the audit of the Company’s annual consolidated financial statements, the review of condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q, and audit services provided in connection with other statutory and regulatory filings or engagements.

Audit fees decreased to $347,580 for fiscal year 2025, compared to $686,326 for fiscal year 2024.

This category includes the audit of our annual

consolidated financial statements, review of condensed consolidated financial statements included in our Quarterly Reports on Form 10-Q

and services that are normally provided by the independent registered public accounting firm in connection with engagements for those

fiscal years.

This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the

review of interim consolidated financial statements.

Audit-Related Fees

This category consists of assurance and related

services by the independent registered public accountant firm that are reasonably related to the performance of the audit or review of

our consolidated financial statements and are not reported above under “ Audit Fees .” The services for the fees disclosed

under this category include consultation regarding our correspondence with the SEC and other accounting consulting.

This category consists of professional services

rendered by our independent registered public accounting firm for tax compliance and tax advice.

The services for the fees disclosed

under this category include tax return preparation and technical tax advice.

All Other Fees

This category consists of fees for other miscellaneous

Pre-Approval Policy

Our board of directors has adopted a procedure

for pre-approval of all fees charged by our independent registered public accounting firm.

Under the procedure, the Board approves the

engagement letter with respect to audit, tax and review services.

Other fees are subject to pre-approval by the Board, or, in the period

between meetings, by a designated member of the Board.

Any such approval by the designated member is disclosed to the entire Board at

the next meeting.

Any services and fees of BDO are also approved pursuant to the pre-approval policy of the Company.

Pre-Approval Policy

We have recently constituted our audit committee.

Provision of the

above-mentioned services was approved by our board of directors in the absence of an audit committee at that point in time.

Under the procedure, the audit committee of

the board of directors and/or the board of directors as a whole, approves the engagement letter with respect to audit, tax and review

Other fees are subject to pre-approval by the audit committee and/or the board of directors.

Any services and fees of BDO are

also approved pursuant to the pre-approval policy of the Company.

Provision of the above-mentioned services was

approved by our audit committee.

Exhibits and Financial Statement

The following documents are filed as part of this Report:

(a) The following documents are

filed as part of this Report:

(1) Financial Statements .

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Financial Statements and Supplementary Data ” of this Annual Report:

Report of Independent Registered Public Accounting Firm (BDO India LLP;

Report of Independent Registered Public Accounting Firm (BDO India Services Private Limited;

Mumbai, India;

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because the information required is not applicable or the required information is shown in the financial statements or notes thereto.

(3) Exhibits.

Exhibit Number

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2016 Incentive Stock Plan (1)+

Employment Agreement with Dr, Sudhir Srivastava (2)

Employment Agreement with Dr.

Sudhir Srivastava (3) +

Employment Agreement with Dr.

Vishwajyoti P.

Srivastava (3)+

Employment Agreement with Anup Sethi (2)+

Employment Agreement with Barry F.

Promissory Note made in favor of Sushruta Pvt.

Services Agreement with Milan Rao (4)+

Form of Director Appointment Agreement (1)+

Form of Indemnification Agreement (1)+

Offer Letter and Sanction Letter with HDFC Bank (3)

Code of Ethical Conduct (1)

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List of Subsidiaries (5)

Consent of BDO India Services Private Limited (6)

Section 302 Certification by Chief Executive Officer (6)

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No.

(1) Filed as an exhibit to the

Company’s Registration Statement on Form S-1 (File No.

333-216054) and incorporated herein by reference.

Filed as an exhibit to the Company’s Current Report on Form 8-K filed on April 19, 2023 and incorporated herein by reference.

Filed as an exhibit to the Company’s Current Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed on August 8, 2023 and incorporated herein by reference.

(2) Filed as an exhibit to the

Company’s Current Report on Form 8-K filed on April 19, 2023, and incorporated herein by reference.

(3) Filed as an exhibit to the Company’s Registration Statement

on Form S-1 (File No.

333-293114) and incorporated herein by reference.

(4) Filed as an exhibit to the Company’s Current Report

on Form 8-K, filed on January 8, 2026, and incorporated herein by reference.

(5) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on April 15, 2025,

and incorporated herein by reference.

(6) Filed herewith.

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SS INNOVATIONS INTERNATIONAL, INC.

April 15, 2025

/s/ Sudhir Srivastava

Sudhir Srivastava, M.D.,

Chairman, Chief Executive Officer and Director

March 10, 2026

/s/ Sudhir Prem Srivastava

Sudhir Prem Srivastava, M.D.

Chairman and Chief Executive Officer

(Principal Executive Officer)

April 15, 2025

/s/ Anup Sethi

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and

on the dates indicated:

April 15, 2025

/s/ Sudhir Srivastava

Sudhir Srivastava, M.D.,

/s/ Milan Rao

Global Chief Operating Officer

And Chief Financial Officer

Pursuant to the requirements of the

Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the

capacities and on the dates indicated:

March 10, 2026

/s/ Sudhir Prem Srivastava

Sudhir Prem Srivastava, M.D.

Chairman, Chief Executive Officer and Director

(Principal Executive Officer)

April 15, 2025

/s/ Anup Sethi

March 10, 2026

/s/ Milan Rao

Chief Financial Officer

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Principal Accounting Officer)

April 15, 2025

March 10, 2026

/s/ Vishwajyoti P.

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Srivastava, M.D.,

President, Chief Operating Officer – South Asia and Director

April 15, 2025

Chief Executive Officer – Asia Pacific and Director

March 10, 2026

Chief Operating Officer – Americas and Director

April 15, 2025

March 10, 2026

/s/ Mylswamy Annadurai

Mylswamy Annadurai,

April 15, 2025

March 10, 2026

INDEX TO CONSOLIDATED

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (BDO India LLP;

Report of Independent Registered Public Accounting Firm (BDO India Services Private Limited;

Mumbai, India;

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Notes to Consolidated Financial Statements F-8

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

SS Innovations International Inc.

405, 3 rd Floor, iLabs Info Technology

Udyog Vihar, Phase III

Gurugram, Haryana 122016, India

Gurugram, India

Opinion on the Consolidated

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(the “Company”) as of December 31, 2025 and 2024, the related

consolidated statements of operations and comprehensive loss, consolidated statements of changes in equity, and cash flows for each of

the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December

31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended , in conformity with accounting

consolidated statements of operations and comprehensive loss, consolidated statements of changes in equity, and consolidated statements

of cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

at December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting

principles generally accepted in the United States of America.

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Ability to Continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements,

the Company has suffered recurring losses from operations and has negative cash flows from operating activities during the year ended

December 31, 2024.

The accompanying consolidated financial

statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial

statements, the Company has suffered recurring losses from operations and has negative cash flows from operating activities during the

year ended December 31, 2025.

The Company is dependent on further funding to meet its obligations to sustain its operations.

These conditions raise

substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters

are also described in Note 1 to the consolidated financial statements.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to this matter

is also described in Note 1 to the consolidated financial statements.

These consolidated financial statements do not include any adjustments

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engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

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Accordingly, we express no such opinion.

Our audits included performing procedures to

assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

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consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is

a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated

to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter

in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matter

communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or

required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated

financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical

audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating

the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which

Determination of Standalone Selling Price

As described in Note 2 to the consolidated financial

statements, during the year ended December 31, 2024, the Company recognized revenue for system sale arrangements of approximately $19.46

The Company’s system sale arrangements could include a combination of the following performance obligations:

system accessories or instruments and extended warranty.

For multiple-element arrangements, revenue is allocated to each distinct performance

obligation based on its relative standalone selling price (“SSP”).

SSP are based on observable prices at which the Company

separately sells the products or services.

If a SSP is not directly observable, then management estimates the SSP considering market conditions

and entity-specific factors including historical pricing data, features and functionality of the products and services and industry data.

statements, during the year ended December 31, 2025, the Company recognized revenue for system sale arrangements of $38,353,048.

The Company’s

system sale arrangements could include a combination of the following performance obligations:

system accessories or instruments

and extended warranty.

For multiple-element arrangements, revenue is allocated to each distinct performance obligation based on its relative

standalone selling price (“SSP”).

SSP are based on observable prices at which the Company separately sells the products or

If a SSP is not directly observable, then management estimates the SSP considering market conditions and entity-specific factors

including historical pricing data, features and functionality of the products and services and industry data.

We identified the determination of the SSP of

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SSP assumptions.

(Signed BDO India, LLP )

/s/ BDO India Services Private Limited (predecessor

Firm BDO India LLP)

We have served as the Company’s auditor since

Gurugram, India

April 15, 2025

March 10, 2026

SS INNOVATIONS INTERNATIONAL, INC.

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Total Current Assets

Non- Current Assets:

Property, plant, and equipment, net

Right of use asset

Deferred tax assets, net

Accounts receivable, net

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Prepaids and other non current assets

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

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Notes payable

Current maturities of long-term debt

Current portion of operating lease liabilities

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Total Current Liabilities

Non- Current Liabilities

Operating lease liabilities, less current portion

Deferred Revenue- non-current

Deferred Revenue

Other non current liabilities

Total Non-Current Liabilities

Total Liabilities

Commitments and contingencies

Stockholders’ equity:

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Accumulated other comprehensive income (loss)

Common stock to be issued, 12,500 shares

( 2,022,660 )

Additional paid in capital

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Interest Expense

( 1,108,637 )

Interest and other income, net

TOTAL OTHER EXPENSE, NET

TOTAL INCOME / (EXPENSE), NET

LOSS BEFORE INCOME TAXES

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Foreign currency translation loss

Retirement Benefit (net of tax)

( 1,225,696 )

Retirement Benefit

RECLASSIFICATION ADJUSTMENTS:

Retirement Benefit (1)

Income tax effects relating to retirement benefit

TOTAL OTHER COMPREHENSIVE LOSS

( 1,273,035 )

TOTAL COMPREHENSIVE LOSS

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$ ( 19,705,323 )

(1) These are reclassified to net loss and are included in other expense in the consolidated statements of operations.

The accompanying notes are an integral part of

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Stock to be Issued

Preferred Stock

Common Stock to be Issued

comprehensive

Stockholders’

as at December 31, 2022

income (loss)

Balance as at December 31, 2023

( 24,511,350 )

Stock compensation

Common stock issued against exercise of warrants

Stock issued for services

( 19,151,197 )

recapitalization

of notes payable to equity

issued for services

stock issued against exercise of warrants

stock issued against exercise of options

( 19,705,323 )

Balance as at December 31, 2024

( 43,662,547 )

as at December 31, 2023

Stock compensation

Common stock issued against exercise of warrants

Conversion of notes payable to equity

Stock issued for services

( 1,273,035 )

stock issued against exercise of warrants

issued for services

( 12,127,387 )

( 13,400,422 )

as at December 31, 2024

Balance as at December 31, 2025

( 2,022,660 )

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SS INNOVATIONS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS

OF CASH FLOWS

STATEMENTS OF CASH FLOWS

For the Year Ended

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Property, plant and equipment written off

Credit loss reserve

Shares issued to investors and advisors

Provision for credit loss reserve, net

Deferred income tax benefit

Stock compensation expense

Provision for slow moving inventory

Changes in operating assets and liabilities:

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Accounts payable

Income taxes payable, net

Accrued expenses & other liabilities

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Purchase of property, plant and equipment

( 3,659,058 )

Net cash used in investing activities

( 3,659,058 )

Cash flows from financing activities:

Proceeds from issuance of common stock against warrants and options

Proceeds from bank overdraft facility (net)

Proceeds from issuance of promissory notes to principal shareholder

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Proceeds from issuance of convertible notes to other investors

Proceeds from bank overdraft facility (net)

Repayment of term loan

Proceeds from warrant exercised pending allotment

Repayment of convertible notes to principal shareholder, including interest

( 4,212,637 )

Repayment of convertible notes to other investors, including interest

( 1,068,849 )

Net cash provided by financing activities

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Effect of exchange rate on cash

Cash and cash equivalents at the beginning of the year^

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at end of the year

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Supplemental disclosure of cash flow information:

Conversion of convertible notes into common stock

Conversion of convertible notes into common stock, including interest

Transfer of systems from inventory to property, plant and equipment

Transfer of systems from property, plant and equipment to inventory

The accompanying notes are an integral part of

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SS INNOVATIONS INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL

NOTE 1 – FINANCIAL STATEMENTS

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November 5, 2015, the Company’s corporate name was changed to Avra Medical Robotics, Inc.

On April 14, 2023, a wholly owned subsidiary of

the Company merged with CardioVentures, Inc., a Delaware corporation (“ CardioVentures ”), the indirect parent of Sudhir

Srivastava Innovations Pvt.

Ltd., an Indian private limited company engaged in the business of developing innovative surgical robotic

technologies.

As a result of the transaction, a “ change in control ” of the Company took place.

In addition, among other

matters, the Company changed its name to “ SS Innovations International, Inc.

” and implemented a one for ten reverse

The financial statements, financial information, share and per share information contained in this report reflect the operations

of both the Company and CardioVentures and give pro forma effect to the 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 (“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.

On April 14, 2023, a wholly owned subsidiary

of the Company, AVRA-SSI Merger Corporation (“ Merger Sub ”) merged with CardioVentures, Inc., a Delaware corporation

(“ CardioVentures ”), the indirect parent of Sudhir Srivastava Innovations Pvt.

Ltd., an Indian private limited company

engaged in the business of developing innovative surgical robotic technologies.

As a result of the transaction, a “ change in

control ” of the Company took place.

In addition, among other matters, the Company changed its name to “ SS Innovations

International, Inc.

” and implemented a one for ten reverse stock split.

The Transaction 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.

Cardio Bahamas, making Cardio Ventures Inc.

the ultimate holding company.

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

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statements have been prepared on a consolidated basis and reflect the financial statements of SS Innovations International, Inc.

of its subsidiaries (“Group”).

all of its subsidiaries (“Company”).

The standalone financial statements of subsidiaries

are fully consolidated on a line-by-line basis.

Intra-group balances and transactions, and gains and losses arising from intra-group transactions,

are eliminated while preparing consolidated financial statements.

Intra-group balances and transactions, and gains and losses arising from intra-group

transactions, are eliminated while preparing consolidated financial statements.

Accounting policies of the respective individual

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in such accounts and do not believe that there is any material credit risk to our cash.

Concentration of credit risk with respect to accounts

receivable is limited due to the wide variety of customers to whom our products are sold.

Receivables from individual customers exceeding

10% of our total receivables as of December 31, 2024, and 2023 are disclosed separately in Note-6.

Concentration of credit risk with respect to

accounts receivable is limited due to the wide variety of customers to whom our products are sold.

Receivables from individual customers

exceeding 10% of our total receivables as of December 31, 2025, and 2024 are disclosed separately in Note-6.

Going Concern

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of the date these consolidated financial statements are issued.

The Company has a working capital surplus of $ 6,086,069 and an accumulated

deficit of $ 43,662,547 as of December 31, 2024.

The Company also had a net loss of $ 19,151,197 for the year ended December 31, 2024, which

was mainly on account of non-cash items like stock compensation expense of $ 14,342,784 and depreciation and amortization of $ 436,005 .

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 consolidated financial statements are issued.

Management recognizes that the Company must obtain

additional resources to successfully implement its business plans.

The Company has been able to augment its financial resources to further

supplement its operations.

Subsequent to year end, the Company has issued the convertible notes of $ 28,000,000 which has been converted

into Company’s common stock in March 2025.

This conversion of funds has resulted in a significant improvement in the Company’s

stockholders’ equity and working capital position.

As of December 31, 2025, the Company had a working capital surplus of

$ 22,558,961 (December 31, 2024:

$ 6,086,069 ) and an accumulated deficit of $ 55,789,934 (December 31, 2024:

$ 43,662,547 ).

ended December 31, 2025, the Company incurred a net loss of $ 12,127,387 , compared to a net loss of $ 19,151,197 for the year ended December

The net loss for the year ended December 31, 2025 was primarily attributable to non-cash expenses, including stock-based compensation

of $ 8,128,103 and depreciation and amortization of $ 1,075,907 .

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

These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year

after the date that the consolidated financial statements are issued.

On March 6, 2026 (the “ Closing Date ”),

the Company completed a private placement of its common stock which generated gross proceeds of $ 18,621,498 , before deducting offering

In the offering, we offered and sold (shares are

under issuance as on the date of Annual Report) a total of 5,774,839 shares of common stock consisting of:

● an aggregate of 1,300,006 shares of common stock at an average

price of $ 4.00 per share for a total of $ 5,197,000 to directors, details of the same are as below:

shares to Dr.

Sudhir Srivastava, our Chairman and Chief Executive Officer at $ 4.01 per share amounting to $ 2,000,000 ;

shares to Dr.

Frederic Moll, our Vice Chairman at $ 3.99 per share amounting to $ 2,000,000 ;

shares to Tim Adams, a director at $ 3.99 per share amounting to $ 1,197,000 ;

● an aggregate

of 4,474,833 shares of common stock at $ 3.00 per share and total consideration of $ 13,424,498 , to existing and new investors, led by

Manipal Global Health Services, an existing shareholder.

SSi intends to use the net proceeds from this

private placement for working capital and other general corporate purposes, which include, but are not limited to advancing the Company’s

our growth initiatives in India and other existing global markets and supporting preparation for entry into the United States and European

Union markets.

However, the Company’s existing cash resources

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through the next twelve (12) months.

The management of the Company is making efforts to raise further funding to scale up operations and

meet its longer-term capital needs.

While management of the Company believes that it will be successful in its capital formation and planned

expansion of its operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be

successful in generating additional revenues and ultimately achieving profitability.

The accompanying financial statements do not include

any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification

of liabilities that may result from the possible inability of the Company to continue as a going concern.

MERGER ACCOUNTING

On April 14, 2023, a wholly owned subsidiary of

the Company merged with CardioVentures, Inc., a Delaware corporation, the indirect parent of Sudhir Srivastava Innovations Pvt.

an Indian private limited company.

As a result of the transaction, a “change in control” of the Company took place.

among other matters, the Company changed its name to “SS Innovations International, Inc.” and implemented a one for ten reverse

The consolidated financial statements, financial information and share and per share information contained in this report

reflect the operations of both the Company and CardioVentures and give pro forma effect to the reverse stock split.

The CardioVentures Merger was accounted for as

a reverse-merger, and recapitalization in accordance with generally accepted accounting principles (“GAAP”).

For financial

reporting purposes, SS Innovations International Inc.

was the acquirer and AVRA was the acquired company.

Consequently, the assets and

liabilities and operations reflected in the historical financial statements prior to the CardioVentures Merger are consolidated assets

and liabilities of AVRA and SS Innovations International Inc.

and have been recorded at historical cost basis.

The financial statements

after completion of the CardioVentures Merger include the assets and liabilities of AVRA and SS Innovations International Inc.

The management of the Company is making efforts to raise further funding to scale up operations

and meet its longer-term capital needs.

While management of the Company believes that it will be successful in its capital formation

and planned expansion of its operating activities, there can be no assurance that the Company will be able to raise additional equity

capital or be successful in generating additional revenues and ultimately achieving profitability.

The accompanying consolidated financial

statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or

the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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 financial statements and the reported amounts of revenues and expenses during the

reporting period.

contingent assets and liabilities at the date of the 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.

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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(d) Accounts Receivable and Allowance for Expected Credit Loss

The Company’s account receivables are due from customers relating

to contracts to supply surgical robotic systems, instruments, and accessories and to provide post sales warranty/maintenance services.

The Company also sells surgical robotic systems under deferred payment arrangements and in such cases, the amounts due and recoverable

beyond the one year period at the balance sheet date are classified as long-term receivables.

The Company’s account receivables are

due from customers relating to contracts to supply surgical robotic systems, instruments, and accessories and to provide post sales

warranty/maintenance services.

The Company also sells surgical robotic systems under deferred payment arrangements and in such

cases, the amounts due and recoverable beyond the one year period at the balance sheet date are classified as long-term receivables.

Collateral is currently not required.

Company also maintains allowances for credit losses for estimated losses resulting from the inability of the Company’s customers

to make payments.

The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history

and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability

to make payments as well as historical collection trends for its customers as a whole.

Based on this review, the Company specifically

reserves for those accounts deemed uncollectible or likely to become uncollectible.

When receivables are determined to be uncollectible,

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

The allowance for credit losses as of December 31,

2024, and December 31, 2023, amounted to $ 545,799 and $ NIL respectively.

The Company also maintains allowances for credit losses for estimated losses resulting from

the inability of the Company’s customers to make payments.

The Company periodically reviews these estimated allowances,

including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and

current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for

its customers as a whole.

Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely

to become uncollectible.

When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are

deducted from the allowance.

The allowance for credit losses as of December 31, 2025, and December 31, 2024, amounted to $ 896,180

and $ 545,799 respectively.

(e) Employee Benefits

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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.

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 18 - Employee Benefit Plans to the consolidated

financial statements for details.

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 consolidated financial statements for details.

(f) Foreign Currency Translation

The Company’s reporting currency is U.S.

The functional currency of the Company is the U.S.

The functional currency of the Company’s subsidiary in India

is Indian National Rupee (“INR”).

The functional

currency of the Company is the U.S.

The functional currency of the Company’s subsidiary in India is Indian National Rupee

Transactions denominated in INR are translated to U.S.

dollars at rates which approximate

those in effect on the transaction dates.

Monetary assets and all liabilities denominated in foreign currencies on December 31, 2024 and

December 31, 2023 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 $ 15,228 and $ 22,855 for the years ended December 31, 2024 and 2023, respectively.

dollars at rates which approximate those in effect on the

transaction dates.

Monetary assets and all liabilities denominated in foreign currencies on December 31, 2025 and December 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 $ 113,842 and $ 15,228 for the years ended December 31, 2025 and 2024, respectively.

The functional currency of each entity in the

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The relevant translation rates are as follows:

for the year ended December 31, 2023, closing rate at 83.19 USD/INR, average rate at 82.96 USD/INR.

for the year ended December 31, 2024,

closing rate at 85.58 USD/INR, average rate at 84.39 USD/INR.

(g) Inventory

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which are not yet assembled/manufactured.

The inventory is valued at the lower

of cost (first-in, first-out) or estimated net realizable value.

The inventory is valued at the

lower of cost (first-in, first-out) or estimated net realizable value.

(h) Cost of Sales

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the Mantra System.

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

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

manufacturing process.

(i) Selling and Administrative Expenses

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ASC Topic 820, Fair Value Measurements

and Disclosures defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability

and Disclosures define fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability

in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that

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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.

and model-derived valuations whose inputs are

observable or whose significant value drivers are observable.

Level III — Instruments whose significant value drivers are unobservable.

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to market risk with regard to these funds.

The Company’s exposure to credit risk on account receivable is influenced mainly by the

individual characteristic of each customer and the concentration of risk from the top few customers.

The Company’s exposure to credit risk on account receivable is influenced mainly by

the individual characteristic of each customer and the concentration of risk from the top few customers.

To mitigate this risk the Company

evaluates the creditworthiness of its customers in conjunction with its revenue recognition processes as well as through its ongoing collectability

assessment processes for accounts receivable.

The Company does not enter into or trade financial instruments, including derivative financial

instruments, for speculative purposes.

evaluates the creditworthiness of its customers in conjunction with its revenue recognition processes as well as through its ongoing

collectability assessment processes for accounts receivable.

The Company does not enter into or trade financial instruments, including

derivative financial instruments, for speculative purposes.

(l) Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments,

litigation, fines and penalties, and other sources are recognized when it is probable that a liability has been incurred, and the amount

of the assessment and/or remediation can be reasonably estimated.

A disclosure for a contingent liability is made when there is a possible

obligation that may require an outflow of resources.

When there is a possible obligation or a present obligation in respect of which the

likelihood of an outflow of resources is remote, no provision or disclosure is made.

Legal costs incurred in connection with such liabilities

are expensed as they are incurred.

Liabilities for loss contingencies arising from

claims, assessments, litigation, fines and penalties, and other sources are recognized when it is probable that a liability has been

incurred, and the amount of the assessment and/or remediation can be reasonably estimated.

A disclosure for a contingent liability is

made when there is a possible obligation that may require an outflow of resources.

When there is a possible obligation or a present obligation

in respect of which the likelihood of an outflow of resources is remote, no provision or disclosure is made.

Legal costs incurred in

connection with such liabilities are expensed as they are incurred.

Capital commitments are disclosed in the consolidated financial statements.

(m) Revenue Recognition

The Company recognizes revenue in accordance with

Accounting Standards Codification, or ASC606, the core principle of which is that an entity should recognize revenue to depict the transfer

of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to

receive in exchange for those goods or services.

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.

The Company recognizes revenue in accordance

with Accounting Standards Codification, or ASC606, the core principle of which is that an entity should recognize revenue to depict the

transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled

to receive in exchange for those goods or services.

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

be recognized:

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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In cases where a deferred payment

arrangement exists, revenue is recognized at the present value of the consideration receivable, adjusted by the present value of any extended

warranty obligations.

arrangement exists, revenue is recognized at the present value of the consideration receivable, adjusted by the present value of any

extended warranty obligations.

Standalone Selling Price:

Our system sale arrangements contain multiple products and services,

including system, accessories, instruments and services.

Other than services, we generally deliver all of the products upfront.

these products and services is a distinct performance obligation.

System, instruments, accessories and services are also sold on a standalone

For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling

Standalone selling prices are based on observable prices at which we separately sell the products or services.

If a standalone

selling price is not directly observable, then we estimate the standalone selling prices considering market conditions and entity-specific

factors including, but not limited to, historical pricing data, features and functionality of the products and services and industry benchmark.

We regularly review standalone selling prices and maintain internal controls over establishing and updating these estimates.

is allocated to the service obligation is deferred and recognized ratably over the service period upon expiration of first year of service

which is free and included in the system sale arrangements.

Our system sale arrangements contain multiple

products and services, including system, accessories, instruments and services.

Other than services, we generally deliver all of the

products upfront.

Each of these products and services is a distinct performance obligation.

System, instruments, accessories and services

are also sold on a standalone basis.

For multiple-element arrangements, revenue is allocated to each performance obligation based on

its relative standalone selling price.

Standalone selling prices are based on observable prices at which we separately sell the products

If a standalone selling price is not directly observable, then we estimate the standalone selling prices considering market

conditions and entity-specific factors including, but not limited to, historical pricing data, features and functionality of the products

and services and industry benchmark.

We regularly review standalone selling prices and maintain internal controls over establishing and

updating these estimates.

Revenue that is allocated to the service obligation is deferred and recognized ratably over the service period

upon expiration of first year of service which is free and included in the system sale arrangements.

Key Terms of Customer Contracts

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Finalization of Product and Price:

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

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:

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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.

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.

Transfer of Risk and Rewards:

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

The risks and rewards associated with

the system are transferred to the customer upon delivery to their premises.

Instrument and accessories sales:

We also sell instruments for use by surgeons in

conjunction with the use of our surgical robotic systems.

These instruments are consumable items for our hospital customers, and we recognize

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

We also sell instruments for use by surgeons

in conjunction with the use of our surgical robotic systems.

These instruments are consumable items for our hospital customers, and we

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

Warranty and Annual Maintenance Contract Sales:

By application of ASC 606, a portion of the equipment sales value which

is attributable towards the component of annual maintenance contracts is shown separately as Warranty sales.

Once the assurance warranty

or standard warranty periods are over, the actual maintenance contracts become effective and actual income from maintenance contracts

is recognized as a distinct revenue stream.

By application of ASC 606, a portion of the equipment

sales value which is attributable towards the component of annual maintenance contracts is shown separately as Warranty sales.

assurance warranty or standard warranty periods are over, the actual maintenance contracts become effective and actual income from maintenance

contracts is recognized as a distinct revenue stream.

Lease Income:

Under ASC 842, in cases where the systems are installed on a pay per

procedure basis, the Company earns revenue which is a mix of fixed and variable components.

Variable component consists of revenue share

which is agreed based on the number and type of procedures performed by the customer, while the fixed component involves an agreed amount

which the customer is obliged to pay over the lease term.

Accordingly, the fixed component is recognized on a straight-line basis as lease

Since the title to the system is not getting transferred to the counterparty, hence the cost relating to those systems is capitalized

under property, plant and equipment and accordingly depreciation is charged over its period of useful life.

Under ASC 842, in cases where the systems are

installed on a pay per procedure basis, the Company earns revenue which is a mix of fixed and variable components.

Variable component

consists of revenue share which is agreed based on the number and type of procedures performed by the customer, while the fixed component

involves an agreed amount which the customer is obliged to pay over the lease term.

Accordingly, the fixed component is recognized on

a straight-line basis as lease income.

Since the title to the system is not getting transferred to the counterparty, hence the cost relating

to those systems is capitalized under property, plant and equipment and accordingly depreciation is charged over its period of useful

(n) Property Plant & 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 the straight-line method at rates determined as per estimated useful lives of the assets.

The estimated useful lives used in in

calculating depreciation are as follows:

Property Plant & Equipment depreciated using

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

The estimated useful lives used in in calculating

depreciation are as follows:

Computer & peripherals

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Plant and machinery

Research & Development equipment

Server & networking

Pay per use system

Pay per use systems

(o) Long-lived Assets

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before they are exercised and the expected volatility of our stock.

As of December 31, 2024, the Company has issued

two types of equity incentives:

Stock Options :

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These do not require the employee to exercise any options.

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

The Company uses last three months’ average share price

of common stock on OTC exchange as grant date fair value for RSUs.

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 (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

expense in the Consolidated Statements of operations and comprehensive loss for both employees and non-employee directors based on the

grant-date fair value of the awards.

These costs are recognized on a straight-line basis over the requisite service period, or until the

date at which the recipient becomes eligible for retirement, if shorter.

Forfeitures of equity awards are accounted for as they occur.

expense in the condensed consolidated statement of operations and comprehensive loss for both employees and non-employee directors based

on the grant-date fair value of the awards.

These costs are recognized on a straight-line basis over the requisite service period, or

until the date at which the recipient becomes eligible for retirement, if shorter.

Forfeitures of equity awards are accounted for as

The Company accounts for equity instruments issued

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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.

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.

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.

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.

The Company has a valuation allowance due to management’s

overall assessment of risks and uncertainties related to its future ability in the U.S.

to realize and, hence, utilize certain deferred

tax assets, primarily consisting of net operating losses (“NOLs”), carry forward temporary differences and future tax deductions.

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

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

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 overall assessment of risks and uncertainties related to its future ability in the U.S.

to realize and, hence, utilize

certain deferred tax assets, primarily consisting of net operating losses (“NOLs”), carry forward temporary differences and

future tax deductions.

The effective tax rate for annual and interim

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of basic and diluted earnings per share:

Year ended December 31,

( 12,127,387 )

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(s) Research and Development Costs

Research and development costs are expensed as incurred and include

costs of material, salaries, benefits and other headcount-related costs, contract and other outside service fees, and facilities and overhead

In accordance with ASC Topic 730 Research and

development costs are expensed as incurred and include costs of material, salaries, benefits and other headcount-related costs, contract

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

(t) Fair Value of Financial Instruments

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Early adoption is permitted.

We are currently evaluating the impact of

this pronouncement on our disclosures and our consolidated financial statements.

In November 2023, FASB issued ASU No.

Segment Reporting (“ASC Topic 280”):

Improvements to Reportable Segment Disclosures.

This ASU improves reportable segment

disclosure requirements on an annual and interim basis for all public entities by requiring disclosure of significant segment expenses

that are regularly reviewed by the chief operating decision maker (“CODM”) and included within each reported measure of segment

profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s

profit or loss and assets.

The ASU also allows, in addition to the measure that is most consistent with U.S.

GAAP, the disclosure of additional

measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted.

We adopted this ASU on December 31, 2024, and

applied the amendment retrospectively to all periods presented in our consolidated financial statements (refer to Note 3, Segments, for

further details).

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

We are currently evaluating the impact

of this pronouncement on our disclosures and our consolidated financial statements.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments-Credit

Losses (“ASC Topic 326”):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

This ASU provides a practical

expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions

accounted for under ASC Topic 606.

The ASU will be effective for annual reporting periods beginning after December 15, 2025, including

interim periods within those years, with early adoption permitted.

We are currently evaluating the impact of this ASU and does not expect

it to have a material effect on the consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (“ASC

Narrow-Scope Improvements.

This ASU provides a comprehensive list of interim disclosures that are required by U.S.

GAAP and incorporates disclosure principle of material events or changes occurred since the prior year-end.

The ASU will be effective

for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

currently evaluating the impact of this ASU on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income

Taxes (Topic 740):

Improvements to Income Tax Disclosures.

Under this ASU, public entities must annually (1) disclose specific

categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold

(if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income

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.

Under this ASU, public entities must annually (1) disclose specific categories

in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect

of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income 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 adopted this ASU effective for this Annual

Report on Form 10-K for the year ended December 31, 2025.

(refer to Note 16, Income Tax, for further details)

The Company determines if an arrangement is a

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as expense in the period in which the obligation is incurred.

Lease payments include payments for common area maintenance, utilities such

as electricity, heating and water, among others, and property taxes, and other similar payments paid to the landlord, which are treated

as non-lease component.

Lease payments include payments for common area maintenance, utilities

such as electricity, heating and water, among others, and property taxes, and other similar payments paid to the landlord, which are

treated as non-lease component.

The Company accounts for lease-related concessions

in accordance with guidance in Topic 842, Leases, to determine, on a lease-by-lease basis, whether the concession provided by lessor should

be accounted for as a lease modification.

The Company accounts for a modification as a separate

contract when it grants an additional right of use not included in the original lease and the increase is commensurate with the standalone

price for the additional right of use, adjusted for the circumstances of the particular contract.

Modifications which are not accounted

for as a separate contract are reassessed as of the effective date of the modification based on its modified terms and conditions and

the facts and circumstances as of that date.

Upon modification, the Company remeasures the lease liability to reflect changes to the remaining

lease payments and discount rates and recognizes the amount of the remeasurement of the lease liability as an adjustment to the ROU assets.

However, if the carrying amount of the ROU assets is reduced to zero as a result of modification, any remaining amount of the remeasurement

is recognized as an expense in Consolidated Statements of Operations and Comprehensive Loss.

in accordance with guidance in Topic 842, Leases, to determine, on a lease-by-lease basis, whether the concession provided by lessor

should be accounted for as a lease modification.

The Company accounts for a modification as a

separate contract when it grants an additional right of use not included in the original lease and the increase is commensurate with

the standalone price for the additional right of use, adjusted for the circumstances of the particular contract.

Modifications which

are not accounted for as a separate contract are reassessed as of the effective date of the modification based on its modified terms

and conditions and the facts and circumstances as of that date.

Upon modification, the Company remeasures the lease liability to reflect

changes to the remaining lease payments and discount rates and recognizes the amount of the remeasurement of the lease liability as an

adjustment to the ROU assets.

However, if the carrying amount of the ROU assets is reduced to zero as a result of modification, any remaining

amount of the remeasurement is recognized as an expense in Consolidated Statements of Operations and Comprehensive Loss.

The Company reviews ROU assets for impairment

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

Sales-type Leases

Classification

In determining whether a transaction should be classified as a sales-type

or operating lease (whether fixed-payment or usage-based), the Company considers the following terms at lease commencement:

title of the system transfers automatically or for a nominal fee by the end of the lease term;

(2) whether the present value of the minimum

lease payments equals or exceeds substantially all of the fair value of the leased system;

(3) whether the lease term is for the major

part of the remaining economic life of the leased system;

(4) whether the lease grants the lessee an option to purchase the leased system

that the lessee is reasonably certain to exercise;

and (5) whether the underlying system is of such a specialized nature that it is expected

to have no alternative use to the Company at the end of the lease term.

However, if classifying a lease as a sales-type lease would result

in a selling loss at commencement (day-one selling loss), the Company classifies such lease as an operating lease.

Derecognition and Selling Profit

At the commencement date of a qualifying sales-type lease, the Company

derecognizes the underlying asset and recognizes a net investment in the lease, which includes (i) the present value of future lease

payments, (ii) any guaranteed or unguaranteed residual value, and (iii) unearned interest income.

The resulting selling profit or loss

is measured as the difference between the net investment in the lease and the carrying amount of the derecognized asset.

Variable lease payments

Variable lease payments under the arrangement do not depend on an index

or a rate but are instead based on the customer’s actual usage of the leased equipment or related surgical activity.

Because such payments

are usage-based, they are excluded from the initial measurement of the lease.

SSII recognizes these variable amounts as revenue in the

period in which the underlying surgical procedures occur, consistent with the terms of the pay-per-use arrangement.

Interest Income Recognition

Interest income on sales-type leases is recognized using the rate implicit

in the lease so as to produce a constant periodic rate of return on the net investment.

Credit Losses

The Company applies the current expected credit loss (“CECL”)

model to its net investment in sales-type leases.

Expected credit losses are estimated based on historical loss experience, current conditions,

and reasonable and supportable forecasts.

The allowance for credit losses is reassessed each reporting period and included as a contra-asset

to the net investment in sales-type leases.

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.

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 Consolidated Statements of Comprehensive Loss.

Total foreign currency

transaction gains and losses were immaterial for the years ended December 31, 2024, and 2023.

foreign currency transaction gains and losses were immaterial for the years ended December 31, 2025, and 2024.

NOTE 3 – SEGMENT INFORMATION

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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.

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 year ended December 31, 2025, and

2023, the Company’s revenues from within India accounted for 92 % and 91 % respectively of total revenue, while revenue from the Company’s

markets outside India accounted for 8 % and 9 %, 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.

2024, the Company’s revenues from within India accounted for 87 % and 92 % respectively of total revenue, while revenue from the

Company’s markets outside India accounted for 13 % and 8 %, 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

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primarily of property, plant and equipment.

As of December 31, 2024, and 2023, 100 % of long-lived assets were in India.

As of December 31, 2025, and 2024, 95 % of long-lived assets were in India and 5 % were outside

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT, NET

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Plant and machinery

R & D equipment

Server & networking

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Accumulated depreciation

Depreciation expenses for the year ended December 31, 2024, and December

31, 2023, amounted to $ 436,005 and $ 152,738 respectively.

From its inventory, the Company decided to use

4 systems for demonstration purposes.

As at December 31, 2024, three systems are placed in Company’s premises while 1 system is

placed at partner’s location.

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

NOTE 5 – REVERSE RECAPITALIZATION

The Transaction

On April 14, 2023 (“Closing” ),

the Company consummated the acquisition of CardioVentures, Inc., a Delaware corporation ( “CardioVentures” ), pursuant

to a Merger Agreement dated November 7, 2022 (the “Merger Agreement” ).

This agreement was executed among AVRA-SSI Merger

Corporation, a wholly owned subsidiary of the Company ( “Merger Sub” ), CardioVentures, and Dr.

Sudhir Srivastava, who,

through his holding company, owned a controlling interest in CardioVentures.

At Closing, Merger Sub merged with and into CardioVentures

(the “Merger”), with CardioVentures being determined as the accounting acquirer for financial reporting purposes in accordance

with ASC 805.

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

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.

Merger Consideration and Share Issuance:

part of the Merger, holders of CardioVentures’ outstanding common stock, including certain parties who provided interim convertible

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 1,000 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.

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

Frederic Moll and Andrew Economos provided interim financing during 2022, contributing $ 3,000,000 each.

As a result, Dr.

Moll 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.

Economos 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.

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.

( 1,545,923 )

Depreciation expenses for the year ended December

31, 2025, and December 31, 2024, amounted to $ 1,075,907 and $ 436,005 respectively.

The Company deployed eight systems for demonstration

As of December 31, 2025, four systems were located at the Company’s premises, and four systems were installed at a partner’s

These systems remain under the Company’s ownership and control and are therefore capitalized as property, plant, and equipment

in accordance with ASC 360.

NOTE 5 – NET INVESTMENT IN SALE-TYPE

Measurement of net investment

The components of the Company’s investments in sales-type leases,

net as of December 31, 2025 was as follows:

Gross lease receivables

Unearned income

Allowance for credit loss

Net investment in sales-type leases

The net investment in sales-type leases was classified in the consolidated

balance sheets as follows:

Other Current Assets

Long-term investment in sales-type leases, net

Net investment in sales-type leases

Interest income recognition

Interest income under sales-type leases during period ended December

31, 2025 were as follows:

Interest income

Maturity analysis of lease receivables

The following table presents the undiscounted cash flows related to

gross lease receivables as of December 31, 2025

2031 and thereafter

NOTE 6 – ACCOUNTS RECEIVABLE

Accounts receivable consisted of:

Accounts receivable, net (current)

Accounts receivable, net

Accounts receivable, net (non-current)

Total accounts receivable, net

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 $ 3,299,032 (December 31, 2023:

$ 2,365,013 ) may

not be due and collectible in the next one year and thus the Company classified these receivables as non-current.

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 $ 8,566,654 (December 31, 2024:

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

Activity in the allowance for the credit losses

for the year ended December 31, 2025 and 2024 was as follows:

For the Year Ended

Balance at the beginning

Additions charged to expense

Foreign currency translation adjustment

Balance at the end

Details of customers which accounted for 10%

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Percentage of revenue

Percentage of accounts

for year ended

receivable as of

Percentage of accounts

receivables as of

represents less than 1%.

1 unchanged sentence

AND RESTRICTED CASH

For the purpose of consolidated statement of cash

flows, cash, cash equivalents and restricted cash (Current) & (Non-Current) consisted of the following as of December 31, 2024, and

December 31, 2023:

For the purpose of consolidated statement of cash flows, cash, cash

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

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 as of December 31, 2024, and December 31, 2023:

Receivables from statutory authorities

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

Balances from statutory authorities

Prepaid expense- stock compensation current

Security deposit

Net investment in sale-type leases- current

Security deposits

Other prepaid- current assets

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Prepaid expense- stock compensation non current

Net investment in sale-type leases- non current

Security deposits

Other prepaid- non-current Asset

Other prepaid- non current assets

Prepaid and other non current assets

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unamortized portion of common stock granted to advisors for services to be rendered by them in future.

Refer Note 20.

(Refer Note 19 – Stock Compensation

Refer Note-20 for Related Party Balances.

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EXPENSES AND OTHER CURRENT LIABILITIES

Accounts payable and accrued expenses consisted

of the Year ended December 31, 2024 and December 31, 2023:

Accounts payable and accrued current and non-current expenses consisted

of the following:

Accounts payable

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Other accrued liabilities

Provision for Gratuity

Other accrued liabilities- non-current

Total accounts payable, accrued expense and other liabilities

Total accrued liabilities

Provision for gratuity- non current

Client liabilities

Total accrued liabilities- Non Current

Total accounts payable, accrued current and non current liabilities

Accounts payable at $ 5,127,193 as of December 31, 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.

accrued liabilities of $ 1,162,687 as of December 31, 2024 (December 31, 2023:

$ 357,414 ), majorly include accrued expenses of $ 834,291 .

Other accrued

liabilities of $ 5,608,065 as of December 31, 2025 (December 31, 2024:

$ 1,162,687 ), mainly include accrued expenses of $ 1,072,596 and income

tax provision of $ 4,214,339 .

Refer Note-20 for Related Party Balances.

NOTE 10 – NOTES PAYABLE

On April 15, 2023, the Company executed a Convertible

Promissory Note (the “Line of Credit Note”) with Sushruta Pvt Ltd.

(“Sushruta”), the Bahamian holding company

Sudhir Srivastava, our Chairman, Chief Executive Officer, and principal shareholder.

Pursuant to the Line of Credit Note,

SPL, in its discretion may make multiple advances to the Company through December 31, 2023 (the “Maturity Date”), in an aggregate

amount of up to $ 20,000,000 for working capital purposes.

The advances under the Line of Credit Note do not bear interest and are due

and payable on or before the Maturity Date.

Sushruta may, at its option, convert the principal amount of any advance into shares of our

common stock, at a conversion price of $ 0.74 per share.

During the year ended December 31, 2023, $ 16,980,000 in advances that were outstanding

under the Line of Credit Note, were converted into 22,945,945 shares issued to Sushruta at the conversion price of $ 0.74 per share and

as of December 31, 2023, there were no further advances convertible under the Line of Credit Note.

The Company entered into an Agreement with Andrew

Economos and Dr.

Frederic Moll for issuing a convertible redeemable note in the principal amount of $ 3,000,000 each.

The note may be converted

into common shares (without any significant conversion premium on the debt) of the Company’s common stock at valuation of $ 100,000,000 .

As on the date of merger, i.e.

April 14, 2023, Andrew Economos converted $ 3,089,178 (comprising of US$ 3,000,000 of principal and $ 89,178

as interest) of his convertible note into 3,879,938 shares of common stock and Dr.

Frederic Moll converted $ 3,049,364 (comprising of US$

3,000,000 of principal and $ 49,364 as interest) of his convertible note into 3,767,933 shares of common stock.

In February 2024, the Company raised $ 2,450,000 through a private offering

of 7 % One-Year Convertible Promissory Notes (“Notes”) from two affiliates of $ 1,000,000 each and $ 450,000 from three other

investors to finance its ongoing working capital requirements.

These notes are payable in full after 12 months from the respective date

of issuance of these Notes and are convertible at the election of noteholder at any time through the maturity date at a per share price

In April 2024, the Company raised $ 2,000,000 from

its affiliate by issuance of two One-Year 7 % Promissory Notes of $ 1,000,000 each, to meet certain working capital requirements.

Notes are payable in full after 12 months from the respective date of issuance of these Notes.

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

through a private offering of 7 % One-Year Convertible Promissory Notes (“Notes”) from two affiliates of $ 1,000,000 each and

$ 450,000 from three other investors to finance its ongoing working capital requirements.

These notes are payable in full after 12 months

from the respective date of issuance of these Notes and are convertible at the election of noteholder at any time through the maturity

date at a per share price of $ 4.45 .

In April 2024, the Company raised $ 2,000,000

from its affiliate by issuance of two One-Year 7 % Promissory Notes of $ 1,000,000 each, to meet certain working capital requirements.

These Notes are payable in full after 12 months from the respective date of issuance of these Notes.

In July 2024, the Company raised $ 500,000 from

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from its affiliate by issuance of One-Year 7 % Convertible Promissory Notes to finance its ongoing working capital requirements.

Notes are payable in full after 12 months from the respective date of issuance of these Notes and are convertible at the election of noteholder

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

Notes are payable in full after 12 months from the respective date of issuance of these Notes and are convertible at the election of

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

In January 2025, the Company raised $ 28,000,000

from its affiliate by issuance of One-Year 7 % Convertible Promissory Notes to finance its ongoing working capital requirements.

Notes are payable in full after 12 months from the respective date of issuance of these Notes and are convertible at the election of

noteholder 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 $ 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 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 $ 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 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

Refer Note-20 for Related Party Balances.

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Bank Overdraft consisted of:

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

HDFC Bank Ltd overdraft (OD1)

HDFC Bank Ltd overdraft (OD2)

HDFC Bank Ltd overdraft (OD3)

Bank overdraft

The HDFC Bank overdraft (OD1) of $ 4,486,181 is

availed on the basis of lien on the fixed deposits of $ 5,404,300 provided by the Company.

The HDFC Bank overdraft (OD2) is secured by

all the current assets, plant and machinery of the Company and additionally secured by personal guarantees provided by Dr Sudhir Prem

As of December 31, 2024 and 2023, all financial and non-financial covenants under the bank overdraft facility agreement were

complied with by the Company.

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 Prem Shrivastava.

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.

NOTE 12 – BORROWINGS

As part of our efforts to manage working capital

and improve liquidity, we arranged for Axis Bank to issue a Letter of Credit (LC) on behalf of one of our customers, Indraprastha Cancer

Society & Research Centre (RGCI), for $ 452,818 .

This LC was valid for a period of 666 days.

It was classified as a short-term liability

(including interest) for the year ended December 31, 2023, which has been settled by RGCI directly with the Axis Bank during the year

ended December 31, 2024.

Current maturities of long-term debt

The HDFC Bank overdraft facility (OD1), amounting

to $ 4,829,115 , is availed against a lien on fixed deposits totaling $ 5,231,625 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 $ 690,535 in favor of HDFC Bank.

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

Prem Srivastava and Dr.

Vishwajyoti P Srivastava.

As of December 31, 2025, and December 31, 2024, the Company was in compliance with all

financial and non-financial covenants under the bank overdraft facility agreements.

In October 2025, the Company converted its overdraft

facility into a short-term working capital demand loan (“WCDL”) repayable on demand for a period of six months.

secured against the lien on fixed deposits of $ 690,535 in favor of HDFC Bank.

The cash credit facility is sanctioned at an interest 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 and WCDL availed 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 revenue attributable to the warranty is recognized

over the period to which it relates.

During the year ended December 31, 2024, Company had sold 36 surgical robotic systems.

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.

The revenue attributable to the warranty is recognized over the period

to which it relates.

During the year ended December 31, 2025, Company sold 73 surgical robotic systems.

The 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 a deferred payment

5 unchanged sentences

31, 2025, and 2024 respectively.

For year ended

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

3 unchanged sentences

The following table disaggregates our revenue by major source:

For the Year Ended

Instruments sale

Warranty Sales

Warranty sale

Total revenue

1 unchanged sentence

ended December 31, 2025 and 2024 by geographic region (determined based upon customer domicile), were as follows:

For the Year Ended

South America

5 unchanged sentences

common stock are entitled to one vote per share.

Upon the liquidation or dissolution of the Company, its common stockholders

are entitled to receive a ratable share of the available net assets of the Company after payment of all debts and other liabilities.

Company’s shares of common stock have no preemptive, subscription, redemption or conversion rights.

Upon the liquidation or dissolution of the Company, its common stockholders are entitled

to receive a ratable share of the available net assets of the Company after payment of all debts and other liabilities.

The Company’s

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

As of December 31, 2025, there were 194,165,141

4 unchanged sentences

Preferred stock

The Company is authorized to issue up to 5,000,000 shares of preferred

stock, $ 0.0001 par value per share.

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

of December 31, 2024, there were 1,000 (December 31, 2023:

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

shares of preferred stock, $ 0.0001 par value per share.

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

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

1,000 ) issued and outstanding preferred stock.

9 unchanged sentences

Common Stock issued post-Merger

On November 27, 2023, the Company issued 169,118

shares of common stock to Group Chief Financial Officer, Anup Kumar Sethi, which is 20 % of a total grant of 845,592 shares awarded to

him against services pursuant to the Company’s 2016 Incentive Stock Plan.

The balance of 80 % vests in four equal annual instalments

subject to his remaining employed by the Company or its subsidiaries.

On November 27, 2023, the Company issued 549,437

shares of common stock to ninety employees of the Company’s subsidiaries, which is 20 % of a total grant of 2,747,187 shares awarded

to such employees pursuant to the Company’s 2016 Incentive Stock Plan.

The balance 80 % vests in four equal annual instalments subject

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

During the year ended December 31, 2023, $ 16,980,000 in

advances that were outstanding under the Line of Credit Note, were converted into 22,945,946 shares issued to Sushruta Pvt Ltd

at the conversion price of $ 0.74 per share.

During the year ended December 31, 2023, the Company

converted warrants and issued 90,514 shares of our common stock to two accredited investors at $ 4.00 per share receiving $ 362,056 in total

advances that were outstanding under the Line of Credit Note, were converted into 22,945,946 shares issued to Sushruta Pvt

Ltd at the conversion price of $ 0.74 per share.

During the year ended December 31, 2023, the

Company converted warrants and issued 90,514 shares of our common stock to two accredited investors at $ 4.00 per share receiving $ 362,056

in total proceeds.

In December 2023, the Company received $ 50,000

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The total fair value of services is $ 124,207 .

The value of services is calculated at fair market value of shares as

on date of contract.

The value of services is calculated at fair market value of shares

as on date of contract.

During the year ended on December 31, 2023, the

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The total fair value of services is $ 16,721 .

The value of services is calculated at fair market value of shares as on

date of contract.

The value of services is calculated at fair market value of shares as

on date of contract.

During the year ended on December 31, 2023, the

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Company issued 5,835 shares of common stock to Dr.

Vivek Bindal under the terms of his contract for advisory services to be rendered over

a five-year period.

Vivek Bindal under the terms of his contract for advisory services to be rendered

over a five-year period.

The total fair value of services is $ 52,456 .

The value of services is calculated at fair market value of shares as

on date of contract.

On November 27, 2023, the Company issued 169,118

shares of common stock to Group Chief Financial Officer, Anup Kumar Sethi, which is 20 % of a total grant of 845,592 shares awarded to

him against services pursuant to the Company’s 2016 Incentive Stock Plan.

The balance of 80 % vests in four equal annual instalments

subject to his remaining employed by the Company or its subsidiaries.

On November 27, 2023, the Company issued 549,437

shares of common stock to ninety employees of the Company’s subsidiaries, which is 20 % of a total grant of 2,747,187 shares awarded

to such employees pursuant to the Company’s 2016 Incentive Stock Plan.

The balance 80 % vests in four equal annual instalments subject

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

The value of services is calculated at fair market value of shares

as on date of contract.

On March 1, 2024, the Company issued 15,000 shares

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to the Company.

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

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 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 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 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.

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 5year period.

The total value of such services

is $ 196,800 .

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.

On October 1, 2025, the Company issued 28,739 shares

of common stock to four advisors in exchange for advisory services to be rendered.

The shares were issued pursuant to advisory arrangements,

and the value of the services was determined based on the fair market value of the Company’s common stock on the date of issuance.

On October 22, 2025, the Company issued 16,000 shares

of common stock to one individual in exchange for advisory services to be rendered.

The total value of such services is $ 174,200 .

value of services is calculated at the fair market value of the Company’s common stock on the date of the advisory services agreement.

On November 27, 2025, the Company issued 527,325 shares

of common stock to employees pursuant to stock grant awards under the Company’s equity incentive plan.

The stock grants were issued

in recognition of employee services, and the related compensation expense was recognized in accordance with applicable accounting guidance.

On December 12, 2025, the Company issued 667 shares

of common stock to one individual upon the exercise of warrants previously issued by the Company.

The warrants were exercised at $ 2.50

per share in accordance with their terms resulting in net proceeds of $ 2,500 in the Company.

Holders of common stock are entitled to one vote

for each share of common stock held.

15 – INVENTORY

Inventory for the year ended consisted of the

following as on:

NOTE 14 – INVENTORY

Inventory consisted of the following:

Raw materials (includes goods in transit $ 502,392 (December 31, 2024:

1 unchanged sentence

Finished goods

Inventory valuation allowance

Changes in the inventory valuation allowance

were as follows:

For the Year Ended

Balance at the beginning

Additions charged to expense

Foreign currency translation adjustment

Balance at the end

NOTE 15 – LEASES

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Operating leases

ROU operating lease assets

Current portion of operating lease

Non Current portion of operating lease

Right of use operating lease assets

Current portion of operating lease liabilities

Non Current portion of operating lease liabilities

Total lease liabilities

Operating leases 2024 2023

Weighted average remaining lease term (years)

Operating leases As of

Weighted average remaining lease terms (years)

Ilabs Info Technology 3rd Floor 4.19 5.19

1 unchanged sentence

Ilabs Info Technology Ground Floor 6.42 7.42

Ilabs Info Technology Basement-3 4.19 -

Village Chhatarpur-1849-1852-Farm 1.75 0.58

3 unchanged sentences

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 %

Supplemental cash flow and other information related

to leases are as follows:

Year ended December 31

Supplemental cash flow and other information

related to leases are as follows:

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

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Present value of lease liabilities

17 – INCOME TAX

has not recorded income tax benefits for the net operating losses incurred during the years ended December 31, 2024, and 2023 nor for

other deferred tax assets generated, due to its uncertainty of realizing a benefit from those items .

The components

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

Year ended December 31,

( 17,924,310 )

( 16,672,162 )

NOTE 16 – INCOME TAX

The Company recorded an income tax expense of

$ 3,966,440 for the year ended December 31, 2025.

The consolidated effective tax rate for the year ended December 31, 2025, is ( 54.89 %),

compared to nil in the previous year.

The components of income/(loss) before income taxes

consist of the following:

For the year ended

( 14,730,544 )

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( 19,151,197 )

The Company has federal and state net operating

losses as of December 31, 2024, and 2023.

has not recorded any amounts for unrecognized tax benefits as of December 31, 2024, and 2023.

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 consolidated statements of operations and comprehensive

loss for the years ended December 31, 2024, and 2023.

is subject to taxation in the United States and India.

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

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

Year ended December 31,

Accounting income / (loss) before income tax

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

For the year ended

Current Provision:

Deferred Provision/(Benefit):

Income tax expense/(benefit)

Deferred income taxes recognized in OCI are as

For the year ended

Deferred taxes benefit / (expense) recognized on:

Retirement benefits

The Company has federal net operating losses of $

39,558,085 as of December 31, 2025, and $ 32,955,404 as of December 31, 2024 and there are no state net operating losses as on December

31, 2025, and 2024.

The Company elected to prospectively adopt the guidance

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”.

The following table reconciles the

federal statutory income tax rate of 21 % to the Company’s effective income tax rate for the year ended December 31, 2025, in

accordance with the guidance in ASU No.

For the year ended

Accounting loss before income tax

( 8,160,947 )

US Federal Statutory Tax Rate

( 1,713,799 )

US State and Local Statutory Tax Rate^

Statutory Tax Rate Difference between India and US

US GAAP accounting difference over Indian jurisdiction profit*

Non-deductible expenses

Excess tax expense/(benefit) on depreciation

Excess tax expense/(benefit) on carry forward loss

Excess tax expense/(benefit) on account of late payment

Effect of Cross-Border Tax Laws

Non-taxable or Non-Deductible Items

Section 162(m)

Changes in valuation allowance

Other adjustment

Income tax expense/(benefit)

* The domicile of the Parent Company is in Florida, USA, where the applicable corporate income tax rate is 21 %.

The Company’s major tax jurisdiction is in India, where tax rates of 29.12 % 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 $ 1,928,422 .

During the year ended December 31, 2025,

state taxes in Florida comprise 100 % of the tax effect in this category.

The reconciliation of the U.S.

statutory rate of 21 %

to the Company’s effective tax rate for the years ended December 31, 2024 in accordance with the ASC 740 Income taxes prior to the

adoption of ASU No.

2023-09 is summarized as follows:

Accounting Profit/(Loss) before income tax

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

( 4,021,752 )

( 4,384,441 )

Foreign tax rate differential

( 1,078,990 )

Non-deductible expenses

Excess tax benefit / (expense) on depreciation

Excess tax expense on security deposit

Excess tax expense/(benefit) on depreciation

Excess tax expense/(benefit) on security deposit

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

Income tax expense/(benefit)

recorded nil income tax expense for the years ended December 31, 2024, and 2023 due to losses in current year and prior year and

it does not expect to recover the tax benefit on the losses incurred during the years ended December 31, 2024, and 2023.

The components

of the deferred tax balances were as follows:

The components of the deferred tax assets/liabilities

balances are as follows:

For the year ended

Deferred tax assets:

Net operating loss carry forwards

Net operating loss

Stock Compensation Expenses

Lease payments

Credit loss reserve

End of Service Benefits

Payment to Vendor

Deferred tax assets

Valuation allowance

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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 December 31, 2024, and 2023 and recorded a valuation allowance of $ 9,150,495 and $ 5,145,040 respectively.

As of December 31, 2025, and 2024, the Company

recorded a valuation allowance of $ 12,870,003 and $ 9,150,495 , respectively, against deferred tax assets arising from net operating losses

and temporary differences in its U.S.

operations, due to a history of operating losses and limited visibility into future taxable income.

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 accounting for deferred taxes involves

the evaluation of a number of factors concerning the realizability of the Company’s deferred tax assets.

Assessing the realizability of

deferred tax assets is dependent upon several factors, including the likelihood and amount, if any, of future taxable income in relevant

jurisdictions during the periods in which those temporary differences become deductible.

The Company’s management forecasts taxable income

by considering all available positive and negative evidence including its history of operating income or losses and its financial plans

and estimates which are used to manage the business.

These assumptions require significant judgment about future taxable income.

of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income are reduced.

For the year ended

Valuation Allowance at the beginning

Valuation Allowance at the end

During the current year ended December 31, 2025, the

Company identified that certain information returns (Form 5471 – Information Return of U.S.

Persons With Respect to Certain Foreign

Corporations) relating to its investment in an Indian subsidiary had not been filed for prior years.

The Company will complete and submit

all required delinquent Forms 5471 before any notice from IRS along with detailed reasonable-cause statements requesting abatement of

any related penalties.

Management has evaluated this matter under ASC 740

and concluded that it is not more-likely-than-not that penalties will ultimately be imposed.

However, in light of the Company’s

overall compliance history, the proactive remedial filings, and the strength of its reasonable position, the management will seek abatement

of penalties.

Accordingly, liability to the extent of $ 20,000 has been recorded in the accompanying financial statements.

It is reasonably

possible that outcome will change but any impact (probable cash outflow) is not expected to be material.

The Company will continue to

monitor developments in this matter.

A tabular reconciliation of the total amounts of unrecognized

tax benefits for the years presented was as follows:

For the year ended

Unrecognized tax benefits at the beginning

Increase / (decrease) in balances related to tax positions taken in prior years

Increase / (decrease) in balances related to tax positions taken in current year

Decrease due to settlement with tax authorities

Lapses in statutes of limitations

Unrecognized tax benefits at the end

The Company’s policy is to recognize interest

and penalties related to uncertain income tax matters within income tax expense in the consolidated statements of operations.

As of December

31, 2025 , the Company had accrued $ 525,278 (December 31, 2024:

Nil ) related to income-tax-related penalties.

This amount is

reflected in the consolidated balance sheet and in interest and penalties within income tax expense in the consolidated statement of operations

and comprehensive loss for the year ended December 31, 2025 (2024:

Income tax paid (net of refunds received) including

tax deducted at source consisted of the following :

For the year ended December 31,

the year ended

United States

The Company’s Indian subsidiary is subject to

regular tax assessments under the Income Tax Act, 1961.

The most recent assessment year under review is AY 2025–26.

adjustments have been proposed to date.

entity has not been selected for IRS examination for any of the open tax years.

NOTE 17 – EMPLOYEE BENEFIT PLAN

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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 period of service

of the employees.

The Gratuity Plan is unfunded, and the company

1 unchanged sentence

The benefit obligation has been measured as of

December 31, 2024, and 2023.

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:

Year ended December 31,

December 31, 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:

Change in projected benefit obligation

Projected benefit obligation as of January 1

Projected benefit obligation as on beginning

Amortization of prior service cost^^

Interest cost

1 unchanged sentence

Actuarial loss ^

Prior service cost^^

Effect of exchange rate changes

Projected benefit obligation as of December 31

Unfunded status as of December 31

Unfunded amount recognized in the consolidated balance sheets

Projected benefit obligation at end

Unfunded status in the end

Unfunded amount recognized in consolidated balance sheets

Non-current liability (included under other non-current liabilities)

Current liability (included under accrued expenses and other current

Current liability (included under accrued employee costs)

Total accrued liability

Accumulated benefit obligation as of December 31

(^) During the years ended December 31, 2024, and 2023 , 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 Consolidated Statements of operations and comprehensive loss and actuarial loss reclassified from AOCI, were as follows:

Year ended December 31,

Accumulated benefit obligation at end

(^) During the years ended December

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

of benefit obligations.

(^^)

Effective November 21, 2025, the Government of India notified four Labour Codes aimed at strengthening social security, promoting social equity, and improving ease of doing business.

These legislative changes have resulted in an increase in the projected benefit obligation, which has been recognized as prior service cost and recorded in Consolidated Statement of Other Comprehensive Income (OCI) and its amortization is recognized in Consolidated Statement of Operations.

Components of net periodic benefit costs recognized in Consolidated Statements

of operations and comprehensive loss and actuarial loss reclassified from OCI, were as follows:

Amortization of prior service cost

Interest cost

4 unchanged sentences

in AOCI, excluding tax effects, were as follows:

Year ended December 31,

Net actuarial loss

Net prior service cost

Amount recognized in AOCI, excluding tax effects

3 unchanged sentences

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 during the year ending December 31,

Expected benefit payments as of December 31, 2025

NOTE 18 – FAIR VALUE MEASUREMENT –

2 unchanged sentences

are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair value.

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 levels of the fair value

hierarchy are:

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.

The company does not have financial assets which

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

Carrying value and fair value of Level III Financial

3 unchanged sentences

Account receivables, net (1)

Net investment in sale-type lease-non current (2)

Other non-current financial assets (3)

1 unchanged sentence

Lease liabilities (4)

(1) Account receivable net of allowance represent the long-term debtors of the company in relation to the sales made during the year.

(1) Account receivable net of allowance represents 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) Lease receivables arising from sales-type leases are measured which is based on a discounted cash flow methodology that incorporates significant unobservable inputs, including assumptions related to discount rate, expected timing of cash flows etc.

(Refer Note 5).

(3) 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 is carried at cost using the discount rate (Refer Note 16 Lease).

Company has assessed that the financial instruments that are not carried at fair value consist primarily of cash and cash equivalents,

restricted cash, 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.

(4) The Company has long term lease liabilities in relation to office properties which are carried at cost using the discount rate (Refer Note 15).

The Company has assessed that the financial instruments that are not carried

at fair value consist primarily of cash and cash equivalents, restricted cash, 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:

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 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 Date.

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 $ 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

Restricted Stock Award to Employees :

The 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 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 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 Award.

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

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 Doctors/Proctors/Advisors

12 unchanged sentences

2025, was as follows:

Weighted average

Unvested balance as of December 31, 2024

Unvested balance as of December 31, 2025

Weighted average

Exercisable balance as of December 31, 2025

3 unchanged sentences

Unvested balance as of December 31, 2024

Weighted average

Exercisable balance as of December 31, 2024

1 unchanged sentence

and $ 7,540,276 during the year December 31, 2025, and 2024 respectively.

The options vested during the year were not exercised at the end

of the year December 31, 2024.

The options vested during the year were not exercised at the

end of the year December 31, 2025.

Further there were no stock options issued during the year December 31, 2025.

2 unchanged sentences

ended December 31, 2025, was as follows:

Weighted average

Unvested balance as of December 31, 2024

Unvested balance as of December 31, 2025

Weighted average

Exercisable balance as of December 31, 2025

1 unchanged sentence

ended December 31, 2024, was as follows:

Weighted average

Unvested balance as of December 31, 2023

Unvested balance as of December 31, 2024

Weighted average

Exercisable balance as of December 31, 2024

During the year ending December 31, 2024, 705,865

RSU were exercised and issued to employees of total common stock of $ 5,477,512 .

The aggregate vesting date fair value of RSUs vested was $ 5,477,512

and $ 5,575,995 during the years ended December 31, 2024, and 2023 respectively.

During the year ended December 31, 2025, 527,325 RSU were exercised and

issued to employees of total common stock of $ 4,092,042 .

Advisory shares:

1 unchanged sentence

shares during the year as follows:

Fair value on grant date

Unvested shares in the beginning

Shares granted during the year

Unvested share at year end

During the year ending December 31, 2024, 149,034

advisory shares were exercised and issued to advisors of total common stock of $ 171,250 .

The aggregate vesting date fair value of Advisory

shares vested was $ 418,694 and $ 5,633,147 during the year ended December 31, 2024 and year ended December 31, 2023 respectively.

During the year ending December 31, 2025, 70,378 advisory

shares were issued to advisors of total common stock of $ 687,960 .

The aggregate vesting date fair value of

Advisory shares vested was $ 498,496 and $ 418,694 during the year ended December 31, 2025 and December 31, 2024 respectively.

Stock compensation expenses

7 unchanged sentences

The Black-Scholes-Merton option pricing model

is used to estimate the fair value of stock options and RSU granted under the Company’s share-based compensation plans and the rights

to acquire stock granted under the stock options plans.

The weighted-average estimated fair values of stock options and the rights to

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 years ended December 31, 2024, and 2023, were as follows:

is used to estimate the fair value of stock options and RSU granted under the Company’s share based compensation plans and the

rights to acquire stock granted under the stock options plans.

The weighted-average estimated fair values of stock options and the rights

to 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 December 31, 2025 are as follows:

Year ended December 31, 2025

Options Stock

Options Restricted

Grant date February 13,

2024 November 27,

2023 November 27,

Grant date Stock

2023 Restricted stock

Fair value on grant date $ 1.39 $ 3.41 $ 7.76

7 unchanged sentences

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

As of December 31, 2024, there was $ 8,650,405 ,

$ 16,432,560 (December 31, 2023:

$ 11,265,277 , $ 21,784,566 ) of total unrecognized compensation expense related to unvested stock options

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

The unrecognized compensation expense

is expected to be recognized over a weighted-average period of 2.91 years for unvested stock options and restricted stock units for rights

granted to acquire common stock under 2016 Incentive Stock Plan.

As of December 31, 2025, there was $ 5,766,937 , $ 8,184,023 (December

$ 8,650,405 , $ 16,432,560 ) of total unrecognized compensation expense related to unvested stock options and restricted stock units

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

The unrecognized compensation expense is expected to be recognized

over a weighted-average period of 1.91 years for unvested stock options and restricted stock units for rights granted to acquire common

stock under 2016 Incentive Stock Plan.

NOTE 20 – RELATED PARTY

6 unchanged sentences

Sudhir Srivastava Medical Innovations Pvt Ltd

Telegnosis Private Limited

Reimbursements payable

Telegnosis Pvt Ltd

Expense incurred on behalf of Company

Sudhir Prem Srivastava

ESOP expenses

Frederic H Moll

2016 Stock Incentive Plans Expenses/(Reversal)

Sudhir Prem Srivastava

1 unchanged sentence

Srivastava, M.D

Consultancy charges and other perquisites

Consultancy charges, Sitting fees and other perquisites

Sudhir Prem Srivastava

1 unchanged sentence

Srivastava, M.D

Arvind Palaniappan #

Naveen Kumar Amar #

Frederic H Moll

Mylswamy Annadurai

Proceeds from notes issued

Sushruta Private Limited

Interest expense on notes

Interest accrued on notes

Sushruta Private Limited

1 unchanged sentence

Sushruta Private Limited

Balances outstanding as on year end:

Balance receivable / (payable)

outstanding as on year end:

Accrued expenses & other current liabilities:

Balance receivable / (payable)

Sushruta Private Limited

6 unchanged sentences

SSI PTE Singapore ^

Sudhir Prem Srivastava^

Sudhir Prem Srivastava, M.D.

Sudhir Srivastava Medical Innovations Pvt Ltd

1 unchanged sentence

Sushruta Private Limited

Vishwajyoti P.

Srivastava, M.D

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.

NOTE 22 – COMMITMENTS

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

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

these balances have been disclosed under prepaids and other current assets.

# During the current year, Mr.

Anup Sethi resigned from the position of Chief Financial Officer with effect from April 30, 2025 and in his place, Mr.

Arvind Palaniappan was appointed as the Interim Chief Financial Officer.

Arvind Palaniappan resigned as Interim Chief Financial Officer effective July 23, 2025, meanwhile his responsibilities were assumed by Dr.

Vishwajyoti P.

Srivastava- Chief Operating Officer- Asia Pacific.

On September 24 ,2025, the Company appointed Mr.

Naveen Kumar Amar as Chief Financial Officer who also resigned subsequently on January 02, 2026 and Mr.

Milan Rao has joined as Global Chief Operating Officer and as the Company’s new Chief Financial Officer effective January 16, 2026.

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 $ 24,093 plus

1 unchanged sentence

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 $ 16,144 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, 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 $ 15,934 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 $ 8,905 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

This lease provides for a monthly payment of $ 17,995 plus taxes.

As of December 31, 2024, the Company had committed

to spend approximately $ 27,647 under agreements to purchase property and equipment.

This amount is net of capital advances paid which

are recognized in consolidated balance sheets as “Capital work in progress” under “Property, plant and equipment.”

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 $ 3,420

plus taxes and expires in March 2030.

SSI-India leased a residential property to provide residential accommodation.

This lease provides

for a monthly payment of $ 21,659 plus taxes.

Contingencies

The Company’s Indian Subsidiary namely “Sudhir Srivastava

Innovations Private Limited” has received the draft assessment order dated November 29, 2023 under section 144C(1) related to proposed

transfer pricing adjustment of $ 544,537 to the returned income for the assessment year 2021-22, primarily on account of Rejection of

the segmental margins computed by the Company and adoption of entity-level margins;

and Modification of the filters applied by the Company

in the selection of comparable companies.

Further, the Company had filed its objections

before the Dispute Resolution Panel (DRP).

The DRP, vide its directions dated August 28, 2024, granted partial relief of $ 17,144 on account

of rectification in the operating margins of the comparable companies.

Accordingly, the Transfer Pricing adjustment was reduced to $ 527,393 .

Subsequently, the Company has filed an appeal before the Income Tax Appellate Tribunal (ITAT) on the remaining disputed issues and the

said case is pending for hearing before the ITAT.

The Management 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 this matter in its consolidated

financial statements.

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

January 2025, the Company raised $ 20,000,000 from Sushruta Pvt Ltd.

by way of issuing two 7 % One-Year Convertible Promissory Notes (“Convertible

Notes”) of $ 5,000,000 each and one 7 % One Year Convertible Promissory Note of $ 10,000,000 for Company’s long-term working

capital needs.

February 2025, the Company paid $ 4,142,637 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.

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 thereon.

February 2025, the Company converted Convertible Notes worth $ 22,000,000 (including $ 20,000,000 raised in the month of January 2025),

along with the interest accrued thereon, issued to Sushruta Pvt Ltd.

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

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.

March 2025, the Company raised another $ 8,000,000 from Sushruta Pvt Ltd by issuing a 7 % One-Year Convertible Promissory Note for long-term

working capital requirements of the Company and on March 31, 2025 converted these notes along with the interest accrued thereon, into

5,811,554 common shares of the Company.

March 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.

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.

On January 2, 2026, Mr.

Amar has resigned from his position of Company’s Chief Financial Officer.

On January 16, 2026, the Company appointed

Milan Rao as Chief Operating Officer and as the Company’s Chief Financial Officer.

On March 6, 2026 (the “ Closing Date ”),

the Company completed a private placement of its common stock which generated gross proceeds of $ 18,621,498 , before deducting offering

In the offering, we offered and sold (shares are

under issuance as on the date of Annual Report) a total of 5,774,839 shares of common stock consisting of:

● an aggregate of 1,300,006 shares of common stock at an average

price of $ 4.00 per share for a total of $ 5,197,000 to directors, details of the same are as below:

shares to Dr.

Sudhir Srivastava, our Chairman and Chief Executive Officer at $ 4.01 per share amounting to $ 2,000,000 ;

shares to Dr.

Frederic Moll, our Vice Chairman at $ 3.99 per share amounting to $ 2,000,000 ;

shares to Tim Adams, a director at $ 3.99 per share amounting to $ 1,197,000 ;

● an aggregate

of 4,474,833 shares of common stock at $ 3.00 per share and total consideration of $ 13,424,498 , to existing and new investors, led by

Manipal Global Health Services, an existing shareholder.

SSi intends to use the net proceeds from this private placement for

working capital and other general corporate purposes, which include, but are not limited to advancing the Company’s our growth initiatives

in India and other existing global markets and supporting preparation for entry into the United States and European Union markets.

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-K

Item 9A. Controls and Procedures