SS Innovations International, Inc. 10-K

Item 9A. 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, 2025. To ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation performed as of December 31, 2025, as a result of the material weaknesses in internal control over financial reporting that are described below in Management’s Report on Internal Control Over Financial Reporting, our Chief Executive Officer and Chief Financial Officer determined that our disclosure controls and procedures were not effective as of such date. Internal Controls over Financial Reporting (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; and ● 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 statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. 32 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 SSI-India, 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 ”) in all the major functional areas. In addition, we have also engaged services of external experts in the field of designing, development and implementation of a comprehensive cloud-based ERP system. The ERP implementation 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. Our Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls or internal controls will prevent all errors and all fraud. 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. 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. (c) Changes in Internal Controls 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 this Annual Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 33 PART III Item 10. Directors, Executive Officers and Corporate Governance. Our directors and executive officers and their respective ages and titles are as follows: Name Age Position(s) and Office(s) Held Sudhir Srivastava, M.D. 78 Chairman, Chief Executive Officer and Director Milan Rao 55 Global Chief Operating Officer and Chief Financial Officer Vishwajyoti P. Srivastava, M.D. 49 Chief Executive Officer – Asia Pacific and Director Barry F. Cohen 85 Chief Operating Officer – Americas and Director Dr. Mylswamy Annadurai 67 Director Dr. S.P. Somashekhar 53 Director Dr. Frederic H Moll 73 Director Tim Adams 56 Director Set forth below is a brief description of the background and business experience of our directors and executive officers. Sudhir Srivastava, M.D., joined the Company on April 14, 2023, as its Chairman, Chief Executive Officer and a director upon completion of the CardioVentures Merger. Dr. Srivastava 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. Dr. 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. Dr. 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. In 2007, Dr. Srivastava joined the University of Chicago faculty and served as the Director of Robotic Cardiac Surgery to launch their program. In 2009, Dr. 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 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. Dr. 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 by the SSi Companies Group, which was commercially introduced in August 2022. Dr. 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. Mr. 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 2023, Mr. 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. From August 2017 to August 2021, Mr. Rao was President at Wipro Limited (“ Wipro ”) a Technology Services company. He also 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. Mr. 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. 34 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. 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. Dr. Srivastava joined SSI-India as President and Chief Operating Officer for South Asia in November 2020. 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. In 2015, Dr. Srivastava served as the COO of a Miami, Florida based health and wellness startup, Reshape Inc., which developed an online platform for healthy living initiatives. Dr. 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. Dr. 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. Dr. Srivastava graduated from Saint James School of Medicine in Anguilla, receiving his M.D. degree in August 2020. Dr. 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 2000. Dr. 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. Barry F. 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. Between 2006 and 2008, Mr. Cohen was a private investor and founded AVRA Surgical, Inc., a medical technology company. Prior to founding 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. 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. Mr. 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. Mr. Cohen has over fifty years’ experience in managing private and public industrial companies, and forty-seven years’ experience as a securities executive. Dr. Mylswamy Annadurai joined the Company as a director on July 30, 2023. Dr. Annadurai is a distinguished space scientist of international repute, who has been involved in the Indian space program for over forty years, approximately thirty-six of which (1982-2018) were spent in various positions with the Indian Space Research Organization (“ ISRO ”), most recently as Director of the ISRO Satellite Center from April 2015 to July 2018. 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. 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. Since May 2019. Dr. 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. Ltd. Since February 2023, he is also serving as a Trustee Member of the India Trustee Board of the America-India Foundation. Dr. Annadurai has received numerous awards from the Indian government, ISRO, international space organizations, academic institutions and professional bodies and societies. Dr. Annadurai holds B.E. (ECE), M.E. (Applied Electronics) and Ph.D. degrees from Anna University. Dr. S.P. Somashekhar joined the Company as a director on July 30, 2023. Dr. Somashekhar is a highly respected surgical oncologist and one of the first physicians to employ robotic surgery in India. Since January 2022, he has been affiliated with the Aster Group of Hospitals in India, where he serves as Global Director of the Aster International Institute of Oncology and Head of Department and Lead Consultant in Surgical and Gynecological Oncology and Robotic Surgery. He also serves as Chairman of the Medical Advisory Board for Aster DM Healthcare. For over twenty years prior to joining Aster, he was affiliated with Manipal Hospitals in Bengaluru, most recently as Head of Department of Surgical Oncology and Chairman of the Surgical Oncology Advisory Board. Dr. Somashekhar has served in a number of teaching positions, significant experience in conducting clinical studies, authored numerous medical papers and articles and received multiple awards in the medical field. He holds an M.B.B.S. degree from Mysuru University, an M.S. in General Surgery from the Sheth K.M. School of Postgraduate & Research in Ahmedabad, and an MCh in Oncosurgery from the Gujarat Cancer & Research Institute in Ahmedabad. He is also a Fellow of the Royal College of Surgeons (Edinburgh). Dr. Frederic H Moll joined the Company as a Director on August 20, 2024. Dr. Moll is a renowned physician and visionary entrepreneur whose pioneering work in medical robotics 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. in Business Management from Stanford University. He is a pioneer in Medical Robotics, particularly in MIS. Dr. 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. 35 Tim Adams joined the Company as a Director on August 20, 2024. Mr. Adams served as President and CEO of Ascension Saint Thomas Health and Ministry Market Executive for Ascension Tennessee from January 2018 until January 2023, leading a network of nine inpatient facilities across Middle Tennessee. Prior to this, he was the Texas Region Chief Executive Officer at Tenet Healthcare, overseeing 26 hospitals and leading operational efforts for one of 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. He holds 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. Terms of Office Our directors are appointed for a one-year term 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. Executive officers serve at the pleasure of the board of directors. Family Relationships Dr. Sudhir Srivastava and Dr. Vishwajyoti P. Srivastava are father and son. There are no other familial relationships among our officers and directors. Board Committees and Independence The Company has constituted three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors has determined that Dr. Annadurai, Dr. 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. 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 experience. Our board of directors has also determined that at present, Dr. Moll is not “independent” at the present time because his beneficial ownership of our common stock exceeds 10%. Dr. Sudhir Srivastava, Dr. Vishwajyoti P. Srivastava and Mr. Barry F. Cohen are not independent as they are officers and employees of the Company. Members of the aforesaid Committee (s) are as follows: Name of the Committee Members of the Committee Audit Committee Mr. Tim Adams Dr. SP Somasekhar Dr. Mylswamy Annadurai Compensation Committee Mr. Tim Adams Dr. SP Somasekhar Mr. Barry F. Cohen Nominating and Corporate Governance Committee Mr. Tim Adams Dr. SP Somasekhar 36 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 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; (c) the independent auditors’ qualifications and independence; 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 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; and ● 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; 37 ● 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; and ● 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. 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; and ● develop and review periodically corporate governance procedures and consider any other corporate governance issue. 38 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. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with under Section 16 of the Exchange Act during the year ended December 31, 2025, and up through the date of this Annual Report, except for the following late filings resulting from administrative oversights: ● 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 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 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 30, 2025, was filed on February 21, 2025. ● A Form 4 reporting the acquisition of 50,000 shares of common stock by Prof. Dr. 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 During the year ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K). Code of Ethics We have adopted a Code of Ethics that applies to employees, including our principal executive officer, principal financial officer and/or people performing similar functions. Board of Directors Role in Risk Oversight Members of the board of directors have periodic meetings with management and the Company’s independent auditors to perform risk oversight with respect to the Company’s internal control processes. The Company believes that the board’s role in risk oversight does not materially affect the leadership structure of the Company. 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 Company. 39 Involvement in Certain Legal Proceedings To the best of our knowledge, during the past ten years, none of our directors or executive officers were involved in any of the following: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. 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. Item 11. Executive Compensation. Summary Compensation Table The table below summarizes all compensation awarded 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, 2025. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards (#) Options Awards (#) (1) Option Awards ($) (1) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Sudhir Srivastava, M.D. 2025 600,000 - - 5,886,997 13,307,213 - - 299,538 14,206,751 Chairman and Chief Executive Officer (1) Vishwajyoti P. Srivastava, M.D. 2025 266,668 - - 845,592 2,883,468 - - 54,333 3,204,469 Chief Executive Officer – Asia Pacific (2) Barry F. Cohen 2025 180,000 - - 845,592 2,883,468 - - - 3,063,468 Chief Operating Officer – Americas (1) 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. (2) Dr. 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. 40 Employment Agreements The Company is party to an employment agreement with Dr. Sudhir Srivastava for a three year period expiring on July 31, 2027, which provides for an annual base salary of $600,000. Dr. Vishwajyoti P. 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 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 of $41,667. 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 Table The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each of our executive officers outstanding as of December 31, 2025 Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Option Exercise Price * Option Expiration Date Number of shares that have not vested Market value of shares of stock that have not vested Sudhir Srivastava, M.D. 4,872,286 1,014,710 $ 5.00 Nov 27, 2028 Vishwajyoti P. Srivastava 507,355 338,237 $ 5.00 Nov 27, 2028 Barry F. Cohen 507,355 338,237 $ 5.00 Nov 27, 2028 * The volume weighted average exercise price per share for all options awarded is $5.00. The above are options to purchase common stock granted under our 2016 Incentive Plan. The options vest in five equal annual instalments commencing upon the date of grant and expire five years from the date of grant. 41 Compensation of Directors Table The table below summarizes all compensation paid to our directors for the year ended December 31, 2025, our last completed fiscal year. DIRECTOR COMPENSATION Name Fees Earned or paid in Cash ($) Stock Awards ($) Option Awards (#) Option Awards (1) ($) Non-Equity Incentive Plan Compensation ($) Non-Qualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Sudhir Srivastava, M.D. 600,000 0 5,886,997 13,307,213 0 0 299,538 14,206,751 Vishwajyoti P. Srivastava, M.D. 266,668 0 845,592 2,883,468 0 0 54,333 3,204,469 Barry F. Cohen 180,000 0 845,592 2,883,468 0 0 0 3,063,468 Dr. Mylswamy Annadurai 0 0 0 0 0 0 6,000 6,000 Dr. S.P. Somashekhar 0 0 0 0 0 0 6,000 6,000 Tim Adams 0 0 0 0 0 0 6,000 6,000 Frederic H Moll 0 0 0 0 0 0 4,500 4,500 (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 Table 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 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. 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 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 in 2026. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 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; (ii) directors and executive officers as a group; (iii) each five percent (5%) beneficial owner of our common stock. The percentage ownership information shown in 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 Company. 42 Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares of our capital shown as beneficially 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 person. Names and addresses of beneficial owners Number of shares of common stock Percentage of class (%) Directors and executive officers Sudhir Srivastava, M.D. (1) 114,257,301 57.35 % Milan Rao (2) 30,000 * Vishwajyoti P. Srivastava, M.D. (3) 2,507,355 1.29 % Barry F. Cohen (4) 8,313,443 4.27 % Dr. Mylswamy Annadurai - * Dr. S.P. Somashekhar (5) 341,165 * Tim Adams 5,031,902 2.59 % Dr. Frederic H Moll 20,335,045 10.46 % All directors and executive officers as a group (eight persons) (6) 150,816,211 76.15 % 5% or greater shareholders Manipal Global Health Services (7) 14,949,070 7.69 % 22, St. 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. * Less than 1%. (1) Includes (a) 109,353,014 shares held of record by Sushruta Pvt. Ltd. (“Sushruta”) , a Bahamian holding company beneficially owned 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. (2) 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. (3) Includes (a) 2,000,000 shares held of record by Matilda Pvt. Ltd. (“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 2016 Incentive Plan and 58,469 shares of common stock held by his spouse Dr. Manjiri Somashekhar. (6) Includes the items in footnotes (1) – (5) above. (7) Dr. Ranjan R. 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 power with respect to the shares indicated. Under the rules of the SEC, a person (or group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. 43 Securities Authorized for Issuance under Equity Compensation Plans Plan category Number of securities to be issued upon exercise of outstanding options, grants warrants and rights Weighted- average exercise price of outstanding options, grants warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders 11,647,844 Shares $ 4.343 7,787,826 Shares Equity compensation plans not approved by security holders Total 11,647,844 $ 4.343 7,787,826 (1) Represents shares of common stock under our 2016 Incentive Plan. As 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. Item 13. Certain Relationships and Related Transactions, and Director Independence. 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. 44 Item 14. 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: Year Ended December 31, 2025 Year Ended December 31, 2024 Audit Fees (1) 347,580 686,326 Audit-Related Fees - - Tax Fees - - All Other Fees - - Total 347,580 686,326 (1) 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. Audit Fees 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. Tax Fees 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 items. 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 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 services. 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. 45 PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statements . The following financial statements and the report of our independent registered public accounting firm are filed as “ Item 8. Financial Statements and Supplementary Data ” of this Annual Report: Page Report of Independent Registered Public Accounting Firm (BDO India Services Private Limited; Mumbai, India; PCAOB ID# 6074) F-2 Consolidated Balance Sheets at December 31, 2025 and December 31, 2024 F-3 Consolidated Statements of operations and comprehensive loss for the years ended December 31, 2025 and December 31, 2024 F-4 Consolidated Statements of changes in equity for the years ended December 31, 2025 and December 31, 2024 F-5 Consolidated Statements of cash flows for the years ended December 31, 2025 and December 31, 2024 F-6 Notes to Consolidated Financial Statements F-7 (2) Financial Statement Schedules. Financial Statement Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto. 46 (3) Exhibits. Exhibit Number Description 3.1(i) Amended and Restated Articles of Incorporation (1) 3.1(ii) Articles of Amendment to Amended and Restated Articles of Incorporation (2) 3.2 By-Laws (1) 10.1 2016 Incentive Stock Plan (1)+ 10.2 Employment Agreement with Dr. Sudhir Srivastava (3) + 10.3 Employment Agreement with Dr. Vishwajyoti P. Srivastava (3)+ 10.4 Employment Agreement with Barry F. Cohen (3)+ 10.5 Services Agreement with Milan Rao (4)+ 10.6 Form of Director Appointment Agreement (1)+ Form of Indemnification Agreement (1)+ 10.7 Form of Indemnification Agreement (1)+ 10.8 Offer Letter and Sanction Letter with HDFC Bank (3) 14.1 Code of Ethical Conduct (1) 14.2 Insider Trading Policy (5) 21.1 List of Subsidiaries (5) 23.1 Consent of BDO India Services Private Limited (6) 31.1 Section 302 Certification by Chief Executive Officer (6) 31.2 Section 302 Certification by Chief Financial Officer (6) 32.1 Section 906 Certification by Chief Executive Officer (6) 32.2 Section 906 Certification by Chief Financial Officer (6) 99.1 Audit Committee Charter (5) 99.2 Compensation Committee Charter (5) 99.3 Nominating and Corporate Governance Committee Charter (5) 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). (1) Filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-216054) 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. + Indicates management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary. None. 47 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SS INNOVATIONS INTERNATIONAL, INC. Dated: March 10, 2026 By: /s/ Sudhir Prem Srivastava Sudhir Prem Srivastava, M.D. Chairman and Chief Executive Officer (Principal Executive Officer) Dated: March 10. 2026 By: /s/ Milan Rao 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: Dated: March 10, 2026 By: /s/ Sudhir Prem Srivastava Sudhir Prem Srivastava, M.D. Chairman, Chief Executive Officer and Director (Principal Executive Officer) Dated: March 10, 2026 By: /s/ Milan Rao Milan Rao Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Dated: March 10, 2026 By: /s/ Vishwajyoti P. Srivastava Vishwajyoti P. Srivastava, M.D., Chief Executive Officer – Asia Pacific and Director Dated: March 10, 2026 By: /s/ Barry F. Cohen Barry F. Cohen, Chief Operating Officer – Americas and Director Dated: March 10, 2026 By: /s/ Mylswamy Annadurai Dr. Mylswamy Annadurai, Director Dated: March 10, 2026 By: /s/ S.P. Somashekhar Dr. S.P. Somashekhar Director 48 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (BDO India Services Private Limited; Mumbai, India; PCAOB ID# 6074 ) F-2 Consolidated Balance Sheets at December 31, 2025 and December 31, 2024 F-4 Consolidated Statements of operations and comprehensive loss for the years ended December 31, 2025 and December 31, 2024 F-5 Consolidated Statements of changes in equity for the years ended December 31, 2025 and December 31, 2024 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and December 31, 2024 F-7 Notes to Consolidated Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and Board of Directors SS Innovations International Inc. Gurugram, India Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of SS Innovations International Inc. (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 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. Substantial Doubt about the Company’s 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, 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 this matter is also described in Note 1 to the consolidated financial statements. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. 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 internal control over financial reporting. Accordingly, we express no such opinion. F- 2 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in 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. Determination of Standalone Selling Price As described in Note 2 to the consolidated financial 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(s); 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. We identified the determination of the SSP of distinct performance obligations as a critical audit matter. The determination of SSP requires management’s significant judgments and assumptions. Auditing management’s significant judgments and assumptions involved especially challenging and subjective auditor judgment due to the nature and extent of audit effort required to address these matters. The primary procedures we performed to address this critical audit matter included: ● Assessing the appropriateness of management’s process and methodology for determining the SSP against relevant accounting literature. ● Testing the reasonableness of management’s significant assumptions and judgments used in determining the SSP through: (i) assessing a sample of revenue contracts and identifying distinct performance obligations, (ii) evaluating the consistency of assumptions used against internal and external market data and competitor margin data, and (iii) testing the completeness and accuracy of the data used in developing the SSP assumptions. /s/ BDO India Services Private Limited (predecessor Firm BDO India LLP) We have served as the Company’s auditor since 2024. Gurugram, India Date: March 10, 2026 F- 3 SS INNOVATIONS INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS As of Notes December 31, 2025 December 31, 2024 ASSETS Current Assets: Cash and cash equivalents 7 $ 3,206,406 $ 466,500 Restricted cash 7 5,937,650 5,838,508 Accounts receivable, net 6 12,398,542 4,466,047 Inventory, net 14 17,064,002 10,206,898 Prepaids and other current assets 8 10,194,059 6,438,338 Total Current Assets 48,800,659 27,416,291 Property, plant, and equipment, net 4 9,100,546 5,385,955 Right of use asset 15 2,754,020 2,623,880 Deferred tax assets, net 16 533,727 - Accounts receivable, net 6 8,566,654 3,299,032 Restricted cash 7 458,964 318,527 Prepaids and other non current assets 8 4,011,647 3,341,528 Total Assets $ 74,226,217 $ 42,385,213 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Bank overdraft facility 11 $ 11,442,948 $ 7,994,906 Notes payable 10 - 7,450,000 Current portion of operating lease liabilities 15 579,169 409,518 Accounts payable 9 5,127,193 2,312,382 Deferred revenue 12 3,266,686 1,278,602 Accrued expenses & other current liabilities 9 5,825,702 1,884,814 Total Current Liabilities 26,241,698 21,330,222 Operating lease liabilities, less current portion 15 2,337,697 2,349,118 Deferred Revenue 12 7,139,807 5,173,953 Other non current liabilities 9 288,764 74,817 Total Liabilities $ 36,007,966 $ 28,928,110 Commitments and contingencies 21 Stockholders’ equity: Preferred stock, authorized 5,000,000 shares of Series A, Non-Convertible Preferred Stock, $ 0.0001 par value per share; 1,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024 13 1 1 Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 194,165,141 shares and 171,579,284 shares issued and outstanding as of December 31, 2025 and December 31, 2024 respectively 13 19,416 17,157 Accumulated other comprehensive income (loss) ( 2,022,660 ) ( 749,625 ) Additional paid in capital 95,111,511 56,952,200 Capital reserve 899,917 899,917 Accumulated deficit ( 55,789,934 ) ( 43,662,547 ) Total stockholders’ equity 38,218,251 13,457,103 Total liabilities and stockholders’ equity $ 74,226,217 $ 42,385,213 The accompanying notes are an integral part of these consolidated financial statements. F- 4 SS INNOVATIONS INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For The Year Ended Notes December 31, 2025 December 31, 2024 REVENUES System sales 12 38,353,048 19,457,767 Instruments sale 12 3,183,757 942,548 Warranty sale 12 877,033 177,518 Lease income 12 70,909 71,695 Total revenue $ 42,484,747 $ 20,649,528 Cost of revenue ( 22,940,492 ) ( 12,197,162 ) GROSS PROFIT 19,544,255 8,452,366 OPERATING EXPENSES: Research & development expense 3,685,840 2,491,771 Stock compensation expense 19 8,128,103 14,342,784 Depreciation and amortization expense 4 1,075,907 436,005 Selling, general and administrative expense 14,848,439 10,157,768 TOTAL OPERATING EXPENSES 27,738,289 27,428,328 Loss from operations ( 8,194,034 ) ( 18,975,962 ) OTHER INCOME (EXPENSE): Interest Expense ( 1,108,637 ) ( 973,235 ) Interest and other income, net 1,141,724 798,000 TOTAL INCOME / (EXPENSE), NET 33,087 ( 175,235 ) LOSS BEFORE INCOME TAXES ( 8,160,947 ) ( 19,151,197 ) Income tax expense 16 3,966,440 - NET LOSS $ ( 12,127,387 ) $ ( 19,151,197 ) Net loss per share - basic and diluted 2(r) $ ( 0.06 ) $ ( 0.11 ) Weighted average - basic shares 2(r) 190,009,159 170,847,444 Weighted average - diluted shares 2(r) 198,699,461 181,203,673 CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS NET LOSS $ ( 12,127,387 ) $ ( 19,151,197 ) OTHER COMPREHENSIVE INCOME (LOSS): Foreign currency translation loss ( 1,225,696 ) ( 539,900 ) Retirement Benefit 17 ( 68,809 ) ( 14,226 ) RECLASSIFICATION ADJUSTMENTS: Retirement Benefit (1) 17 1,433 - Income tax effects relating to retirement benefit 16 20,037 - TOTAL OTHER COMPREHENSIVE LOSS ( 1,273,035 ) ( 554,126 ) TOTAL COMPREHENSIVE LOSS $ ( 13,400,422 ) $ ( 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 these consolidated financial statements. F- 5 SS INNOVATIONS INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Preferred Stock Common Stock Common Stock to be Issued Accumulated other comprehensive Additional Paid-In Capital Accumulated Total Stockholders’ Number Amount Number Amount Number Amount income (loss) Capital Reserve Deficit equity Balance as at December 31, 2023 1,000 1 170,711,880 17,072 12,500 50,000 ( 195,499 ) 43,457,937 899,917 ( 24,511,350 ) 19,718,078 Stock compensation - - - - - - - 7,795,586 - - 7,795,586 Common stock issued against exercise of warrants - - 12,500 1 ( 12,500 ) ( 50,000 ) - 49,999 - - - Stock issued for services - - 149,039 14 - - - 171,236 - - 171,250 Stock grants - - 705,865 70 - - 5,477,442 - - 5,477,512 Net loss - - - - - - ( 554,126 ) - - ( 19,151,197 ) ( 19,705,323 ) Balance as at December 31, 2024 1,000 1 171,579,284 17,157 - - ( 749,625 ) 56,952,200 899,917 ( 43,662,547 ) 13,457,103 Stock compensation - - - - - - - 2,704,540 - - 2,704,540 Common stock issued against exercise of warrants - - 18,575 2 - - - 1,666 - - 1,668 Conversion of notes payable to equity - - 21,966,416 2,197 - - - 30,643,163 - - 30,645,360 Stock issued for services - - 73,541 7 - - - 717,953 - - 717,960 Stock grants - - 527,325 53 - - - 4,091,989 - - 4,092,042 Net loss - - - - - - ( 1,273,035 ) - - ( 12,127,387 ) ( 13,400,422 ) Balance as at December 31, 2025 1,000 1 194,165,141 19,416 - - ( 2,022,660 ) 95,111,511 899,917 ( 55,789,934 ) 38,218,251 The accompanying notes are an integral part of these consolidated financial statements. F- 6 SS INNOVATIONS INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2025 December 31, 2024 Cash flows from operating activities: Net loss $ ( 12,127,387 ) $ ( 19,151,197 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,075,907 436,005 Operating lease expense 827,521 753,449 Interest Expense 271,633 317,234 Interest and other income, net ( 625,883 ) ( 418,426 ) Property, plant and equipment written off - 48,456 Provision for credit loss reserve, net 324,345 955,762 Deferred income tax benefit ( 512,865 ) - Stock compensation expense 8,128,103 14,342,784 Provision for slow moving inventory ( 110,332 ) - Changes in operating assets and liabilities: Accounts receivable, net ( 13,037,284 ) ( 4,890,032 ) Inventory, net ( 8,070,786 ) ( 7,691,518 ) Deferred revenue 3,953,938 5,357,075 Prepaids and other assets ( 5,101,794 ) ( 1,411,621 ) Accounts payable 2,877,810 1,410,830 Income taxes payable, net 4,214,339 - Accrued expenses & other liabilities 161,914 1,144,037 Operating lease payment ( 792,166 ) ( 705,868 ) Net cash used in operating activities ( 18,542,987 ) ( 9,503,030 ) Cash flows from investing activities: Purchase of property, plant and equipment ( 3,659,058 ) ( 661,479 ) Net cash used in investing activities ( 3,659,058 ) ( 661,479 ) Cash flows from financing activities: Proceeds from bank overdraft facility (net) 3,448,042 1,975,980 Proceeds from issuance of promissory notes to principal shareholder - 3,000,000 Proceeds from issuance of convertible notes to principal shareholder 28,000,000 3,000,000 Proceeds from issuance of convertible notes to other investors - 1,450,000 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 26,166,556 9,425,980 Net change in cash 3,964,511 ( 738,529 ) Effect of exchange rate on cash ( 985,026 ) 274,219 Cash and cash equivalents at the beginning of the year 6,623,535 7,087,845 Cash and cash equivalents at end of the year $ 9,603,020 $ 6,623,535 ^ For cash and cash equivalents and restricted cash, refer Note 7 Supplemental disclosure of cash flow information: Conversion of convertible notes into common stock, including interest $ 30,645,360 - Transfer of systems from inventory to property, plant and equipment $ 2,301,271 $ 4,502,533 Transfer of systems from property, plant and equipment to inventory $ 1,197,921 - The accompanying notes are an integral part of these consolidated financial statements. F- 7 SS INNOVATIONS INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – FINANCIAL STATEMENTS Organization SS Innovations International, Inc. (the “ Company ” or “ SSII ”) was incorporated as AVRA Surgical Microsystems, Inc. in the State of Florida on February 4, 2015 . Effective November 5, 2015, the Company’s corporate name was changed to Avra Medical Robotics, Inc. (“ AVRA ”). 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. from 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 The consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“U.S. GAAP”). The accompanying financial statements have been prepared on a consolidated basis and reflect the financial statements of SS Innovations International, Inc. and 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. Accounting policies of the respective individual subsidiaries are aligned wherever necessary, so as to ensure consistency with the accounting policies that are adopted by the Company under U.S. GAAP. Principles of Consolidation The consolidated financial statements include our accounts and all majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The Company follows a monthly reporting calendar, with its fiscal year ending on December 31. Reclassifications Certain prior period amounts in the consolidated statements of operations and consolidated balance sheets have been reclassified to conform with the current period presentation. F- 8 Concentrations of Business and Credit Risk We maintain certain cash balances in excess of limits insured by Federal Deposit Insurance Corporation for US and Deposit Insurance and Credit Guarantee Corporation for India. We periodically evaluate the credit worthiness of the financial institutions with which we maintain cash deposits. We have not experienced any losses 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, 2025, and 2024 are disclosed separately in Note-6. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as of the date these consolidated financial statements are issued. 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 ). For the year 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 31, 2024. 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 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. 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 expenses. 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: Ø 498,753 shares to Dr. Sudhir Srivastava, our Chairman and Chief Executive Officer at $ 4.01 per share amounting to $ 2,000,000 ; Ø 501,253 shares to Dr. Frederic Moll, our Vice Chairman at $ 3.99 per share amounting to $ 2,000,000 ; Ø 300,000 shares to Tim Adams, a director at $ 3.99 per share amounting to $ 1,197,000 ; and ● 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 and income from operations, are not expected to provide sufficient funds to carry out the Company’s operations and business development 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 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. F- 9 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. The Company regularly evaluates estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates made by management. Significant estimates include fair value of stock options and standalone selling price in case of bundled revenue contracts. (b) Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturity of ninety days or less to be cash equivalents. (c) Restricted Cash Restricted cash includes any cash and cash equivalents that are legally restricted as to withdrawal or usage for the Company’s operations. For the purposes of the consolidated statement of cash flows, the Company includes in its cash and cash-equivalent balances those amounts that have been classified as restricted cash and restricted cash equivalents. (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. Collateral is currently not required. 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 Contributions to defined contribution plans are charged to the Consolidated Statements of operations and comprehensive loss in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are recognized in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in other comprehensive income (loss) (“OCI”) and amortized to net periodic benefit cost over the expected remaining period of service of the covered employees using the corridor method. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions. These assumptions may not be within the control of the Company and accordingly it is reasonably possible that these assumptions could change in future periods. The Company includes the service cost component of the net periodic benefit cost in the same line item or items as other compensation costs arising from services rendered by the respective employees during the period. The interest cost, expected return on plan assets and amortization of actuarial gains/loss, are included in “Other income/(expense), net.” Refer to Note 17 - Employee Benefit Plans to the consolidated financial statements for details. F- 10 (f) Foreign Currency Translation The Company’s reporting currency is U.S. dollars. The functional currency of the Company is the U.S. dollar. The functional currency of the Company’s subsidiary in India is Indian National Rupee (“INR”). 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, 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 group is the currency of the primary economic environment in which it operates. Transactions in foreign currencies are initially recorded into functional currency at the rates of exchange prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured into functional currency at the rates of exchange prevailing at the balance sheet date. Non-monetary assets and liabilities are remeasured to the functional currency at exchange rates that prevailed on the date of inception of the transaction. All foreign exchange gains and losses arising on re-measurement are recorded in the Company’s Consolidated Statements of operations and comprehensive loss. The assets and liabilities of the subsidiaries for which the functional currency is other than the U.S. dollar are translated into U.S. dollars, the reporting currency, at the rate of exchange prevailing on the balance sheet date. Revenues and expenses are translated into U.S. dollars at the exchange rates prevailing on the last business day of each month, which approximates the average monthly exchange rate. Share capital and other equity items are translated at exchange rates that prevailed on the date of inception of the transaction. Resulting translation adjustments are included in “Accumulated other comprehensive loss” in the consolidated balance sheets. The relevant translation rates are as follows: for the year ended December 31, 2025, closing rate at 89.86 USD/INR, average rate at 87.72 USD/INR. The relevant translation rates are as follows: for the year ended December 31, 2024, closing rate at 85.58 USD/INR, average rate at 84.39 USD/INR. (g) Inventory The Company’s inventory consists of finished goods in the form of fully assembled and tested surgical robotic systems, semi-finished goods in the form of various sub-systems of the surgical robotic systems in various stages of assembly and manufacturing and raw material in the form of various mechanical, electrical, and other material components, parts, motors, encoders etc. which are not yet assembled/manufactured. The inventory is valued at the lower of cost (first-in, first-out) or estimated net realizable value. (h) Cost of Sales Cost of sales primarily consists of manufacturing cost incurred for production of the Mantra System and the related instruments and accessories which are used to facilitate the use of the Mantra System. 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 Selling and administrative expenses primarily consist of indirect expenses which are not directly attributable to any other identified expense category of the Company. F- 11 (j) Fair value measurements ASC Topic 820, Fair Value Measurements 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 asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability as against assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the Company’s own credit risk. The fair value hierarchy consists of the following three levels: ● Level I — Quoted prices for identical instruments in active markets. ● Level II — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. ● Level III — Instruments whose significant value drivers are unobservable. (k) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, time deposits and accounts receivable. By their nature, all such financial instruments involve risks including the credit risks of non-performance by counterparties. The surplus funds are maintained as cash and cash equivalents and time deposits, placed with highly rated financial institutions to reduce its exposure 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. 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. (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. 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 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; and ● 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 to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Product type and payment terms vary by client. F- 12 System Sales: The Company recognizes revenue when the “transfer of control” occurs, which typically takes place upon the delivery of the system to the customer. 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. 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. 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 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. 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 The Company enters into binding contracts with customers through either an agreement or a sales order, with all terms and conditions mutually agreed upon by both parties. The key terms and conditions include: 1. Finalization of Product and Price: Agreement on the specific model of the “SSI Mantra” system and its selling price. 2. 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. 3. Deferred Payment Model: For deferred payments, customers typically pay an advance amount before the dispatch of the system. The remaining balance is payable in yearly installments over a period of 3 to 5 years. Present value of deferred payment is calculated using the prevailing interest rate. 4. Warranty Services: Instead of negotiating the sales price, the Company provides a warranty service that includes a 1 -year assurance warranty and an extended warranty for an additional 1 to 5 years. The exact terms are mutually agreed upon with the customer. 5. Delivery, Installation, and Training: The Company is responsible for delivering and installing the system at the customer’s premises. Post-installation, the Company provides free training to surgeons and surgical staff to enable them to operate the system effectively. With respect to the sale of surgical robotic systems, training is provided at the time of delivery to the end customer, however the effort involved is considered negligible. 6. Transfer of Risk and Rewards: 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. 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. 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 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 life. F- 13 (n) Property Plant & Equipment Property and equipment are stated at cost, which is generally comprised of the purchase price for such property or equipment, non-refundable duties and taxes, Installation cost, freight, other associated costs, but excludes any discounts and/or rebates, less accumulated depreciation and impairment. The Company reviews property and equipment for 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: Years Computer & peripherals 3 Furniture 5 Leasehold improvement 4 - 8 Office equipment 5 Plant and machinery 8 Server & networking 3 - 6 Vehicles 5 Pay per use systems 10 Demo system 10 (o) Long-lived Assets In accordance with ASC 360, “ Property Plant and Equipment ”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset and current expectation that the asset will more than likely not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the discounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain circumstances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. (p) Stock Compensation Expense Under the fair value recognition provisions of ASC Topic 718, Compensation-Stock Compensation, cost is measured at the grant date based on the fair value of the award and is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Determining the fair value of stock-based awards at the grant date requires significant judgment, including estimating the expected term over which the stock awards will be outstanding before they are exercised and the expected volatility of our stock. Stock Options : These provide employees with the right, but not the obligation, to purchase shares of the Company’s stock at a specified price within a defined period, as per the terms of the stock option agreement. Stock-based compensation expense associated with AVRA 2016 Stock Incentive Plan is measured at fair-value using a Black-Scholes option-pricing model at commencement of each offering period and recognized over that offering period. F- 14 Stock Units (Restricted Stock Units, or RSUs): These do not require the employee to exercise any options. Each stock unit automatically converts into a specified number of shares upon vesting. The Company uses last three month’s average share price of common stock on OTC (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 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 they occur. The Company accounts for equity instruments issued in exchange for goods or services from non-employees in accordance with ASC Topic 718 Stock Compensation. The costs associated with these equity instruments are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. (q) Income Taxes We record income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. The carrying amounts of deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses, the duration of statutory carry forward periods, and tax planning alternatives. We use a two-step approach in recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals and litigation processes, if any. The second step is to measure the largest amount of tax benefit as the largest amount that is more likely than not to be realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. 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 reporting periods could be impacted if uncertain tax positions that are not recognized are settled at an amount which differs from the Company’s estimate. Finally, if the Company is impacted by a change in the valuation allowance resulting from a change in judgment regarding the realizability of deferred tax assets, such effect will be recognized in the interim period in which the change occurs. F- 15 (r) Basic and Diluted Loss per Share The following table sets forth the computation of basic and diluted earnings per share: December 31, 2025 December 31, 2024 Net loss (a) ( 12,127,387 ) ( 19,151,197 ) Basic weighted average common shares outstanding (b) 190,009,159 170,847,444 Dilutive effect of convertible note (1) - 595,309 Dilutive effect of stock-based awards 8,690,302 9,760,921 Diluted weighted average common shares outstanding 198,699,461 181,203,673 Earnings per share attributable to SS Innovations International, Inc. stockholders: Basic and Diluted (a)/(b) ( 0.06 ) ( 0.11 ) (1) Represents dilution effect related to the interest on convertible notes in the calculation of diluted weighted average shares outstanding for the portion of the year. Refer Note 10– Notes Payable to the consolidated financial statements for further details. Basic net loss per share is calculated by dividing the net loss attributable to SSII stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which we report net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. (s) Research and Development Costs 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 Our financial instruments consist principally of accounts receivable, amounts due to related parties and promissory notes payable. The carrying amounts of cash and cash equivalents and promissory notes approximate fair value because of the short-term nature of these items. (u) Recent Accounting Pronouncements In November 2024, FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other depletion expenses. An entity’s share of earnings or losses from investments accounted for under the equity method is not a relevant expense caption that requires disaggregation. Such ASU’s amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. 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 Topic 270”): 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. We are currently evaluating the impact of this ASU on its consolidated financial statements. F- 16 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 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) (v) Leases The Company determines if an arrangement is a lease at inception of the contract. The Company’s assessment is based on whether: (1) the contract involves the use of a distinct identified asset, (2) the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term of the contract, and (3) the Company has the right to direct the use of the asset. A lease is classified as a finance lease if any one of the following criteria are met: (1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset or (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. Operating leases are presented within “Right-of-use assets, operating lease” “Current portion of operating lease liabilities” and “Operating lease liabilities, less current portion” in the Company’s consolidated balance sheets. Right-of-use assets (ROU) assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease arrangement. Lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets are recognized at commencement date in an amount equal to lease liability, adjusted for any lease prepayments, initial direct costs, and lease incentives. For leases in which the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date. The Company determines the incremental borrowing rate by adjusting the benchmark reference rates with appropriate financing spreads applicable to the respective geographies where the leases are entered and lease specific adjustments for the effects of collateral, if applicable. Lease terms include the effects of options to extend or terminate the lease when it is reasonably certain at commencement of the lease that the Company will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term reflecting single operating lease cost. The Company evaluates lease agreements to determine lease and non-lease components, which are accounted for separately. Lease payments that depend on factors other than an index or rate are considered variable lease payments and are excluded from the operating lease assets and liabilities and are recognized 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. 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. The Company reviews ROU assets for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. F- 17 Sales-type Leases Lease 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: (1) whether 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. Refer to Consolidated Statements of Comprehensive Loss. Total foreign currency transaction gains and losses were immaterial for the years ended December 31, 2025, and 2024. F- 18 NOTE 3 – SEGMENT INFORMATION The Company is focused on designing, manufacturing and marketing an advanced, next-generation and affordable surgical robotic system called the SSi Mantra, and the instruments and accessories used with SSi Mantra to perform a wide range of soft-tissue, robotically assisted surgeries. The Company is committed to accelerating access to surgical robotics technologies in all parts of the world and particularly in underserved regions through a comprehensive ecosystem of providing an affordable surgical robotic system, its related instruments and accessories backed up by clinical, field service and maintenance support also provided by the Company. The systems as well as instruments and accessories are primarily designed, developed and manufactured by the Company in its manufacturing facility located in India. During the year ended December 31, 2025, and 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 the Chief Operating Decision Maker (“CODM”). The CODM utilizes the Company’s long-range plan, which includes product development, technology refinement plans and long-range selling and financial models, as a key input to resource allocation. The CODM makes decisions on resource allocation, assesses performance of the business, and monitors budget versus actual results using gross margins and net income / loss from operations. Significant expenses within income from operations, as well as within net income / loss, include cost of revenue, research and development, and selling, general and administrative expenses, which are each separately presented on the Company’s Consolidated Statements of Operations. Other segment items within net income include interest and other income, net, and income tax expense. The Company’s long-lived assets consist primarily of property, plant and equipment. As of December 31, 2025, and 2024, 95 % of long-lived assets were in India and 5 % were outside India. NOTE 4 – PROPERTY, PLANT AND EQUIPMENT, NET The Company’s property, plant and equipment consisted of the following: As of December 31, 2025 As of December 31, 2024 Gross Amount Computer & peripheral 485,125 290,724 Furniture 335,664 175,538 Leasehold improvement 738,955 254,468 Office equipment 405,993 156,579 Pay Per Use Systems 5,368,388 3,374,228 Plant and machinery 592,426 377,121 Server & networking 40,380 34,926 Vehicles 680,211 191,961 Demo system 1,999,327 1,128,305 Capital work in progress - 47,592 Accumulated depreciation ( 1,545,923 ) ( 645,487 ) Total 9,100,546 5,385,955 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 purposes. As of December 31, 2025, four systems were located at the Company’s premises, and four systems were installed at a partner’s facility. These systems remain under the Company’s ownership and control and are therefore capitalized as property, plant, and equipment in accordance with ASC 360. F- 19 NOTE 5 – NET INVESTMENT IN SALE-TYPE LEASE Measurement of net investment The components of the Company’s investments in sales-type leases, net as of December 31, 2025 was as follows: As of December 31, 2025 As of December 31, 2024 Gross lease receivables 2,122,950 - Unearned income ( 502,775 ) - Subtotal 1,620,175 - Allowance for credit loss - - Net investment in sales-type leases 1,620,175 - The net investment in sales-type leases was classified in the consolidated balance sheets as follows: As of December 31, 2025 As of December 31, 2024 Other Current Assets 209,586 - Long-term investment in sales-type leases, net 1,410,589 - Net investment in sales-type leases 1,620,175 - Interest income recognition Interest income under sales-type leases during period ended December 31, 2025 were as follows: For the year ended December 31, 2025 For the year ended December 31, 2024 Interest income 14,697 - Maturity analysis of lease receivables The following table presents the undiscounted cash flows related to gross lease receivables as of December 31, 2025 As of December 31, 2025 As of December 31, 2024 2026 311,245 - 2027 339,235 - 2028 345,992 - 2029 356,127 - 2030 206,571 - 2031 and thereafter 530,534 - Total 2,089,704 - F- 20 NOTE 6 – ACCOUNTS RECEIVABLE Accounts receivable consisted of: As of December 31, 2025 As of December 31, 2024 Accounts receivable, net 12,398,542 4,466,047 Accounts receivable, net (non-current) 8,566,654 3,299,032 20,965,196 7,765,079 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 December 31, 2025 For the Year Ended December 31, 2024 Balance at the beginning 545,799 - Additions charged to expense 385,559 553,530 Foreign currency translation adjustment ( 35,178 ) ( 7,731 ) Balance at the end 896,180 545,799 Details of customers which accounted for 10% or more of total revenues or 10% or more of total accounts receivables during the years ended December 31, 2025 and 2024: Percentage of revenue for year ended December 31, Percentage of accounts receivables as of December 31, 2025 2024 2025 2024 Customer A ^ 3 % - 13 % ^ represents less than 1%. F- 21 NOTE 7 – CASH, CASH EQUIVALENTS 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, 2025 As of December 31, 2024 Cash and cash equivalents 3,206,406 466,500 Fixed Deposit Lien Against Overdraft Facility 5,922,160 5,768,396 Lien Against Letter of Credit - 24,757 Lien Against Bank Guarantee 43 45,355 Lien Against Credit Card Facility 15,447 - Restricted cash (Current) 5,937,650 5,838,508 Fixed Deposit Lien Against Bank Guarantee 458,964 302,307 Lien Against Credit Card Facility - 16,220 Restricted cash (Non-current) 458,964 318,527 Total Cash, cash equivalents and restricted cash 9,603,020 6,623,535 We have classified fixed deposits (FDs), which are subject to withdrawal restrictions, as Restricted cash. Additionally, time deposits with a maturity of over one year have been classified as non-current. The Company has secured a bank overdraft facility from HDFC Bank, collateralized by fixed deposits held with HDFC Bank. This facility includes a withdrawal restriction tied to the fixed deposit. (Refer Note 11 – Bank Overdraft.) NOTE 8 – PREPAID, CURRENT AND NON- CURRENT ASSETS Prepaid, Current and Non-Current Assets consisted of the following: As of December 31, 2025 As of December 31, 2024 Balances from statutory authorities 5,622,738 2,691,800 Prepaid expense- stock compensation current 1,157,911 1,074,991 Net investment in sale-type leases- current 209,586 - Security deposits 338,493 157,574 Other prepaid- current assets 2,865,331 2,513,973 Prepaid and other current assets 10,194,059 6,438,338 Prepaid expense- stock compensation non current 2,255,358 3,052,445 Net investment in sale-type leases- non current 1,410,589 - Security deposits 248,027 145,198 Other prepaid- non current assets 97,673 143,885 Prepaid and other non current assets 4,011,647 3,341,528 Total prepaid, current and non current assets 14,205,706 9,779,866 Prepaid expenses – stock compensation represents unamortized portion of common stock granted to advisors for services to be rendered by them in future. (Refer Note 19 – Stock Compensation Expenses). Refer Note-20 for Related Party Balances. F- 22 NOTE 9 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accounts payable and accrued current and non-current expenses consisted of the following: As of December 31, 2025 As of December 31, 2024 Accounts payable 5,127,193 2,312,382 Payable to statutory authorities 91,393 55,699 Client liabilities 104,696 574,603 Salary payable 21,548 91,825 Other accrued liabilities 5,608,065 1,162,687 Total accrued liabilities 5,825,702 1,884,814 Provision for gratuity- non current 188,622 74,817 Client liabilities 100,142 - Total accrued liabilities- Non Current 288,764 74,817 Total accounts payable, accrued current and non current liabilities 11,241,659 4,272,013 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. 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 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 its affiliate by issuance of One-Year 7 % Promissory Notes 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. In October and November 2024, the Company raised $ 500,000 from its affiliate by issuance of One-Year 7 % Promissory Notes 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. In December 2024, the Company raised $ 2,000,000 from its affiliate by issuance of One-Year 7 % Convertible Promissory Notes 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 $ 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. 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 $ 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. F- 23 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 Company. Refer Note-20 for Related Party Balances. NOTE 11 – BANK OVERDRAFT Bank Overdraft consisted of: As of December 31, 2025 As of December 31, 2024 HDFC Bank Ltd overdraft (OD1) 4,829,115 4,486,181 HDFC Bank Ltd overdraft (OD2) 493,355 3,508,725 HDFC Bank Ltd overdraft (OD3) 6,120,478 - Bank overdraft 11,442,948 7,994,906 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. Sudhir 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. The WCDL is 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 Contract liabilities (deferred revenue) consist of advance billings and billing in excess of revenues recognized. Deferred revenue also includes the amount for which services have been 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, 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. F- 24 In case of systems sold on a deferred payment basis, the present value of the invoiced system sales, realizable over the deferred payment period, is recognized as system sales. The difference between the invoiced amount and its present value is adjusted (reduced) in the accounts receivable balance. This difference is recorded as interest income under other income, with a corresponding impact on accounts receivable over the collection period of contract. The Company recorded $ 497,549 and $ 335,222 as interest income on account of deferred financing component during the years ended December 31, 2025, and 2024 respectively. As of December 31, 2025 As of December 31, 2024 Deferred revenue- beginning of period 6,452,555 1,095,480 Additions 6,472,933 5,685,704 Net changes in liability for pre-existing contracts 12,925,488 6,781,184 Revenue recognized for system sales 407,118 - Revenue recognized for instrument sales 1,233,482 151,111 Revenue recognized for warranty sales 878,395 177,518 Deferred revenue- end of period 10,406,493 6,452,555 Deferred revenue expected to be recognized in: One year or less 3,266,686 1,278,602 More than one year 7,139,807 5,173,953 10,406,493 6,452,555 The following table disaggregates our revenue by major source: For the Year Ended December 31, 2025 For the Year Ended December 31, 2024 System sales 38,353,048 19,457,767 Instruments sale 3,183,757 942,548 Warranty sale 877,033 177,518 Lease income 70,909 71,695 Total revenue 42,484,747 20,649,528 Revenues for each of the two years in the period ended December 31, 2025 and 2024 by geographic region (determined based upon customer domicile), were as follows: For the Year Ended December 31, 2025 For the Year Ended December 31, 2024 India 36,790,658 19,083,703 Philippines 2,247,832 - Indonesia 1,015,221 595,903 South America 1,007,103 468,203 Iraq 766,256 - Cyprus 522,329 - Oman 85,382 - UAE 31,256 - Nepal 18,710 501,719 42,484,747 20,649,528 F- 25 NOTE 13 – STOCKHOLDERS’ EQUITY Common stock The Company is authorized to issue up to 250,000,000 shares of common stock, $ 0.0001 par value per share. The Company has one class of common stock outstanding. Holders of the Company’s 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. 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 (December 31, 2024: 171,579,284 ) issued and outstanding common shares. Holders of common stock are entitled to one vote for each share of common stock. 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. ” As of December 31, 2025, there were 1,000 (December 31, 2024: 1,000 ) issued and outstanding preferred stock. Common stock issued at the time of Merger At Closing of the Merger on April 14, 2023, 135,808,884 shares of our common stock and 1,000 Series A Preferred Shares were issued to Cardio Ventures. This includes common stock that was issued to Dr. Frederic Moll and one other accredited investor, who each provided $ 3,000,000 in interim financing to the Company pending consummation of the Merger. Following the Merger an additional 3,818,028 shares of our common stock were issued to Dr. Frederic Moll per his interim financing agreement with the Company. 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 proceeds. In December 2023, the Company received $ 50,000 total proceeds in relation to the issuance of 12,500 shares of common stock upon the exercise of warrants previously sold to three accredited investors at an exercise price of $ 4.00 per share. These shares are formally issued to the accredited investor subsequent to the year end 31 December 2023. Company has disclosed 12,500 common stock in Consolidated Statements of changes in equity as “Common stock to be issued”. During the year ended December 31, 2023, Farhan Taghizadeh exercised options and received 50,000 shares of common stock at a price of $ 1.00 per share. During the year ended on December 31, 2023, the Company issued 3,000 shares of common stock to Henry Gewanter in exchange for advisory services to be rendered over a 12-month period. The total fair value of such services is $ 24,450 . The value of services is calculated at the fair market value of shares as on date of contract. During the year ended on December 31, 2023, the Company issued 50,000 shares of common stock to PCG Advisory, for investor and digital marketing services. The total value of such services is $ 100,000 . During the year ended on December 31, 2023, the Company issued 75,000 shares of common stock to Seminars, Inc. that conducted online investment seminars in which the Company participated. The total value of services is $ 500,000 . F- 26 During the year ended on December 31, 2023, the Company issued 116,348 shares of common stock to Somashekhar S P in exchange for advisory services to be rendered over a five-year period. Total fair value of such services is $ 1,045,968 . 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 Company issued 477,084 shares of common stock to Dr. Sudhir Kumar Rawal (RSS & Co Ltd) in exchange for his advisory services to be rendered over a five-year period. The total fair value of such services is $ 4,288,985 . 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 Company issued 13,816 shares of common stock to Dr. Van Praet Frank in terms of his contract for advisory services to be rendered over a five-year period. 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. During the year ended on December 31, 2023, the Company issued 1,860 shares of common stock to Dr. Amitabh Singh in terms of his contract for advisory services to be rendered over a five-year period. 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. During the year ended on December 31, 2023, the Company issued 1,480 shares of common stock to Dr. Ashish Khanna under the terms of his contract for advisory services to be rendered over a five-year period. The total fair value of services is $ 13,305 . 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 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. 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 March 1, 2024, the Company issued 15,000 shares of common stock to PCG Advisory, for investor and digital marketing services. The total value of such services is $ 101,250 . On August 31, 2024, the Company issued 125,000 shares of common stock to five advisors in exchange for advisory services to be rendered over a 5 year period. The total value of such services is $ 40,000 . The value of services is calculated at the fair market value of shares as of the date of contract. On November 27, 2024, the Company issued 169,118 shares of common stock to Group Chief Financial Officer, Anup Kumar Sethi, which is second tranche of 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 60 % vests in three equal annual instalments subject to his remaining employed by the Company or its subsidiaries. On November 27, 2024, the Company issued 536,747 shares of common stock to 80 employees of the Company’s subsidiary which is second tranche of 20 % of the total shares awarded to them in Nov 2023 pursuant to the Company’s 2016 Incentive Stock Plan. The balance of 60 % vests in three equal annual instalments subject to such employees remaining employed by the Company or its subsidiaries. On December 2, 2024, the Company issued 9,034 shares of common stock to an advisory firm in terms of the engagement document signed with them to provide production and graphics services to the Company. On 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. F- 27 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 . The 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. F- 28 NOTE 14 – INVENTORY Inventory consisted of the following: As of December 31, 2025 As of December 31, 2024 Raw materials (includes goods in transit $ 502,392 (December 31, 2024: $ 969,959 ) 7,027,016 4,461,898 Work-in-progress 1,426,933 1,436,250 Finished goods 8,717,761 4,308,750 Less: Inventory valuation allowance ( 107,708 ) - 17,064,002 10,206,898 Changes in the inventory valuation allowance were as follows: For the Year Ended December 31, 2025 For the Year Ended December 31, 2024 Balance at the beginning - - Additions charged to expense 110,332 - Foreign currency translation adjustment ( 2,624 ) - Balance at the end 107,708 - NOTE 15 – LEASES The Company conducts its operations using facilities leased under operating lease agreements that expire at various dates. The following is a summary of operating lease assets and liabilities: Operating leases As of December 31, 2025 As of December 31, 2024 Assets Right of use operating lease assets 2,754,020 2,623,880 Liabilities Current portion of operating lease liabilities 579,169 409,518 Non Current portion of operating lease liabilities 2,337,697 2,349,118 Total lease liabilities 2,916,866 2,758,636 Operating leases As of December 31, 2025 As of December 31, 2024 Weighted average remaining lease terms (years) Ilabs Info Technology 3rd Floor 4.19 5.19 Ilabs Info Technology 1st Floor 4.58 5.58 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 Weighted average discount rate Ilabs Info Technology 3rd Floor 12.00 % 12.00 % Ilabs Info Technology 1st Floor 12.00 % 12.00 % 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 % F- 29 Supplemental cash flow and other information related to leases are as follows: For the Year Ended December 31, 2025 December 31, 2024 Cash payments for amounts included in the measurement of lease liabilities: Operating cash outflows for operating leases 792,166 705,868 Maturities of lease liabilities as of December 31, 2025 were as follows: Fiscal year Operating Leases Amount (in $) 2026 883,697 2027 845,685 2028 682,082 2029 710,106 2030 358,554 2031 and thereafter 331,032 Total lease payment 3,811,156 Less: Imputed Interest 894,290 Present value of lease liabilities 2,916,866 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 Particulars December 31, 2025 December 31, 2024 Domestic USA ( 14,730,544 ) ( 17,924,310 ) Foreign India 6,572,634 ( 464,332 ) Bahamas ( 3,037 ) ( 762,555 ) Total ( 8,160,947 ) ( 19,151,197 ) Income tax expense/(benefit) consists of the following: For the year ended Particulars December 31, 2025 December 31, 2024 Current Provision: Domestic Federal 20,000 - State - - Foreign India 4,459,265 - Deferred Provision/(Benefit): Domestic - - Federal - - State - - Foreign India ( 512,825 ) - Income tax expense/(benefit) 3,966,440 - F- 30 Deferred income taxes recognized in OCI are as follows: For the year ended Particulars December 31, 2025 December 31, 2024 Deferred taxes benefit / (expense) recognized on: Domestic Federal - - State - - Foreign India Retirement benefits ( 20,037 ) - Total ( 20,037 ) - 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 in ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The following table reconciles the U.S. 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. 2023-09. For the year ended Particulars December 31, 2025 Percent Accounting loss before income tax ( 8,160,947 ) US Federal Statutory Tax Rate ( 1,713,799 ) 21.00 % US State and Local Statutory Tax Rate^ ( 448,852 ) 5.50 % Statutory Tax Rate Difference between India and US 172,203 ( 2.11 )% US GAAP accounting difference over Indian jurisdiction profit* 1,928,422 ( 23.63 )% Non-deductible expenses 434,062 ( 5.32 )% Excess tax expense/(benefit) on depreciation ( 92,020 ) 1.13 % Excess tax expense/(benefit) on carry forward loss ( 230,489 ) 2.82 % Excess tax expense/(benefit) on account of late payment 505,278 ( 6.19 )% Others 802 ( 0.01 )% Effect of Cross-Border Tax Laws Tax Credits Non-taxable or Non-Deductible Items Section 162(m) - - Changes in valuation allowance 3,903,658 ( 47.83 )% Other adjustment 20,000 ( 0.25 )% Income tax expense/(benefit) 4,479,265 ( 54.89 )% * 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. F- 31 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: For the year ended Particulars December 31, 2024 Accounting Profit/(Loss) before income tax ( 19,151,197 ) Income tax expense (benefit) at federal statutory rate at 21 % ( 4,021,751 ) Foreign tax rate differential ( 798,222 ) Non-deductible expenses 245,753 Excess tax expense/(benefit) on depreciation ( 66,770 ) Excess tax expense/(benefit) on security deposit 285 Impact of unrecognized deferred tax asset on the loss of the year 4,640,705 Income tax expense/(benefit) - The components of the deferred tax assets/liabilities balances are as follows: For the year ended Particulars December 31, 2025 December 31, 2024 Deferred tax assets: Net operating loss carry forwards 10,716,055 5,954,360 Stock Compensation Expenses 1,814,301 2,735,374 Lease payments 32,614 28,299 Credit loss reserve 350,862 198,703 End of Service Benefits 74,807 - Payment to Vendor 219,212 - Provisions 43,094 - Others 339,647 320,815 Deferred tax assets 13,590,592 9,237,551 Valuation allowance ( 12,870,003 ) ( 9,150,495 ) Deferred tax assets 720,589 87,056 Deferred tax liabilities: Depreciation and amortization ( 186,862 ) ( 74,285 ) Others - ( 12,771 ) Deferred tax liabilities ( 186,862 ) ( 87,056 ) Net deferred tax assets/(liability) 533,727 - 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. F- 32 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. The amount 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 Particulars December 31, 2025 December 31, 2024 Valuation Allowance at the beginning 9,150,495 5,123,862 Additions 3,903,658 4,026,633 Reversals ( 184,150 ) - Valuation Allowance at the end 12,870,003 9,150,495 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: Particulars For the year ended December 31, 2025 For the year ended December 31, 2024 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: Nil). Income tax paid (net of refunds received) including tax deducted at source consisted of the following : Particulars For the year ended December 31, 2025 For the year ended December 31, 2024 United States - - India 207,974 - Total 207,974 - 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. No material adjustments have been proposed to date. The U.S. entity has not been selected for IRS examination for any of the open tax years. NOTE 17 – EMPLOYEE BENEFIT PLAN The Company’s Gratuity Plan in India provides for a lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company. Liabilities under this plan are determined by actuarial valuation using the projected unit credit method. Current service costs for these plans are accrued in the year to which they relate. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans, are recognized and amortized over the remaining period of service of the employees. The Gratuity Plan is unfunded, and the company does not make contributions to the plan assets. F- 33 The benefit obligation has been measured as of 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: As of December 31, 2025 As of December 31, 2024 Change in projected benefit obligation Projected benefit obligation as on beginning 80,833 34,005 Service cost 59,280 30,692 Amortization of prior service cost^^ 1,433 - Interest cost 5,627 2,373 Benefits paid - - Actuarial loss ^ 29,553 14,226 Prior service cost^^ 37,823 - Effect of exchange rate changes ( 5,978 ) ( 463 ) Projected benefit obligation at end 208,571 80,833 Unfunded status in the end 208,571 80,833 Unfunded amount recognized in consolidated balance sheets Non-current liability (included under other non-current liabilities) 188,622 74,817 Current liability (included under accrued employee costs) 19,949 6,016 Total accrued liability 208,571 80,833 Accumulated benefit obligation at end 101,031 42,792 (^) 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: For the Year Ended December 31, 2025 For the Year Ended December 31, 2024 Service cost 59,280 30,692 Amortization of prior service cost 1,433 - Interest cost 5,627 2,373 Expected return on plan assets - - Amortization of actuarial loss, gross of tax - - Net gratuity cost 66,340 33,065 The components of retirement benefits included in AOCI, excluding tax effects, were as follows: For the Year Ended December 31, 2025 For the Year Ended December 31, 2024 Net actuarial loss 29,553 14,226 Net prior service cost 37,823 - Amount recognized in AOCI, excluding tax effects 67,376 14,226 The weighted average actuarial assumptions used to determine benefit obligations and net gratuity cost were: As of December 31, 2025 As of December 31, 2024 Discount rate 7.39 % 7.22 % Rate of increase in compensation levels 15.50 % 12.50 % Expected long-term rate of return on plan assets per annum - - F- 34 The Company evaluates these assumptions annually based on its long-term plans of growth and industry standards. The discount rates are either based on current market yields on government securities or yields on government securities adjusted for a suitable risk premium, if available. Expected benefit payments as of December 31, 2025 2025 19,327 2026 34,183 2027 37,249 2028 32,690 2029 28,119 2030-2034 156,962 NOTE 18 – FAIR VALUE MEASUREMENT – FINANCIAL INSTRUMENTS Assets and liabilities recorded at fair value are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair value. The levels of the fair value hierarchy are: ● Level 1: observable inputs such as quoted prices in active markets. ● Level 2: inputs other than quoted prices in active markets that are either directly or indirectly observable; and ● Level 3: unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions. The Company’s financial assets which are set out below in the table are measured at fair value by considering the level III inputs. The Company does not have financial assets which are measured using Level I or Level II inputs. Carrying value and fair value of Level III Financial assets and liabilities: Carrying Value Fair Value December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Financial Assets Account receivables, net (1) 8,566,654 3,299,032 8,566,654 3,299,032 Net investment in sale-type lease-non current (2) 1,410,589 - 1,410,589 - Other non-current financial assets (3) 248,027 214,252 248,027 214,252 Total 10,225,270 3,513,284 10,225,270 3,513,284 Financial Liabilities Lease liabilities (4) 2,337,697 2,349,118 2,337,697 2,349,118 Total 2,337,697 2,349,118 2,337,697 2,349,118 (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. (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). F- 35 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 $ 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. 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. Stock Options issued to Doctors/Proctors/Advisors (“Advisor’s”) : The Company issues shares of the Company’s common stock (“Advisory Shares”) to retain and compensate certain Advisors for performing services for the Company and in exchange for the compensation, which is issued in a phased manner as determined by the company. The “Services” include but are not limited to (a) providing proctoring and medical advisory services, (b) advising the Company on the development of surgical robotics procedures and improvements in design and technology (c) participation in case of observation and performance of live surgeries, and (d) disseminating information about the Company’s products in various scientific meetings and surgical robotic conferences globally (e) investor’s digital marketing support. The Company issues such Advisory Shares in a phased manner commensurate with the period over which the services are to be performed, as determined by the Company. F- 36 Stock Options Stock options activity for the year ended December 31, 2025, was as follows: Number of shares options Weighted average grant date fair value per share Unvested balance as of December 31, 2024 2,536,776 $ 3.41 Granted - - Vested 845,592 $ 3.41 Forfeited - - Unvested balance as of December 31, 2025 1,691,184 $ 3.41 Number of shares options Weighted average grant date fair value per share Exercisable balance as of December 31, 2025 5,886,997 $ 2.26 Stock options activity for the year ended December 31, 2024, was as follows: Number of shares options Weighted average grant date fair value per share Unvested balance as of December 31, 2023 3,382,368 $ 3.41 Granted 3,350,221 $ 1.39 Vested 4,195,813 $ 1.79 Forfeited - - Unvested balance as of December 31, 2024 2,536,776 $ 3.41 Number of shares options Weighted average grant date fair value per share Exercisable balance as of December 31, 2024 5,041,405 $ 2.06 The aggregate fair value of the stock options vested was $ 2,883,268 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, 2025. Further there were no stock options issued during the year December 31, 2025. F- 37 Restricted Stock Awards (RSA) Restricted Stock Awards activity for the year ended December 31, 2025, was as follows: Number of shares RSAs Weighted average grant date fair value per share Unvested balance as of December 31, 2024 2,117,598 $ 7.76 Granted - - Vested 527,325 $ 7.76 Forfeited 535,635 $ 7.76 Unvested balance as of December 31, 2025 1,054,638 $ 7.76 Number of Shares RSAs Weighted average grant date fair value per share Exercisable balance as of December 31, 2025 - - Restricted Stock Awards activity for the year ended December 31, 2024, was as follows: Number of shares RSAs Weighted average grant date fair value per share Unvested balance as of December 31, 2023 2,874,223 $ 7.76 Granted - - Vested 705,865 $ 7.76 Forfeited 50,760 $ 7.76 Unvested balance as of December 31, 2024 2,117,598 $ 7.76 Number of Shares RSAs Weighted average grant date fair value per share Exercisable balance as of December 31, 2024 - - During the year ended December 31, 2025, 527,325 RSU were exercised and issued to employees of total common stock of $ 4,092,042 . F- 38 Advisory shares: Common stock issued to consultants as advisory shares during the year as follows: Grant dates Fair value on grant date Unvested shares in the beginning Shares granted during the year Shares vested during the period Unvested shares at the end of the period 31-Oct-23 8.99 39,147 - 4,606 34,541 31-Oct-23 8.99 5,270 - 620 4,650 31-Oct-23 8.99 4,193 - 493 3,700 31-Oct-23 8.99 16,533 - 1,945 14,588 30-Apr-25 10.89 - 20,000 20,000 - 16-May-25 9.84 - 20,000 20,000 - 15-May-25 9.15 - 1,639 1,639 - 65,143 41,639 49,303 57,479 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 During the year ended December 31, 2025, the Company has recorded share compensation expense of $ 8,128,103 in relation to stock options, RSU and Advisory shares as follows: For the Year Ended December 31, 2025 For the Year Ended December 31, 2024 Stock options 2,883,468 7,546,149 Restricted stock units (RSU) 3,962,950 5,479,441 Advisory shares 1,281,685 1,317,194 Total stock compensation expenses 8,128,103 14,342,784 Stock option model & assumptions 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 till December 31, 2025 are as follows: Year ended December 31, 2025 Grant date Stock Options February 13, 2024 Stock Options November 27, 2023 Restricted stock awards November 27, 2023 Fair value on grant date $ 1.39 $ 3.41 $ 7.76 Risk free interest rate 4.40 % 4.40 % 4.40 % Expected volatility 24.96 % 18.50 % 18.50 % Exercise prices $ 5.00 $ 5.00 0.0001 Share price on the grant date $ 5.50 $ 7.76 $ 7.76 Expected term of vesting 2.5 years 4 years 4 years As share-based compensation expense recognized in the Consolidated Statements of operations and comprehensive loss during the years ended December 31, 2025, and 2024, is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures, if any. As of December 31, 2025, there was $ 5,766,937 , $ 8,184,023 (December 31, 2024: $ 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. F- 39 NOTE 20 – RELATED PARTY The details of transactions and balances outstanding with the related parties for the year ended December 31, 2025 and 2024 are as follows: Particulars For the Year Ended December 31, 2025 For the Year Ended December 31, 2024 Transactions during the year: Expenses incurred on behalf of affiliates Srivastava Robotic Surgery Pvt Ltd 67 345 SS International Centre for Robotics Surgery Pvt Ltd 16,858 948 Sudhir Srivastava Medical Innovations Pvt Ltd 91 491 Telegnosis Pvt Ltd 588 345 Expense incurred on behalf of Company Sudhir Prem Srivastava 186,622 ( 239,223 ) Barry F. Cohen 5,753 - Dr. Frederic H Moll 11,499 - Dr. S.P. Somashekhar 5,543 - Mr. Tim Adams 2,819 - 2016 Stock Incentive Plans Expenses/(Reversal) Anup Sethi # ( 122,247 ) 1,315,032 Barry F. Cohen 576,694 577,868 Dr. S.P. Somashekhar 212,394 210,260 Sudhir Prem Srivastava 1,730,081 6,390,413 Vishwajyoti P. Srivastava, M.D 576,694 577,868 Consultancy charges, Sitting fees and other perquisites Anup Sethi # 66,598 178,251 Barry F. Cohen 180,000 180,000 Sudhir Prem Srivastava 899,538 889,567 Vishwajyoti P. Srivastava, M.D 321,001 212,164 Arvind Palaniappan # 16,102 - Naveen Kumar Amar # 44,347 - Dr. Frederic H Moll 4,500 - Dr. S.P. Somashekhar 6,000 - Mr. Tim Adams 6,000 - Mylswamy Annadurai 6,000 - Proceeds from notes issued Sushruta Private Limited 28,000,000 6,000,000 Interest accrued on notes Sushruta Private Limited 182,400 194,785 Conversion of notes into common stock Sushruta Private Limited 30,164,548 - F- 40 Balances outstanding as on year end: As of December 31, 2025 As of December 31, 2024 Accrued expenses & other current liabilities: Balance receivable / (payable) Barry F. Cohen ( 496,253 ) ( 310,500 ) Sushruta Private Limited - 194,785 Vishwajyoti P. Srivastava, M.D - ( 75,006 ) Prepaids and other current assets: Srivastava Robotic Surgery Pvt Ltd 394 345 SS International Centre for Robotics Surgery Pvt Ltd 17,360 948 Cardio Bahamas ^ ( 76,741 ) ( 76,741 ) SSI PTE Singapore ^ ( 424,586 ) ( 424,586 ) Sudhir Prem Srivastava, M.D. ^ 2,378,493 1,644,825 Sudhir Srivastava Medical Innovations Pvt Ltd 556 491 Telegnosis Private Limited 1,257 727 Sushruta Private Limited 5,000 5,000 Vishwajyoti P. Srivastava, M.D 10,178 - Notes payable: Sushruta Private Limited - ( 6,000,000 ) ^ 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. # 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. Further Mr. 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 applicable taxes. This lease expires in March 2030. 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 operations. This lease provides for a monthly payment of $ 8,905 plus taxes and expires on July 31, 2030 . In May 2025, the Company signed another lease agreement for occupying an additional space for warehouse purposes in Gurugram which provides for monthly payment of $ 3,420 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. F- 41 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 1. On January 2, 2026, Mr. Naveen Kumar Amar has resigned from his position of Company’s Chief Financial Officer. 2. On January 16, 2026, the Company appointed Milan Rao as Chief Operating Officer and as the Company’s Chief Financial Officer. 3. 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 expenses. 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: Ø 498,753 shares to Dr. Sudhir Srivastava, our Chairman and Chief Executive Officer at $ 4.01 per share amounting to $ 2,000,000 ; Ø 501,253 shares to Dr. Frederic Moll, our Vice Chairman at $ 3.99 per share amounting to $ 2,000,000 ; Ø 300,000 shares to Tim Adams, a director at $ 3.99 per share amounting to $ 1,197,000 ; and ● 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. F- 42