What changed in this filing

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Item 1. Financial Statements

2026-05-13 compared with 2025-10-28 · 695 added, 915 removed, 799 unchanged (67% of the section changed)

Financial Statements

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED

BALANCE SHEETS

September 30,

SS INNOVATIONS INTERNATIONAL,

CONDENSED CONSOLIDATED BALANCE SHEETS

Current Assets:

13 unchanged sentences

Bank overdraft facility

Notes payable

Current portion of operating lease liabilities

10 unchanged sentences

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 September 30, 2025 and December 31, 2024

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

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

1,000 shares issued and outstanding as of March 31, 2026, and December 31, 2025

Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 200,131,535 shares and 194,165,141 shares issued and outstanding as of March 31, 2026 and December 31, 2025 respectively

Accumulated other comprehensive income (loss)

( 3,573,137 )

( 2,022,660 )

Additional paid in capital

1 unchanged sentence

Accumulated deficit

( 59,372,505 )

( 55,789,934 )

Total stockholders’ equity

2 unchanged sentences

Financial Statements

SS INNOVATIONS INTERNATIONAL, INC.

SS INNOVATIONS INTERNATIONAL,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

1 unchanged sentence

For The Three months ended

September 30,

Instruments sale

16 unchanged sentences

Interest and other income, net

TOTAL INCOME / (EXPENSE), NET

TOTAL INCOME, NET

LOSS BEFORE INCOME TAXES

7 unchanged sentences

Weighted average- diluted shares

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

STATEMENTS OF OTHER COMPREHENSIVE LOSS

$ ( 3,582,571 )

2 unchanged sentences

Foreign currency translation loss

Retirement Benefit (net of tax)

Income tax effect relating to retirement benefit

TOTAL OTHER COMPREHENSIVE LOSS

TOTAL COMPREHENSIVE LOSS

( 1,557,111 )

$ ( 3,306,516 )

See accompanying notes to Condensed Consolidated

Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

For the nine months ended

September 30,

Instruments sale

Warranty sale

Total revenue

Cost of revenue

( 14,783,062 )

( 8,049,960 )

OPERATING EXPENSES:

Research & development expense

Stock compensation expense

Depreciation and amortization expense

Selling, general and administrative expense

TOTAL OPERATING EXPENSES

Loss from operations

( 7,459,037 )

( 17,137,276 )

OTHER INCOME (EXPENSE):

Interest Expense

Interest and other income, net

TOTAL INCOME / (EXPENSE), NET

LOSS BEFORE INCOME TAXES

( 7,455,220 )

( 17,227,806 )

Income tax expense

$ ( 9,656,008 )

$ ( 17,227,806 )

Net loss per share - basic and diluted

Weighted average - basic shares

Weighted average - diluted shares

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

$ ( 9,656,008 )

$ ( 17,227,806 )

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation loss

Retirement Benefit (net of tax)

Income tax effect relating to retirement benefit

Retirement Benefit

RECLASSIFICATION ADJUSTMENTS:

Retirement Benefit (1)

Income tax effects relating to retirement benefit

TOTAL OTHER COMPREHENSIVE LOSS

( 1,550,477 )

TOTAL COMPREHENSIVE LOSS

1 unchanged sentence

$ ( 5,658,639 )

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

See accompanying notes to Condensed Consolidated

Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

SS INNOVATIONS INTERNATIONAL,

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

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

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND

MARCH 31, 2025

Preferred Stock

Common Stock to be Issued

Accumulated other

comprehensive

Accumulated other comprehensive

Additional Paid-In

Total Stockholders’

2 unchanged sentences

( 2,022,660 )

Stock compensation

Common stock issued against exercise of warrants

Conversion of notes payable to equity

( 55,789,934 )

( 5,658,639 )

Balance as at March 31, 2025

$ ( 49,343,900 )

$ ( 726,911 )

Proceeds from Private investment in Public Equity, net

of issuance costs

Stock compensation

Common stock issued against exercise of options

Stock issued for services

Balance as at June 30, 2025

( 1,550,477 )

( 3,582,571 )

Stock compensation

Common stock issued against exercise of options

Stock issued for services

( 5,133,048 )

( 4,199,976 )

Balance as at September 30, 2025

Balance as at March 31, 2026

( 3,573,137 )

4 unchanged sentences

Common stock issued against exercise of warrants

Stock issued for services

Conversion of notes payable to equity

( 5,681,353 )

2 unchanged sentences

( 49,343,900 )

$ ( 266,306 )

Stock compensation

( 4,140,570 )

( 4,153,402 )

Balance as at June 30, 2024

$ ( 38,493,673 )

$ ( 279,138 )

Stock compensation

Stock issued for services

( 3,245,483 )

( 3,306,516 )

Balance as at September 30, 2024

( 41,739,156 )

See accompanying notes to Condensed Consolidated

Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

SS INNOVATIONS INTERNATIONAL,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended

September 30,

For The Three months ended

March 31, 2026

March 31, 2025

Cash flows from operating activities:

6 unchanged sentences

Interest and other income, net

(Reversal of) / Provision for credit loss reserve

Deferred income tax benefit

Stock compensation expense

Provision for / (Reversal of) credit loss reserve, net

Provision for slow moving inventory

Changes in operating assets and liabilities:

Accounts receivable, net

( 6,086,871 )

( 3,741,191 )

Inventory, net

( 5,082,673 )

( 5,254,740 )

Deferred revenue

1 unchanged sentence

( 2,066,322 )

( 1,003,604 )

Accounts payable

7 unchanged sentences

Purchase of property, plant and equipment

( 1,944,527 )

Net cash used in investing activities

( 1,944,527 )

Cash flows from financing activities:

Proceeds from bank overdraft facility (net)

Proceeds from issuance of promissory notes to principal stockholder

Proceeds from issuance of convertible notes to principal stockholder

Proceeds from issuance of convertible notes to other investors

Repayment of convertible notes to principal stockholder, including interest

Proceeds from Private Investment in Public Equity, net of transaction costs

Proceeds from issuance of convertible notes to principal shareholder

Repayment of convertible notes to principal shareholder, including interest

( 4,212,637 )

Repayment of convertible notes to other investors, including interest

Repayment of convertible notes to other investors, including

( 1,068,849 )

2 unchanged sentences

Effect of exchange rate on cash

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at end of the period

( 1,390,912 )

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at end of the year

For cash and cash equivalents and restricted cash, refer Note 7

Supplemental disclosure of cash flow information:

Transaction Costs relating to Private Investment in Public Equity

Conversion of convertible notes into common stock, including interest

Transfer of systems from inventory to property, plant and equipment

Transfer of systems from property, plant and equipment to inventory

See accompanying notes to Condensed Consolidated

Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

SS INNOVATIONS INTERNATIONAL,

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

On April 14, 2023, a wholly owned subsidiary of

the Company, 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

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 (Note 5) was accounted for as

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

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.

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

stock for the net assets of AVRA, accompanied by a recapitalization.

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

has been considered the ultimate holding company.

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

in existence and served as the ultimate holding company.

On October 18, 2022, Cardio Ventures Inc.

acquired controlling interest in Otto Pvt Ltd.

Cardio Bahamas, making Cardio Ventures Inc.

acquired controlling interest in Otto

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.

Effective April 25, 2025, the Company’s

common stock was uplisted to the Nasdaq Stock Market LLC (“NASDAQ”) , where it is listed for trading on the NASDAQ

Capital Market under the ticker symbol “SSII”.

Basis of Presentation

Unaudited Interim Condensed Consolidated Financial

The interim condensed consolidated balance sheet as of September 30,

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

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

2024 are unaudited.

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

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

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

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

The interim condensed consolidated balance sheet

as of March 31, 2026, and the interim condensed consolidated statement of operations, comprehensive loss and stockholders’ equity

for the three months ended March 31, 2026 and March 31, 2025 and flows for the three months ended March 31, 2026 and March 31, 2025 are

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

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

the fair presentation of our financial position as of March 31, 2026 and our results of operations for the three months and cash flows

for the three months ended March 31, 2026 and March 31, 2025.

The financial data and other financial

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

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

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

The interim condensed consolidated results of operations for the three months ended March 31, 2026 are not necessarily

indicative of the results to be expected for the year ending December 31, 2026 or for any future annual or interim period.

The condensed

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

of that date.

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

statements included in the Annual Report on Form 10-K for the year ended December 31, 2024 as filed by us with the U.S.

Securities and

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

The interim condensed consolidated financial statements

and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“ GAAP ”).

condensed consolidated balance sheet as of December 31, 2025 included herein was produced from the audited consolidated financial

statements as of that date.

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

consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025 as filed by us

with the SEC on March 10, 2026 and the Amendment included in the Form 10-K/A as filed by us with the SEC on March 31, 2026.

The interim condensed consolidated financial

statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“ GAAP ”).

The accompanying condensed financial statements have been prepared on a consolidated basis and reflect the condensed consolidated financial

statements of SS Innovations International, Inc.

and all of its subsidiaries (the “ Group ”).

statements of the Company and all of its subsidiaries.

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 condensed consolidated financial statements.

Certain prior period amounts have been reclassified to conform

to the current year presentation.

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

transactions, are eliminated while preparing condensed 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

Principles of Consolidation

The consolidated financial statements include

our accounts and all majority-owned subsidiaries.

Intercompany accounts and transactions have been eliminated in consolidation.

follows a monthly reporting calendar, with its fiscal year ending on December 31.

Reclassifications

Certain prior period amounts have been reclassified

to conform with the current presentation period.

Going Concern

3 unchanged sentences

The Company had a working capital surplus of $ 40,216,514 and an accumulated

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

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

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

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

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

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

fund operations.

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

year after the date that the unaudited interim condensed consolidated financial statements are issued.

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

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.

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.

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.

Notes are payable in full after 12 months from the respective date of issuance of these Notes and are convertible at the election of noteholder

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

In January 2025, the Company raised $ 28,000,000

from its affiliate by issuance of One-Year 7 % Convertible Promissory Notes to finance its ongoing working capital requirements.

Notes are payable in full after 12 months from the respective date of issuance of these Notes and are convertible at the election of noteholder

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

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

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

year 2024, along with interest due thereon.

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

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

In February 2025, the Company converted three

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

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

In February 2025, the Company converted Convertible

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

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

In March 2025, the Company converted Convertible

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

deficit of $ 59,372,505 as of March 31, 2026.

The Company also had net losses of $ 3,582,571 for three ended March 31, 2026 respectively,

which losses primarily resulted from non-cash items such as stock compensation expense of $ 3,144,315 for the three months ended March

31, 2026, respectively, and depreciation of $ 323,747 for the three months ended March 31, 2026, respectively.

In addition, the Company

has been dependent on related parties to fund operations.

These conditions raise substantial doubt about the Company’s ability

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

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

the Company completed a private placement of its common stock which generated net proceeds of $ 18,446,498 , after deducting offering expenses.

In the offering, we offered and sold 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 ;

● 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

1 unchanged sentence

through the next twelve (12) months.

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

meet its longer-term capital needs.

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

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

successful in generating additional revenues and ultimately achieving profitability.

The accompanying financial statements do not include

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

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

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 condensed 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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

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cash and restricted cash equivalents.

d) Account Receivables and Allowance for Expected Credit Losses

d) Accounts Receivable and Allowance for Expected Credit Losses

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

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

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

Collateral is currently not required.

Company also maintains credit loss allowance for estimated losses resulting from the inability of the Company’s customers to make

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.

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

The Company also maintains credit loss allowance 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

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Contributions to defined contribution plans are

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

covered employees.

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

the covered employees.

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

The liability in

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

The Company records annual

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

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

The Company reviews its assumptions on an annual basis and

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

The 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.

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

1 unchanged sentence

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.

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

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

12 unchanged sentences

those in effect on the transaction dates.

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

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

Stockholders’ equity is translated at the

appropriate historical rates.

Monetary assets and all liabilities denominated in foreign currencies on March 31, 2026 and

March 31, 2025 are translated at the exchange rate in effect as of those dates.

Stockholders’ equity is translated at the appropriate

historical rates.

Included in interest and other income foreign exchange gain resulting from such translations of approximately $ 46,005

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

September 30, 2024, respectively.

and amount of $ 12,094 included in selling, general and administrative expenses for the three months ended March 31, 2026 and March 31,

2025, respectively.

The functional currency of each entity in the

5 unchanged sentences

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 condensed consolidated statement of

operations and comprehensive loss.

All foreign exchange gains and losses arising on re-measurement are recorded in the Company’s condensed consolidated statement

of operations and comprehensive loss.

The assets and liabilities of the subsidiaries

11 unchanged sentences

The relevant translation rates are as follows:

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

for the three months ended March 31, 2026 closing rate at 93.86 US$:

INR, average rate at 91.91 US$:INR.

The relevant translation rates are as follows:

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

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

INR, average rate at 85.52 US$:INR.

7 unchanged sentences

which are not yet assembled/manufactured.

The inventory is valued at the lower

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

The inventory is valued at the

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

h) Cost of Sales

2 unchanged sentences

the Mantra System.

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

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

manufacturing process.

i) Selling and Administrative Expenses

6 unchanged sentences

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 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:

1 unchanged sentence

II — Quoted prices for similar instruments in active markets;

quoted prices for identical or similar instruments in markets that

are not active;

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.

III — Instruments whose significant value drivers are unobservable.

k) Concentration of Credit Risk

5 unchanged sentences

to market risk with regard to these funds.

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

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

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

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

To mitigate this risk the Company

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

assessment processes for accounts receivable.

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

instruments, for speculative purposes.

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

collectability assessment processes for accounts receivable.

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

derivative financial instruments, for speculative purposes.

l) Commitments and Contingencies

Liabilities for loss contingencies arising from

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

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

A disclosure for a contingent liability is made when

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

When there is a possible obligation or a present obligation in

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

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

Legal costs incurred in connection

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m) Revenue Recognition

The Company recognizes revenue in accordance with

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

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

receive in exchange for those goods or services.

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

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

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

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

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

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

The Company recognizes revenue in accordance

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

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

to receive in exchange for those goods or services.

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

be recognized:

Identification

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

Identification

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

Determination

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

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

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

The Company accounts for revenues when both parties

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In cases where a deferred payment

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

warranty obligations.

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

extended warranty obligations.

Standalone Selling Price:

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

Other than services, we generally deliver all of the products

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

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.

System, instruments, accessories and services

are also sold on a standalone basis.

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

its relative standalone selling price.

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

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

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

and services and industry benchmark.

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

updating these estimates.

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

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

Key Terms of Customer Contracts

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

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

installation of the system at the customer’s premises.

Payment Model:

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

and installation of the system at the customer’s premises.

Deferred Payment Model:

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

The remaining balance

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

Present value of deferred payment is calculated using the prevailing

interest rate.

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

an extended warranty for an additional 3 to 5 years.

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

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

Warranty Services:

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

The exact terms are mutually agreed upon with the customer.

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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

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.

of Risk and Rewards:

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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 delivered to the customer.

Warranty and Annual

Maintenance Contract 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 delivered to the customer.

and Annual Maintenance Contract Sales:

By application of ASC 606, a portion of the equipment

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contracts is recognized as a distinct revenue stream.

Lease Income:

Under ASC 842, in cases where the systems are

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These do not require the employee to exercise any options.

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

The Company uses last three 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.

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

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

Forfeitures of equity awards are accounted for as they

Forfeitures of equity awards are accounted for as

The Company accounts for equity instruments issued

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q) Income Taxes

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.

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.

first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more

likely than not that the position will be sustained on audit, including resolution of related appeals and litigation processes, if any.

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

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

The Company determines the tax provision for interim

periods using an estimate of its annual effective tax rate.

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

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

The Company determines the tax provision for

interim periods using an estimate of its annual effective tax rate.

Each quarter, the Company updates its estimate of annual effective

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

Management judgment is required in determining

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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 Company has a valuation allowance due to

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

to realize and, hence, utilize

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

future tax deductions.

The effective tax rate for annual and interim

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For the three months ended

September 30,

( 3,582,571 )

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Basic weighted average common shares outstanding (b)

Dilutive effect of convertible note

Dilutive effect of stock-based awards

Diluted weighted average common shares outstanding

Earnings per share attributable to SS Innovations International, Inc.

Earnings per share attributable to SS Innovations

International, Inc.

stockholders:

Basic and Diluted (a)/(b)

For the nine months ended

September 30,

( 9,656,008 )

( 17,227,806 )

Basic weighted average common shares outstanding (b)

Dilutive effect of convertible note (1)

Dilutive effect of stock-based awards

Diluted weighted average common shares outstanding

Earnings per share attributable to SS Innovations International, Inc.

stockholders:

Basic and Diluted

(1) Represents

dilution effect related to the interest on convertible notes in the calculation of diluted weighted average shares outstanding for the

portion of the period.

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

Basic net loss per share is calculated by dividing

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Early adoption is permitted.

We are currently evaluating the impact of

this pronouncement on our disclosures and our consolidated financial statements.

In November 2023, FASB issued ASU No.

Segment Reporting (“ASC Topic 280”):

Improvements to Reportable Segment Disclosures.

This ASU improves reportable segment

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

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

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

profit or loss and assets.

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

GAAP, the disclosure of additional

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

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

15, 2024, with early adoption permitted.

We adopted this ASU on December 31, 2024, and

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

further details).

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

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

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

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

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

or loss by the applicable statutory income tax rate).

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

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

We are currently evaluating the

impact of this pronouncement on our disclosures.

We are currently evaluating the impact

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

In December 2025, the FASB issued ASU No.

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 condensed consolidated financial statements.

In July 2025, the FASB issued ASU No.

Financial Instruments-Credit Losses (“ASC Topic 326”):

Measurement of Credit Losses for Accounts Receivable and Contract

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.

The Company has adopted this ASU

beginning January 1, 2026.

The adoption of this ASU did not have a material impact on the Company’s condensed consolidated financial

statements and disclosures.

The Company determines if an arrangement is a

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

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

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

The Company determines the incremental

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

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

Lease terms include the effects

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

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

operating lease cost.

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

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

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

Lease payments include payments for common area maintenance, utilities such

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

as non-lease component.

Lease payments include payments for common area maintenance, utilities

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

treated as non-lease component.

The Company accounts for lease-related concessions

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

be accounted for as a lease modification.

The Company accounts for a modification as a separate

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

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

Modifications which are not accounted

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

the facts and circumstances as of that date.

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

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

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

is recognized as an expense in condensed consolidated statement of operations and comprehensive loss.

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

should be accounted for as a lease modification.

The Company accounts for a modification as a

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

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

Modifications which

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

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

Upon modification, the Company remeasures the lease liability to reflect

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

adjustment to the ROU assets.

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

amount of the remeasurement is recognized as an expense in condensed consolidated statement of operations and comprehensive loss.

The Company reviews ROU assets for impairment

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

Sales-type Leases

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;

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

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

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 and retirement benefits

due to change in actuarial assumptions.

Refer to Unaudited Interim Condensed Consolidated Statements of 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.

foreign currency transaction gains and losses were immaterial for the three months ended March 31, 2026, and 2025.

NOTE 3 – SEGMENT INFORMATION

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

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

support also provided by the Company.

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

by the Company in its manufacturing facility located in India.

During the three months ended September 30, 2025,

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

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

During the nine months ended September

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

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

The Company manages the business

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

Our determination that we operate as a single operating

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

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

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

maintenance support also provided by the Company.

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

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

During the three months ended March 31, 2026,

and 2025, the Company’s revenue from within India accounted for 99 % and 82 % of total revenue, respectively, while revenue from

the Company’s markets outside India accounted for 1 % and 18 % of total revenue, respectively.

The Company manages the business activities

on a consolidated basis and operates in one reportable segment.

Our determination that we operate as a single operating segment

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

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

The Company’s Chief Executive Officer is

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primarily of property, plant and equipment.

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

As of March 31, 2026 and December 31, 2025, 96 % of long-lived assets were in India and 4 %

were outside India.

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following as of:

September 30,

Computer & peripheral

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( 1,797,426 )

( 1,545,923 )

Depreciation expenses for the three months ended

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

Depreciation expenses for the nine months ended

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

From its inventory, the Company determined to

use six systems for demonstration purposes.

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

one system is situated at a partner’s location.

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

with ASC 360.

NOTE 5 – RECAPITALIZATION

The Transaction

On April 14, 2023 (“ Closing ”),

the Company consummated the acquisition of CardioVentures, Inc., a Delaware corporation (“ CardioVentures ”), pursuant

to a Merger Agreement dated November 7, 2022 (the “ Merger Agreement ”).

This agreement was executed among AVRA-SSI Merger

Corporation, a wholly owned subsidiary of the Company (“ Merger Sub ”), CardioVentures, and Dr.

Sudhir Srivastava, who,

through his holding company, owned a controlling interest in CardioVentures.

At Closing, Merger Sub merged with and into CardioVentures

(the “ Merger ”), with CardioVentures being determined as the accounting acquirer for financial reporting purposes in

accordance with ASC 805.

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

This determination was based on several factors:

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

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

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

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

Merger Consideration and Share Issuance:

As part of the Merger, holders of CardioVentures’ outstanding common stock, including certain parties who provided interim convertible

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

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

Pursuant to the Merger Agreement, the holders

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

A Preferred Shares ”).

These shares:

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

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

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

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

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

Restructuring and Capital Contributions:

with the Merger:

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

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

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

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

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

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

Recapitalization Impact:

As part of the

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

The fair value of AVRA’s net assets was

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

This loss was due to the

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

March 31, 2026, and 2025 amounted to $ 323,747 and $ 208,882 respectively.

The Company deployed eight systems for demonstration

As of March 31, 2026, four systems were located at the Company’s premises, and four systems were installed at a partner’s

These systems remain under the Company’s ownership and control and are therefore capitalized as property, plant, and

equipment in accordance with ASC 360.

NOTE 5 – NET INVESTMENT IN SALE-TYPE LEASE

Measurement of net investment

The components of the Company’s investments in sales-type leases,

net for the three months ended March 31, 2026, were as follows:

Gross lease receivables

Unearned income

Allowance for credit loss

Net investment in sales-type leases

The net investment in sales-type leases was classified in the consolidated

balance sheets as follows:

Other Current Assets

Long-term investment in sales-type leases, net

Net investment in sales-type leases

Interest income recognition

Interest income under sales-type leases during three months ended

March 31, 2026 were as follows:

Interest income

Maturity analysis of lease receivables

The following table presents the undiscounted cash flows related to

gross lease receivables as of March 31, 2026.

March 31, 2026

2031 and thereafter

NOTE 6 – ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following

September 30,

Accounts receivable, net

Accounts receivable, net (non-current)

Activity in the allowance for the credit losses

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

September 30,

Balance at beginning of period

Additions charged to expense

Foreign currency translation adjustment

Balance at end of period

September 30,

Balance at beginning of period

Additions/(reversals)

Foreign currency translation adjustment

Balance at end of period

The Company performed an analysis of the trade

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$ 8,566,654 ) may not be due and collectible in next one year and thus company classified these receivables as non-current.

Details of customers which accounted for 10% or

more of total revenues during the three and nine months ended September 30, 2025, and September 30, 2024 and 10% or more of total accounts

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

Percentage of revenue

for the nine months ended

Activity in the allowance for the credit losses

for the period ended March 31, 2026 and 2025 was as follows:

Balance at the beginning of the year

Foreign currency translation adjustment

Balance at the end of the year

Details of customers which accounted for 10%

or more of total revenues during the three months ended March 31, 2026, and March 31, 2025 and 10% or more of total accounts receivables

as at March 31, 2026, and December 31, 2025.

Percentage of revenue

for the three months ended

Percentage of accounts receivables

September 30,

Percentage of accounts

For three months ended

receivables as of

represents less than 1%

NOTE 7 – CASH, CASH EQUIVALENTS AND

2 unchanged sentences

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

September 30,

Cash and cash equivalents

1 unchanged sentence

Lien Against Overdraft Facility

Lien Against Letter of Credit

Lien Against Bank Guarantee

3 unchanged sentences

Lien Against Bank Guarantee

Lien Against Credit Card Facility

Restricted cash (Non-current)

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of the following as of:

September 30,

Balances from statutory authorities

Prepaid expense- stock compensation current

Net investment in sale type lease – current*

Security deposits

2 unchanged sentences

Prepaid expense- stock compensation non current

Net investment in sale type lease

– non current*

Security deposits

2 unchanged sentences

Total prepaid, current and non current assets

* Refer Note-5 for Net investment in sale type lease.

Refer Note-20 for Related Party Balances

Prepaid expenses – stock compensation represents

5 unchanged sentences

of the following as of:

September 30,

Accounts payable

8 unchanged sentences

Total accounts payable, accrued current and non current expenses

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

30, 2025 (December 31, 2024:

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

business operations.

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

$ 1,162,687 ), mainly include

accrued expenses of $ 944,965 .

Accounts payable at $ 4,403,170 as of March 31,

2026 (December 31, 2025:

$ 5,127,193 ), reflect the amounts due to various vendors of supplies and services in the normal course of business

Other accrued liabilities of $ 5,959,693 as of March 31, 2026 (December 31, 2025:

$ 5,608,065 ) mainly include accrued expenses

of $ 1,092,777 (December 31, 2025:

$ 1,072,596 ) and income tax provision of $ 4,516,491 (December 31, 2025:

$ 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.

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.

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.

Notes are payable in full after 12 months from the respective date of issuance of these Notes and are convertible at the election of noteholder

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

In January 2025, the Company raised $ 28,000,000

from its affiliate by issuance of One-Year 7 % Convertible Promissory Notes to finance its ongoing working capital requirements.

Notes are payable in full after 12 months from the respective date of issuance of these Notes and are convertible at the election of noteholder

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

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

11 unchanged sentences

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

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 FACILITY

Bank overdraft facility consisted of the following

September 30,

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

HDFC Bank Ltd overdraft (OD2)

HDFC Bank Ltd overdraft (OD3)

ICICI Bank overdraft (OD4)

Bank overdraft

6 unchanged sentences

Vishwajyoti P Srivastava.

As of September 30, 2025, and December 31, 2024, the Company was in compliance with

all financial and non-financial covenants under the bank overdraft facility agreements.

HDFC Bank has sanctioned overdraft facilities

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

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

days after each month-end.

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

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

Sudhir Srivastava and Dr.

Vishwajyoti P Srivastava.

The cash credit facility is sanctioned at an interest

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

the first day of the subsequent month.

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

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

As of March 31, 2026, and December 31, 2025, 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.

is secured against the lien on fixed deposits of $ 661,104 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 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.

During the period ended March 31, 2026, the Company

availed overdraft facilities from ICICI Bank, which are secured against a lien on fixed deposits aggregating to $ 543,347 maintained by

In addition, the overdraft facilities are secured by a charge over all current assets and movable fixed assets of the Company

and are further supported by the personal guarantees of Dr.

Sudhir Prem Srivastava, Dr.

Vishwajyoti P.

Srivastava and Akshay Srivastava.

The said overdraft facilities carry an interest rate linked to the Repo Rate plus 3.65 % per annum, with interest payable on or before

the 2nd day of each successive month.

NOTE 12 – DEFERRED REVENUE

3 unchanged sentences

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

The revenues attributable to the warranty is recognized over the period

to which it relates.

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

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

over the period to which it relates.

The revenues attributable to the warranty is

recognized over the period to which it relates.

During the three months ended March 31, 2026, Company had sold eighteen surgical robotic

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

recognition over the period to which it relates.

In case of systems sold on a deferred payment

3 unchanged sentences

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

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

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

September 30,

The Company recorded $ 261,878 and $ 79,236 as interest income on account of deferred financing component during the period ended March

31, 2026 and March 31, 2025 respectively.

Deferred revenue- beginning of period

7 unchanged sentences

More than one year

For the three months ended September 30, 2025

For the three months ended March 31, 2026

The following table disaggregates our revenue

by major source as of:

September 30,

Instruments sale

1 unchanged sentence

Total revenue

Revenues for three months ended September 30,

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

September 30,

2025 September 30,

India 12,043,038 3,784,127

Iraq 770,593 -

Nepal 7,335 -

Indonesia 131 602,389

12,829,349 4,386,516

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

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

September 30,

2025 September 30,

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

Instruments sale 2,339,478 660,216

Warranty sale 560,262 96,749

Lease income 61,629 53,608

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

Revenues for nine months ended September 30, 2025

Revenues for three months ended March 31, 2026

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

September 30,

South America

9 unchanged sentences

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

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

As of March 31, 2026, there were 200,131,535

(December 31, 2025:

5 unchanged sentences

shares of preferred stock, $ 0.0001 par value per share.

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

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

1,000 ) issued

and outstanding shares of Series A Preferred Stock.

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

Preferred Stock ”.

As of March 31, 2026, there were 1,000 (December

1,000 ) issued and outstanding shares of Series A Preferred Stock.

Common Stock issued at the time of Merger

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

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

This includes common stock that was issued

Frederic Moll and one other accredited investor, who each provided $ 3,000,000 in interim financing to the Company pending consummation

of the Merger.

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

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

This includes common stock

that was issued 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.

Moll per his interim financing agreement with the Company.

Common Stock issued post-Merger

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

5 unchanged sentences

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.

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

2 unchanged sentences

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

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

2 unchanged sentences

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

The total value of such services is

The 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.

4 unchanged sentences

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 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

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

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.

On January 9, 2026, the Company issued 191,555

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

During the month of March 2026, the Company issued

5,774,839 shares of common stock under the private placement and the details are as below:

● 1,300,006 shares issued to directors at an average price of $ 4.00 per share, for total consideration of $ 5,197,000 , as follows:

○ 498,753 shares issued to Dr.

Sudhir Srivastava, Chairman and Chief Executive Officer, at $ 4.01 per share (aggregate consideration of $ 2,000,000 );

○ 501,253 shares issued to Dr.

Frederic Moll, Vice Chairman, at $ 3.99 per share (aggregate consideration of $ 2,000,000 );

○ 300,000 shares issued to Tim Adams, Director, at $ 3.99 per share (aggregate consideration of $ 1,197,000 ).

● 4,474,833 shares issued to existing and new investors at a price of $ 3.00 per share, for total consideration of $ 13,424,498 .

The offering was led by Manipal Global Health Services, an existing shareholder.

NOTE 14 – INVENTORY

Inventory consisted of the following as of:

September 30,

Raw materials (includes goods in transit $ 1,121,993 (December 31, 2025:

1 unchanged sentence

Finished goods

Inventory valuation allowance

Changes in the inventory valuation allowance were as follows:

Balance at the beginning of the year

(Reversal) /Additions charged to expense

Foreign currency translation adjustment

Balance at the end of the year

The provision for slow-moving and obsolete inventory

was recognized within cost of sales in the Condensed Consolidated Statements of Operations.

NOTE 15 – LEASES

4 unchanged sentences

Operating leases

September 30,

Right of use operating lease assets

2 unchanged sentences

Total lease liabilities

Operating leases September 30,

Operating leases March 31,

2026 December 31,

13 unchanged sentences

related to leases are as follows:

Nine months ended

September 30,

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

Operating cash outflows for operating leases

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

Leases Amount

Maturities of lease liabilities as of March 31, 2026 were as follows:

Operating Leases Amount

March 31, 2026

2031 and thereafter

3 unchanged sentences

NOTE 16 – INCOME TAX

The Company recorded an income tax expense of

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

The consolidated effective tax rate for

the nine months ended September 30, 2025, was ( 29.52 %), compared to nil in the prior-year period.

The Company will continue to reassess its valuation allowance position

quarterly and update the effective tax rate accordingly based on expected changes in the mix and level of earnings.

The components of income / (loss) before income

taxes consist of the following:

Nine months ended

September 30,

( 11,463,123 )

( 14,921,678 )

( 2,306,128 )

( 7,455,220 )

( 17,227,806 )

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

September 30,

Current Provision:

Deferred Provision/(Benefit):

Income tax expense

Deferred income taxes recognized in OCI were as

September 30,

The effective tax rate for the three months ended March 31, 2026 was (4.41%) compared to nil for the three months ended March 31, 2025.

The Company recorded income tax expense of $ 151,352 and nil for the three months ended March 31, 2026 and 2025, respectively.

is due to the recognition of income tax expense in our Indian operations and in previous period, Indian subsidiary had incurred tax losses

and was not subject to income tax.

Deferred income taxes recognized in OCI are as

Deferred taxes benefit / (expense) recognized on:

Retirement benefits

The Company has federal and state net operating

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

The Company’s U.S.

operations continue to

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

federal and state deferred tax assets.

no tax benefit has been recognized for U.S.

losses in the current period.

Management has considered available positive and negative evidence,

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

Based on this assessment, deferred

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

The Company’s practice is to recognize interest

and penalties related to income tax matters in income tax expense.

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

balance sheets and has not recognized interest and penalties in the condensed consolidated statement of operations and comprehensive loss

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

The Company is subject to taxation in the United

States and India.

The Company’s tax returns as filed have no pending examinations except for the Indian subsidiary which is under

review with the Indian Income Tax Department for Assessment Year 2024-25.

The effective income tax rate differs from the

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

Nine months ended

September 30,

Accounting loss before income tax

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

Foreign tax rate differential

US GAAP accounting difference over Indian jurisdiction profit*

Non-deductible expenses

Excess tax benefit on depreciation

Excess tax benefit on security deposit

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

Income tax expense

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

the applicable corporate income tax rate is 21 %.

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

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

of $ 1,125,045 .

The Company recorded an income tax expense of

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

The components of the deferred tax balances were

September 30,

Deferred tax assets:

Net operating loss carry forwards

Net operating loss

Lease payments

Credit loss reserve

Valuation allowance

( 11,373,601 )

( 9,150,495 )

Deferred tax assets

Deferred tax liabilities:

Depreciation and amortization

Deferred tax liabilities

Net deferred tax assets/liability

Deferred tax assets and liabilities are recognized

for future tax consequences attributable to temporary differences between the financial statement carrying values of assets and liabilities

and their respective tax bases and operating loss carry forwards.

The Company performed an analysis of the realizability of deferred tax

assets as of September 30, 2025, and December 31, 2024, and recorded a valuation allowance of $ 11,373,601 and $ 9,150,495 , respectively.

As of March 31, 2026, and December 31, 2025, the Company recorded a valuation allowance of $ 14,236,309 and $ 12,870,003 , 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.

Based on the 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 policy is to recognize

interest and penalties related to uncertain income tax matters within income tax expense in the condensed consolidated statements of operations.

As of March 31, 2026, the Company had accrued $ 521,814 (December 31, 2025:

$ 525,278 ) related to income-tax-related interest.

31, 2026, the Company has no unrecognized tax benefits.

NOTE 17 – EMPLOYEE BENEFIT PLAN

5 unchanged sentences

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

Actuarial gains or losses or prior

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

Actuarial gains or losses or

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

of the employees.

The Gratuity Plan is unfunded, and the Company

1 unchanged sentence

The benefit obligation has been measured as of

September 30, 2025, and December 31, 2024.

March 31, 2026, and December 31, 2025.

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

consolidated financial statements at the end of the relevant periods:

September 30,

condensed consolidated financial statements at the end of the relevant periods:

Change in projected benefit obligation

Projected benefit obligation as on beginning

Amortisation of prior service cost

Interest cost

Benefits paid

Actuarial loss ^

Actuarial (gain) / loss ^

Prior service cost

Effect of exchange rate changes

6 unchanged sentences

Accumulated benefit obligation at end

During the period ended September 30, 2025 and December

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

During the period ended March 31, 2026 and December 31, 2025, actuarial loss was driven by changes in actuarial assumptions, offset by experience adjustments on present value of benefit obligations.

Components of net periodic benefit costs recognized

1 unchanged sentence

income (“AOCI”), were as follows:

September 30,

Amortization of prior service cost

Interest cost

4 unchanged sentences

in AOCI, excluding tax effects, were as follows:

September 30,

Net actuarial loss / (gain)

Net actuarial (gain) / loss

Amount recognized in AOCI, excluding tax effects

1 unchanged sentence

to determine benefit obligations and net gratuity cost were:

September 30,

Discount rate

5 unchanged sentences

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

Expected benefit payments as of September 30,

September 30, 2025

Expected benefit payments as of March 31, 2026

March 31, 2026

NOTE 18 – FAIR VALUE MEASUREMENT –

2 unchanged sentences

are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The levels of the fair value hierarchy

The levels of the fair value

hierarchy are:

observable inputs such as quoted prices in active markets.

1 unchanged sentence

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.

The Company’s financial assets which are

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

The company does not have financial assets

which are measured using Level I or Level II inputs.

Carrying value and fair value of Level III Financial

1 unchanged sentence

Carrying Value

September 30,

Financial Assets

Account receivables, net (1)

Lease receivables (2)

Other non-current financial assets (2)

1 unchanged sentence

Lease liabilities (3)

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

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

The Company has presented the receivable balances

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

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

Company has calculated the fair value of security

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

at cost which is approximate to the fair value.

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

The Company has assessed that the financial

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

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

due to the short-term maturities of these instruments.

(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.

has long term lease liabilities in relation to office properties which is carried at cost using the discount rate (Refer Note 15

NOTE 19 – STOCK COMPENSATION EXPENSES

Stock Options issued to Employees:

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

Incentive Plan (the “Plan”).

The price at which the Grantee is entitled to purchase the Shares upon the exercise of the Option

(the “Option Price”) is $ 5.00 per Share.

The Shares vest twenty percent ( 20 %) as of the Grant Date, with the balance of the

shares vesting in four equal annual installments on the first, second, third and fourth anniversaries of the Grant Date provided that

the Grantee remains in the Continuous Employment of the Company or any of its subsidiaries or affiliates, as defined and provided for

Stock options to Employees:

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

Plan (the “Plan”).

The price at which the Grantee is entitled to purchase the Shares upon the exercise of the Option (the

“Option Price”) is $ 5.00 per Share.

The Shares vest twenty percent ( 20 %) as of the Grant Date, with the balance of the shares

vesting in four equal annual installments on the first, second, third and fourth anniversaries of the Grant Date provided that the Grantee

remains in the Continuous Employment of the Company or any of its subsidiaries or affiliates, as defined and provided for in the Plan.

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

Restricted Stock Units (“RSUs”):

issued to Employees :

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

under the Plan.

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

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

second, third and fourth anniversaries of the Grant Date, subject to the Grantee’s continued employment by the Company, as provided

for in the Plan.

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

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

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

Restricted Stock Award to Employees :

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

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

The Restricted Stock Awards vest

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

first, second, third and fourth anniversaries of the Grant Date, subject to the Grantee’s continued employment by the Company,

as provided for in the Plan.

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 stockholder (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

(“Advisors”) :

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

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

manner as determined by the company.

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

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

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

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

The Company issues such

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

(“Advisor’s”) :

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

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

in a phased manner as determined by the company.

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

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

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

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

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

by the Company.

Stock options:

Stock options activity for the period ended September

Stock options activity for the period ended March

31, 2026, was as follows:

average grant

date fair value per share

Weighted average grant date fair

value per share

Unvested balance as of December 31, 2025

Unvested balance as of September 30, 2025

Weighted average grant date fair value per share

Exercisable balance as of September 30, 2025

During the nine months ended September 30, 2025,

no stock options vested.

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

RSU activity for the period ended September 30,

2025, was as follows:

Unvested balance as of March 31, 2026

Weighted average grant date fair

value per share

Exercisable balance as of March 31, 2026

During the three months ended March 31, 2026,

no stock options are vested.

Further there were no stock options issued during the end of March 31, 2026.

Restricted Stock Awards (RSA)

Restricted Stock Awards activity for the period

ended March 31, 2026, was as follows:

Number of shares RSAs

Weighted average grant date fair

value per share

Unvested balance as of December 31, 2025

Unvested balance as of March 31, 2026

of shares RSAs

average grant

date fair value

Unvested balance as of December 31, 2024

Unvested balance as of September 30, 2025

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

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

Exercisable balance as of March 31, 2026

During the three months ended March 31, 2026,

191,555 RSAs are vested and issued during the end of March 31, 2026.

Advisory shares:

Common stock issued to Advisors as advisory shares during the period

Common stock issued to consultants as advisory

shares during the year as follows:

Fair value on grant date

Unvested shares in the beginning

granted during the year

vested during the period

Unvested shares at the end of the period

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

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

The aggregate vesting date fair value of advisory shares vested was

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

Shares granted during the year

Shares vested during the period

Unvested shares at the end of the

The aggregate vesting date fair value of Advisory

shares was $ 51,674 and $ 498,496 during the period ended March 31, 2026 and year ended December 31, 2025 respectively.

There were no advisory shares issued during the

three months period ended March 31, 2026.

Stock compensation expenses

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

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

advisory shares as follows:

September 30,

During the three months period ended March 31,

2026 and March 31, 2025, the Company has recorded share compensation expense of $ 3,144,315 in relation to stock options, RSU and Advisory

shares as follows:

Stock options

4 unchanged sentences

The Black-Scholes-Merton option pricing model

is used to estimate the fair value of stock options and RSU granted under the Company’s share based compensation plans and the rights

to acquire stock granted under the stock options plans.

The weighted-average estimated fair values of stock options and the rights to

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

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

Nine months ended September 30, 2025

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

is used to estimate the fair value of stock options and RSU granted under the Company’s share based compensation plans and the

rights to acquire stock granted under the stock options plans.

The weighted-average estimated fair values of stock options and the rights

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

stock that were granted during the period ending March 31, 2026 were as follows:

Period ended March 31, 2026

Grant date Restricted stock awards

2023 Restricted stock awards November 27,

Fair value on grant date $ 5.52 $ 1.39 $ 3.41 $ 7.76

3 unchanged sentences

Share price on the grant date $ 5.52 $ 5.50 $ 7.76 $ 7.76

Expected term of vesting 2.5 years 4 years 4 years

Expected term of vesting 4 Years 2.5 years 4 years 4 years

As share-based compensation expense recognized

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

30, 2024, is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures, if any.

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

$ 9,363,209 of total unrecognized compensation expense related to unvested stock options and restricted stock units to acquire common stock

under the 2016 Inventive Stock Plan, respectively.

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

period of 2.16 years for unvested stock options and restricted stock units for rights granted to acquire common stock under 2016 Incentive

in the Condensed Consolidated Statements of operations and comprehensive loss during the period ended March 31, 2026, and 2025, is based

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

As of March 31, 2026, there was $ 4,779,448 , $ 9,693,678

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

2016 Inventive Stock plan respectively.

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

of 2.72 years for unvested stock options and restricted stock units for rights granted to acquire common stock under 2016 Incentive Stock

NOTE 20 – RELATED PARTY

The details of transactions with the related parties

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

The details of transactions with the related

parties for the three months ended March 31, 2026 and March 31, 2025 and balances outstanding as on March 31, 2026 and December 31, 2025

are as follows:

Transactions during the year:

Expenses incurred on behalf of affiliates

2 unchanged sentences

Sudhir Srivastava Medical Innovations Pvt Ltd

Telegnosis Private Limited

Telegnosis Pvt Ltd

Sudhir Prem Srivastava, M.D.

Expenses incurred on behalf of the Company

Expense incurred on behalf of Company

Sudhir Prem Srivastava, M.D.

Frederic H Moll

2016 Stock Incentive Plans Expenses/(Reversal)

2016 Stock Incentive Plans Expenses

Sudhir Prem Srivastava, M.D.

1 unchanged sentence

Srivastava M.D

Consultancy charges and other perquisites

Vishwajyoti P.

Consultancy charges, sitting fees and other perquisites

Sudhir Prem Srivastava, M.D.

Vishwaivoti P.

Srivastava, M.D

Sudhir Prem Srivastava

Arvind Palaniappan#

Naveen Kumar Amar#

Frederic H Moll

Mylswamy Annadurai

Proceeds from Private Investment in Public Equity

Sushruta Private Limited

Frederic H Moll

Proceeds from notes issued

Sushruta Pvt Ltd.

Sushruta Private Limited

Interest accrued on notes

2 unchanged sentences

Sushruta Private Limited

Balances outstanding at period and year end:

Balance outstanding as on period end:

Accrued expenses & other current liabilities:

Balance receivable / (payable)

Accrued expenses and other current liabilities:

Sushruta Pvt Ltd.

Vishwajyoti P.

Srivastava, M.D

Naveen Kumar Amar#

Prepaid & Other current assets:

Cardio Bahamas*

Prepaids and other current assets:

Srivastava Robotic Surgery Pvt Ltd

SS International Centre for Robotics Surgery Pvt Ltd

SSI PTE Singapore*

Sudhir Prem Srivastava, M.D.*

Cardio Bahamas^

SSI PTE Singapore^

Sudhir Prem Srivastava, M.D.^

Sudhir Srivastava Medical Innovations Pvt Ltd

Sushruta Pvt Ltd

Telegnosis Private Limited

Notes Payable:

Sushruta Private Limited

( 6,000,000 )

Vishwajyoti P.

Srivastava M.D

For these balances, Dr.

2 unchanged sentences

# During the current period, Mr.

resigned from the position of Chief Financial Officer with effect from April 30, 2025.

In his place, Mr.

Arvind Palaniappan was

appointed as the Interim Chief Financial Officer.

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.

September 24, 2025, the Company appointed Mr.

Naveen Kumar Amar as Chief Financial Officer.

Naveen Kumar Amar resigned from the position of Chief Financial Officer with effect from January 02, 2026.

Thereafter, on January 16, 2026, the Company appointed Milan Rao as Global Chief Operating Officer and as the Company’s new Chief Financial Officer.

NOTE 21 – COMMITMENTS AND CONTINGENCIES

Other Commitments

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

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

applicable taxes.

The Company, through its SSI-India subsidiary,

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

monthly payments of $ 23,921 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 $ 16,025 plus taxes and expires on May 31, 2032 , subject to further renewal on mutually acceptable terms.

Further effective from August

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

Effective June 01, 2023, SSI-India subsidiary signed

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

lease provides for a monthly payment of $ 15,290 plus taxes and expires on May 31, 2032 , subject to further renewal on mutually acceptable

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

Gurugram, to further expand its operations.

This lease provides for a monthly payment of $ 8,500 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 $ 3,439

plus taxes and expires in March 2030.

In May 2025, the Company signed another lease agreement for occupying an additional space for warehouse purposes in Gurugram which provides

for monthly payment of $ 3,264 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 $ 20,673 plus taxes.

Contingencies

The Company’s international transactions

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

The case for the assessment

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

The TPO proposed a Transfer Pricing adjustment

of $ 550,617 primarily on account of:

● Rejection of the segmental margins computed by the Company and

adoption of entity-level margins;

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

of comparable companies.

Based on the TPO’s findings, the Assessing

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

to the returned income of $ 11,753 .

The Company filed its objections before the Dispute

Resolution Panel (DRP).

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

in the operating margins of the comparable companies.

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 $ 521,329 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 $ 16,413 on account

of rectification in the operating margins of the comparable companies.

Accordingly, the Transfer Pricing adjustment was reduced to $ 504,916 .

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 condensed

consolidated financial statements.

Subsequently, the Company has filed an appeal

3 unchanged sentences

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.

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

NOTE 22 – SUBSEQUENT EVENTS

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

Ø On April 17, 2026, the Company’s board of directors adopted the 2026 Stock Incentive Plan, pursuant to which 30,000,000 shares have been reserved for issuance pursuant to awards to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of the Company’s business.

Ø On May 1, 2026, the Company filed a registration statement on Form S-3, to register the Shares for resale.

The shares of our common stock were purchased by officers and directors who participated in the private placement and are not registered hereby for resale under the Securities Act.

In addition, The Company may sell securities from time to time and in one or more offerings up to a total amount of $ 150,000,000 of securities.

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

What changed 10-Q

Item 1. Financial Statements