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Item 1. Financial Statements

2026-08-13 compared with 2026-05-13 · 770 added, 1059 removed, 435 unchanged (81% of the section changed)

Financial Statements

SS INNOVATIONS INTERNATIONAL,

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

( Unaudited )

Current Assets:

2 unchanged sentences

Accounts receivable, net 6 16,986,089 12,398,542

Inventory 14 18,481,603 17,064,002

Prepaids and other current assets 8 13,690,369 10,166,823

6 unchanged sentences

Prepaids and other non-current assets 8 4,115,479 4,038,883

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Total Assets $ 96,982,013 $ 74,226,217

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

12 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 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 )

1,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025 13 1 1

Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 200,169,035 shares and 194,165,141 shares issued and outstanding as of June 30, 2026 and December 31, 2025 respectively 13 20,017 19,416

Accumulated other comprehensive loss 13 ( 3,994,166 ) ( 2,022,660 )

Additional paid in capital 13 118,509,309 95,111,511

1 unchanged sentence

Accumulated deficit ( 62,033,855 ) ( 55,789,934 )

( 59,372,505 )

( 55,789,934 )

Total stockholders’ equity 53,401,223 38,218,251

2 unchanged sentences

Financial Statements

SS INNOVATIONS INTERNATIONAL,

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

1 unchanged sentence

For The Three months ended

Instruments sale

Warranty sale

System sales 12 12,361,986 8,781,038

Instrument sales 12 1,142,525 1,007,830

Warranty sales 12 419,002 193,359

Lease income 12 16,196 18,078

Total revenue $ 13,939,709 $ 10,000,305

Cost of revenue ( 6,838,759 ) ( 4,085,247 )

( 5,774,145 )

( 4,033,402 )

GROSS PROFIT 7,100,950 5,915,058

OPERATING EXPENSES:

Research & development expense 2,395,694 498,600

Stock compensation expense

Stock-based compensation expense 19 2,178,156 1,630,295

Depreciation and amortization expense 4 346,364 260,361

1 unchanged sentence

TOTAL OPERATING EXPENSES 9,372,304 5,818,044

(Loss) / Profit from operations ( 2,271,354 ) 97,014

OTHER INCOME/ (EXPENSE):

Interest Expense ( 344,761 ) ( 216,800 )

Interest and other income, net 460,041 216,824

TOTAL OTHER INCOME, NET 115,280 24

(LOSS) / PROFIT BEFORE INCOME TAXES ( 2,156,074 ) 97,038

Income tax expense 16 505,276 353,729

NET LOSS $ ( 2,661,350 ) $ ( 256,691 )

Net loss per share - basic and diluted 2(r) $ ( 0.01 ) $ ( 0.00 )

Weighted average- basic shares 2(r) 200,136,068 193,571,635

Weighted average- diluted shares 2(r) 209,422,550 202,835,698

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

NET LOSS $ ( 2,661,350 ) $ ( 256,691 )

OTHER COMPREHENSIVE LOSS

Foreign currency translation loss ( 404,867 ) ( 66,014 )

Retirement Benefit 17 ( 25,651 ) ( 35,660 )

RECLASSIFICATION ADJUSTMENTS:

Retirement Benefit (1) 3,033 -

Income tax effects relating to retirement benefit (1) 16 6,456 5,772

TOTAL OTHER COMPREHENSIVE LOSS ( 421,029 ) ( 95,902 )

TOTAL COMPREHENSIVE LOSS $ ( 3,082,379 ) $ ( 352,593 )

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.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

For The Six months ended

System sales 12 21,937,356 13,283,520

Instrument sales 12 2,293,753 1,485,038

Warranty sales 12 776,688 315,863

Lease income 12 33,278 36,494

Total revenue $ 25,041,075 $ 15,120,915

Cost of revenue ( 12,612,904 ) ( 8,118,649 )

GROSS PROFIT 12,428,171 7,002,266

OPERATING EXPENSES:

Research & development expense 3,391,134 1,508,695

Stock-based compensation expense 19 5,322,471 4,009,507

Depreciation and amortization expense 4 670,111 469,243

Selling, general and administrative expense 8,941,387 6,638,587

TOTAL OPERATING EXPENSES 18,325,103 12,626,032

Loss from operations ( 5,896,932 ) ( 5,623,766 )

( 3,638,757 )

( 5,921,853 )

OTHER INCOME/ (EXPENSE):

1 unchanged sentence

Interest and other income, net 938,451 636,156

TOTAL INCOME, NET

TOTAL OTHER INCOME, NET 309,639 39,451

LOSS BEFORE INCOME TAXES ( 5,587,293 ) ( 5,584,315 )

( 3,431,219 )

( 5,681,353 )

Income tax expense 16 656,628 353,729

$ ( 3,582,571 )

$ ( 5,681,353 )

Net loss per share - basic and diluted

Weighted average- basic shares

Weighted average- diluted shares

STATEMENTS OF OTHER COMPREHENSIVE LOSS

$ ( 3,582,571 )

$ ( 5,681,353 )

OTHER COMPREHENSIVE INCOME (LOSS):

NET LOSS $ ( 6,243,921 ) $ ( 5,938,044 )

Net loss per share - basic and diluted 2(r) $ ( 0.03 ) $ ( 0.03 )

Weighted average- basic shares 2(r) 198,083,415 186,244,872

Weighted average- diluted shares 2(r) 207,369,897 195,502,268

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

NET LOSS $ ( 6,243,921 ) $ ( 5,938,044 )

OTHER COMPREHENSIVE LOSS

Foreign currency translation loss ( 1,961,978 ) ( 59,138 )

( 1,557,111 )

Retirement Benefit 17 ( 20,870 ) ( 19,822 )

3 unchanged sentences

TOTAL OTHER COMPREHENSIVE LOSS ( 1,971,506 ) ( 73,188 )

( 1,550,477 )

TOTAL COMPREHENSIVE LOSS $ ( 8,215,427 ) $ ( 6,011,232 )

$ ( 5,133,048 )

$ ( 5,658,639 )

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

1 unchanged sentence

Financial Statements.

SS INNOVATIONS INTERNATIONAL,

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND

MARCH 31, 2025

Preferred Stock

Accumulated other comprehensive

Additional Paid-In

Total Stockholders’

income (loss)

FOR THE THREE AND SIX MONTHS ENDED JUNE

30, 2026 AND JUNE 30, 2025

comprehensive

Stockholders’

Balance as at December 31, 2025 1,000 1 194,165,141 19,416 ( 2,022,660 ) 95,111,511 899,917 ( 55,789,934 ) 38,218,251

( 2,022,660 )

( 55,789,934 )

Proceeds from Private investment in Public Equity, net

of issuance costs

Stock compensation

( 1,550,477 )

( 3,582,571 )

( 5,133,048 )

Proceeds from Private investment in Public Equity, net of issuance costs 13 - - 5,774,839 578 - 18,445,920 - - 18,446,498

Stock-based compensation 19 - - - - - 1,934,303 - - 1,934,303

Stock grants 13 - - 191,555 19 - 1,057,390 - - 1,057,409

Net loss - - - - ( 1,550,477 ) - - ( 3,582,571 ) ( 5,133,048 )

Balance as at March 31, 2026 1,000 1 200,131,535 20,013 ( 3,573,137 ) 116,549,124 899,917 ( 59,372,505 ) 54,523,413

( 3,573,137 )

( 59,372,505 )

Stock-based compensation 19 - - - - - 1,790,039 - - 1,790,039

Stock issued for services 19 - - 37,500 4 - 170,146 - - 170,150

Net loss - - - - ( 421,029 ) - - ( 2,661,350 ) ( 3,082,379 )

Balance as at June 30, 2026 1,000 1 200,169,035 20,017 ( 3,994,166 ) 118,509,309 899,917 ( 62,033,855 ) 53,401,223

Balance as at December 31, 2024 1,000 1 171,579,284 17,157 ( 749,625 ) 56,952,200 899,917 ( 43,662,547 ) 13,457,103

( 43,662,547 )

Stock compensation

Stock-based compensation 19 - - - - - 2,110,467 - - 2,110,467

Common stock issued against exercise of warrants 13 - - 10,477 1 - (1 ) - - -

Conversion of notes payable to equity 10 - - 21,966,416 2,196 - 30,643,163 - - 30,645,359

( 5,681,353 )

( 5,658,639 )

Net loss - - - - 22,714 - - ( 5,681,353 ) ( 5,658,639 )

Balance as at March 31, 2025 1,000 1 193,556,177 19,354 ( 726,911 ) 89,705,829 899,917 ( 49,343,900 ) 40,554,290

( 49,343,900 )

See accompanying notes to Condensed Consolidated

Financial Statements.

SS INNOVATIONS INTERNATIONAL,

Stock-based compensation 19 - - - - - 1,579,376 - - 1,579,376

Common stock issued against exercise of options 13 - - 7,431 1 - ( 1 ) - - -

Stock issued for services 10 - - 24,802 2 - 241,795 - - 241,797

Net loss - - - - ( 95,902 ) - - ( 256,691 ) ( 352,593 )

Balance as at June 30, 2025 1,000 1 193,588,410 19,357 ( 822,813 ) 91,526,999 899,917 ( 49,600,591 ) 42,022,870

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Three months ended

March 31, 2026

March 31, 2025

For the six months ended

Cash flows from operating activities:

$ ( 3,582,571 )

$ ( 5,681,353 )

Net loss $ ( 6,243,921 ) $ ( 5,938,044 )

Adjustments to reconcile net loss to net cash used in operating activities:

4 unchanged sentences

Deferred income tax benefit ( 336,457 ) ( 365,641 )

Stock compensation expense

Stock-based compensation expense 5,368,330 4,009,507

Provision for / (reversal of) credit loss reserve, net 297,882 ( 228,846 )

3 unchanged sentences

Inventory, net ( 1,411,376 ) ( 10,221,214 )

( 5,082,673 )

Deferred revenue 2,205,501 1,739,652

Prepaids and other assets ( 3,955,550 ) ( 2,572,481 )

( 2,066,322 )

( 1,003,604 )

Accounts payable 127,728 3,782,409

3 unchanged sentences

Net cash used in operating activities ( 6,546,449 ) ( 9,555,703 )

( 2,311,936 )

( 6,103,374 )

Cash flows from investing activities:

6 unchanged sentences

Repayment of convertible notes to principal shareholder, including interest - ( 4,212,637 )

( 4,212,637 )

Repayment of convertible notes to other investors, including

( 1,068,849 )

Repayment of convertible notes to other investors, including interest - ( 1,068,849 )

Net cash provided by financing activities 21,638,510 21,703,921

1 unchanged sentence

Effect of exchange rate on cash ( 1,808,998 ) 23,377

( 1,390,912 )

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at end of the year

Cash and cash equivalents at the beginning of the period 9,603,020 6,623,535

Cash and cash equivalents at end of the period $ 22,671,023 $ 17,605,678

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

5 unchanged sentences

Financial Statements.

SS INNOVATIONS INTERNATIONAL,

SS INNOVATIONS INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

SS Innovations International, Inc.

(the “ Company ”

or “ SSII ”) was incorporated as AVRA Surgical Microsystems, Inc.

(the “ Company ” or “ SSII ”) was incorporated as AVRA Surgical Microsystems, Inc.

in the State of Florida on February 4, 2015 .

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 place.

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

International, Inc.

Effective 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 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.

The Transaction was accounted for as a recapitalization in accordance with GAAP (the “ Recapitalization ”).

Under this method, AVRA was treated as the “acquired” company (the “ Accounting Acquiree ”) and Cardio Ventures Inc., the accounting acquirer, was assumed to have issued stock for the net assets of AVRA, accompanied by a recapitalization.

Accordingly, for the year ended December 31, 2022, CardioVentures has been considered the ultimate holding company.

Prior to October 18, 2022, Cardio Ventures Pvt Ltd., Bahamas (Cardio Bahamas), was in existence and served as the ultimate holding company.

On October 18, 2022, Cardio Ventures Inc.

acquired controlling interest in Otto

acquired controlling interest in Otto Pvt Ltd.

from Cardio Bahamas, making Cardio Ventures Inc.

the ultimate holding company.

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”.

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 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 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.

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 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.

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

Unaudited Interim Condensed Consolidated Financial Statements

The interim condensed consolidated balance sheet as of June 30, 2026, and the interim condensed consolidated statement of operations, comprehensive loss and stockholders’ equity for the three and six months ended June 30, 2026 and June 30, 2025 and cash flows for the six months ended June 30, 2026 and June 30, 2025 are unaudited.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of our financial position as of June 30, 2026 and our results of operations for the three and six months and cash flows for the six months ended June 30, 2026 and June 30, 2025.

The financial data and other financial information disclosed in these notes to the interim condensed consolidated financial statements related to the three and six months are also unaudited.

The interim condensed consolidated results of operations for the three and six months ended June 30, 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, 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 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.

Accounting policies of the respective individual subsidiaries are aligned wherever necessary, so as to ensure consistency with the accounting policies that are adopted by the Company under U.S.

Principles of Consolidation

The consolidated financial statements include

our accounts and all majority-owned subsidiaries.

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.

The Company 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.

Certain prior period amounts have been reclassified to conform with the current presentation period.

Going Concern

The accompanying condensed consolidated financial

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

months as of the date these financial statements are issued.

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

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:

The accompanying condensed consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as of the date these financial statements are issued.

The Company had a working capital surplus of $ 39,562,225 and an accumulated deficit of $ 62,033,855 as of June 30, 2026.

The Company also had net losses of $ 2,661,350 and $ 6,243,921 for three months and six months ended June 30, 2026 respectively, which losses primarily resulted from non-cash items such as stock compensation expense of $ 2,178,156 and $ 5,322,471 for the three months and six months ended June 30, 2026, and depreciation of $ 346,364 and $ 670,111 for the three months and six months ended June 30, 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 are issued.

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, the Company 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:

5 unchanged sentences

● an aggregate of 4,474,833 shares of common stock at $ 3.00 per share and total consideration of $ 13,424,498 , to existing and new investors, led by Manipal Global Health Services, an existing shareholder.

SSi intends to use the net proceeds from this

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

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

Union markets.

However, the Company’s existing cash resources

and income from operations are not expected to provide sufficient funds to carry out the Company’s operations and business development

through the next twelve (12) months.

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

and meet its longer-term capital needs.

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

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

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

The accompanying 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

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

However, the Company’s existing cash resources and income from operations are not expected to provide sufficient funds to carry out the Company’s operations and business development through the next twelve (12) months.

The management of the Company is making efforts to raise further funding to scale up operations and meet its longer-term capital needs.

While management of the Company believes that it will be successful in its capital formation and planned expansion of its operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in generating additional revenues and ultimately achieving profitability.

The accompanying 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 concern.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Use of Estimates

The preparation of condensed consolidated financial

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

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

The Company regularly evaluates estimates and assumptions

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

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

Actual results could

differ from those estimates made by management.

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

in case of bundled revenue contracts.

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses.

The Company regularly evaluates estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates made by management.

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

b) Cash and Cash Equivalents

The Company considers all highly liquid investments

purchased with an original maturity of ninety days or less to be cash equivalents.

The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash equivalents.

c) Restricted Cash

Restricted cash includes any cash and cash equivalents

that are legally restricted as to withdrawal or usage for the Company’s operations.

For the purposes of the condensed consolidated

statement of cash flows, the Company includes in its cash and cash-equivalent balances those amounts that have been classified as restricted

cash and restricted cash equivalents.

Restricted cash includes any cash and cash equivalents that are legally restricted as to withdrawal or usage for the Company’s operations.

For the purposes of the condensed consolidated statement of cash flows, the Company includes in its cash and cash-equivalent balances those amounts that have been classified as restricted cash and restricted cash equivalents.

d) Accounts Receivable and Allowance for Expected Credit 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

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

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

When receivables are determined to be uncollectible,

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

The Company’s account receivables are due from customers relating to contracts to supply surgical robotic systems, instruments, and accessories and to provide post sales warranty/maintenance services.

The Company also sells surgical robotic systems under deferred payment arrangements and in such cases, the amounts due and recoverable beyond the one-year period at the balance sheet date are classified as long-term receivables.

Collateral is currently not required.

The Company also maintains 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 reserves for those accounts deemed uncollectible or likely to become uncollectible.

When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance.

e) Employee Benefits

Contributions to defined contribution plans are

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

the covered employees.

Contributions to defined contribution plans are charged to the condensed consolidated statement of operations and comprehensive loss in the period in which services are rendered by the covered employees.

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

The liability

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

The Company records

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

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

The Company reviews its assumptions on an annual

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

The effect of modifications

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

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

The Company believes that the assumptions

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

These assumptions

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

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

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

The interest cost, expected return on plan assets

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

Refer to Note 17 - Employee Benefit

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

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

The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates.

The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so.

The effect of modifications to those assumptions is recorded in other comprehensive income (loss) (“OCI”) and amortized to net periodic benefit cost over the expected remaining period of service of the covered employees using the corridor method.

The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions.

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

The Company includes the service cost component of the net periodic benefit cost in the same line item or items as other compensation costs arising from services rendered by the respective employees during the period.

The interest cost, expected return on plan assets and amortization of actuarial gains/loss, are included in “Other income, net”.

Refer to Note 17 - Employee Benefit Plans to the unaudited interim condensed consolidated financial statements for details.

f) Foreign Currency Translation

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

The functional currency of the Company’s subsidiary in India

is Indian National Rupee (“INR”).

The functional currency of the Company’s subsidiary in India is Indian National Rupee (“INR”).

Transactions denominated in INR are translated to U.S.

dollars at rates which approximate

those in effect on the transaction dates.

Monetary assets and all liabilities denominated in foreign currencies on 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

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

group is the currency of the primary economic environment in which it operates.

Transactions in foreign currencies are initially recorded

into functional currency at the rates of exchange prevailing on the date of the transaction.

Monetary assets and liabilities denominated

in foreign currencies are remeasured into functional currency at the rates of exchange prevailing at the balance sheet date.

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.

The assets and liabilities of the subsidiaries

for which the functional currency is other than the U.S.

dollars at rates which approximate those in effect on the transaction dates.

Monetary assets and all liabilities denominated in foreign currencies on June 30, 2026 and June 30, 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 is a foreign exchange gain resulting from such translations of approximately $ 23,405 and amount of $ 17,531 for the six months ended June 30, 2026, and June 30, 2025, respectively.

The functional currency of each entity in the group is the currency of the primary economic environment in which it operates.

Transactions in foreign currencies are initially recorded into functional currency at the rates of exchange prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are remeasured into functional currency at the rates of exchange prevailing at the balance sheet date.

Non-monetary assets and liabilities are remeasured to the functional currency at exchange rates that prevailed on the date of inception of the transaction.

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

The assets and liabilities of the subsidiaries for which the functional currency is other than the U.S.

dollar are translated into U.S.

dollars, the reporting currency, at the rate

of exchange prevailing on the balance sheet date.

dollars, the reporting currency, at the rate of exchange prevailing on the balance sheet date.

Revenues and expenses are translated into U.S.

dollars at the exchange rates prevailing

on the last business day of each month, which approximates the average monthly exchange rate.

Share capital and other equity items are

translated at exchange rates that prevailed on the date of inception of the transaction.

Resulting translation adjustments are included

in “Accumulated other comprehensive income/(loss)” in the condensed consolidated balance sheet.

dollars at the exchange rates prevailing on the last business day of each month, which approximates the average monthly exchange rate.

Share capital and other equity items are translated at exchange rates that prevailed on the date of inception of the transaction.

Resulting translation adjustments are included in “Accumulated other comprehensive income/(loss)” in the condensed consolidated balance sheet.

The relevant translation rates are as follows:

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

for the six months ended June 30, 2026 closing rate at 94.55 US$:

INR, average rate at 92.25 US$:INR.

The relevant translation rates are as follows:

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

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

INR, average rate at 85.66 US$:INR.

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INR, average rate at 87.72 US$:INR

The Company’s inventory consists of finished

goods in the form of fully assembled and tested surgical robotic system, semi-finished goods in the form of various sub-systems of the

surgical robotic systems in various stages of assembly and manufacturing and raw material in the form of various mechanical, electrical,

and other material components, parts, motors, encoders etc.

The Company’s inventory consists of finished goods in the form of fully assembled and tested surgical robotic system, semi-finished goods in the form of various sub-systems of the surgical robotic systems in various stages of assembly and manufacturing and raw material in the form of various mechanical, electrical, and other material components, parts, motors, encoders etc.

which are not yet assembled/manufactured.

The inventory is valued at the

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

The inventory is valued at the lower of cost (first-in, first-out) or estimated net realizable value.

h) Cost of Sales

Cost of sales primarily consists of manufacturing

cost incurred for production of the Mantra System and the related instruments and accessories which are used to facilitate the use of

the Mantra System.

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

manufacturing process.

Cost of sales primarily consists of manufacturing cost incurred for production of the Mantra System and the related instruments and accessories which are used to facilitate the use of the Mantra System.

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

i) Selling and Administrative Expenses

Selling and administrative expenses primarily

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

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

j) Fair value measurements

ASC Topic 820, Fair Value Measurements

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

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

asset or liability.

The fair value should be calculated based on assumptions that market participants would use in pricing the asset

or liability as against assumptions specific to the entity.

In addition, the fair value of liabilities should include consideration of

non-performance risk, including the Company’s own credit risk.

ASC Topic 820, Fair Value Measurements and Disclosures defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.

The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability as against assumptions specific to the entity.

In addition, the fair value of liabilities should include consideration of non-performance risk, including the Company’s own credit risk.

The fair value hierarchy consists of the following three levels:

I — Quoted prices for identical instruments in active markets.

II — Quoted prices for similar instruments in active markets;

quoted prices for identical or similar instruments in markets

that are not active;

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

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

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

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

III — Instruments whose significant value drivers are unobservable.

● Level III — Instruments whose significant value drivers are unobservable.

k) Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist principally of cash.

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash.

and cash equivalents, time deposits and accounts receivable.

By their nature, all such financial instruments involve risks including the credit risks of non-performance by counterparties.

funds are maintained as cash and cash equivalents and time deposits, placed with highly rated financial institutions to reduce its exposure

to market risk with regard to these funds.

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

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

To mitigate this risk the Company

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

collectability assessment processes for accounts receivable.

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

derivative financial instruments, for speculative purposes.

The surplus funds are maintained as cash and cash equivalents and time deposits, placed with highly rated financial institutions to reduce its exposure to market risk with regard to these funds.

The Company’s exposure to credit risk on account receivable is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers.

To mitigate this risk the Company evaluates the creditworthiness of its customers in conjunction with its revenue recognition processes as well as through its ongoing collectability assessment processes for accounts receivable.

The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

l) Commitments and Contingencies

Liabilities for loss contingencies arising from

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

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

A disclosure for a contingent liability is

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

When there is a possible obligation or a present obligation

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

Legal costs incurred in connection

with such liabilities are expensed as incurred.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recognized when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated.

A disclosure for a contingent liability is made when there is a possible obligation that may require an outflow of resources.

When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Legal costs incurred in connection with such liabilities are expensed as incurred.

Capital commitments are disclosed in the condensed consolidated financial statements.

m) Revenue Recognition

The Company recognizes revenue in accordance

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

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

to receive in exchange for those goods or services.

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

be recognized:

Identification

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

Identification

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

Determination

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

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

to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and

collectability of consideration is probable.

The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services.

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

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

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

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

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

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

The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable.

Product type and payment terms vary by client.

The Company recognizes revenue when the “transfer

of control” occurs, which typically takes place upon the delivery of the system to the customer.

In cases where a deferred payment

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

extended warranty obligations.

System Sales:

The Company recognizes revenue when the “transfer of control” occurs, which typically takes place upon the delivery of the system to the customer.

In cases where a deferred payment arrangement exists, revenue is recognized at the present value of the consideration receivable, adjusted by the present value of any extended warranty obligations.

Standalone Selling Price:

Our system sale arrangements contain multiple

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

Other than services, we generally deliver all of the

products upfront.

The Company’s system sale arrangements contain multiple products and services, including system, accessories, instruments and services.

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

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

System, instruments, accessories and services

are also sold on a standalone basis.

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

its relative standalone selling price.

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

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

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

and services and industry benchmark.

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

updating these estimates.

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

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

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 the Company separately sells the products or services.

If a standalone selling price is not directly observable, then the Company estimates 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.

The Company regularly reviews standalone selling prices and maintains internal controls over establishing and updating these estimates.

Revenue that is allocated to the service obligation is deferred and recognized ratably over the service period upon expiration of first year of service which is free and included in the system sale arrangements.

Key Terms of Customer Contracts

The Company enters into binding contracts with

customers through either an agreement or a sales order, with all terms and conditions mutually agreed upon by both parties.

The key terms

and conditions include:

of Product and Price:

The Company enters into binding contracts with customers through either an agreement or a sales order, with all terms and conditions mutually agreed upon by both parties.

The key terms and conditions include:

Finalization of Product and Price:

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 Terms:

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

Deferred Payment Model:

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The exact terms are mutually agreed upon with the customer.

Installation, and Training:

Delivery, Installation, and Training:

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

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

With respect to the sale of surgical robotic systems, training is provided at the time of delivery to the end customer, however the

effort involved is considered negligible.

of Risk and Rewards:

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

Transfer of Risk and Rewards:

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

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.

and Annual Maintenance Contract Sales:

By application of ASC 606, a portion of the equipment

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

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

contracts is recognized as a distinct revenue stream.

Under ASC 842, in cases where the systems are

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

Variable component

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

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

Accordingly, the fixed component is recognized on

a straight-line basis as lease income.

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

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

The Company also sells instruments for use by surgeons in conjunction with the use of its surgical robotic systems.

These instruments are consumable items for our hospital customers, and the Company recognizes the revenues from the sale of instruments as and when the instruments are delivered to the customer.

Warranty and Annual Maintenance Contract Sales:

By application of ASC 606, a portion of the equipment sales value which is attributable towards the component of annual maintenance contracts is shown separately as Warranty sales.

Once the assurance warranty or standard warranty periods are over, the maintenance contracts become effective and actual income from maintenance contracts is recognized as a distinct revenue stream.

Lease Income:

Under ASC 842, in cases where the systems are installed on a pay per procedure basis, the Company earns revenue which is a mix of fixed and variable components.

Variable component consists of revenue share which is agreed based on the number and type of procedures performed by the customer, while the fixed component involves an agreed amount which the customer is obliged to pay over the lease term.

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

Since the title to the system is not getting transferred to the counterparty, hence the cost relating to those systems is capitalized under property, plant and equipment and accordingly depreciation is charged over its period of useful life.

n) Property Plant & Equipment

Property and equipment are stated at cost, which

is generally comprised of the purchase price for such property or equipment, non-refundable duties and taxes, Installation cost, freight,

other associated costs, but excludes any discounts and/or rebates, less accumulated depreciation and impairment.

The Company reviews property and equipment for

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

Property Plant and Equipment depreciated using

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

The estimated useful lives used in calculating

depreciation are as follows:

Property, plant, and equipment are stated at cost, which is generally comprised of the purchase price for such property, plant, or equipment, non-refundable duties and taxes, Installation cost, freight, other associated costs, but excludes any discounts and/or rebates, less accumulated depreciation and impairment.

The Company reviews property, plant, and equipment for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable.

Property Plant and Equipment are depreciated using the straight-line method at rates determined as per estimated useful life of the assets.

The estimated useful lives used in calculating depreciation are as follows:

Computer & peripherals 3

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Pay per use systems 10

Demo system 10

o) Long-lived Assets

In accordance with ASC 360, “ Property

Plant and Equipment ”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances

indicate that their carrying amount may not be recoverable.

In accordance with ASC 360, “ Property Plant and Equipment ”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable.

Circumstances which could trigger a review include, but are not limited to:

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significant adverse changes in the business climate or legal factors;

of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset;

current cash flow

or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset and current

expectation that the asset will more than likely not be sold or disposed significantly before the end of its estimated useful life.

Recoverability

is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the discounted

cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain circumstances.

accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset;

current cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset and current expectation that the asset will more than likely not be sold or disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the discounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain circumstances.

An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

p) Stock Compensation Expense

Under the fair value recognition provisions of

ASC Topic 718, Compensation-Stock Compensation, cost is measured at the grant date based on the fair value of the award and is amortized

on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

Determining the fair value of stock-based awards

at the grant date requires significant judgment, including estimating the expected term over which the stock awards will be outstanding

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

p) Stock-based Compensation Expense

Under the fair value recognition provisions of ASC Topic 718, Compensation-Stock Compensation, cost is measured at the grant date based on the fair value of the award and is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

Determining the fair value of stock-based awards at the grant date requires significant judgment, including estimating the expected term over which the stock awards will be outstanding before they are exercised and the expected volatility of our stock.

Stock Options :

These provide employees

with the right, but not the obligation, to purchase shares of the Company’s stock at a specified price within a defined period,

as per the terms of the stock option agreement.

Stock-based compensation expense associated with AVRA 2016 Stock Incentive Plan is measured

at fair-value using a Black-Scholes option-pricing model at commencement of each offering period and recognized over that offering period.

Stock Units (Restricted Stock Units, or RSUs):

These provide employees with the right, but not the obligation, to purchase shares of the Company’s stock at a specified price within a defined period, as per the terms of the stock option agreement.

Stock-based compensation expense associated with AVRA 2016 Stock Incentive Plan is measured at fair-value using a Black-Scholes option-pricing model at commencement of each offering period and recognized over that offering period.

Stock Awards (Restricted Stock Awards, or RSAs):

These do not require the employee to exercise any options.

Each stock unit automatically converts into a specified number of shares

upon vesting.

The Company uses last three month’s average share price of common stock on OTC (prior to April 24, 2025) or on NASDAQ

(subsequent to April 24, 2025) as grant date fair value for RSUs.

The Company recognizes stock-based compensation

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

on the grant-date fair value of the awards.

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

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

Forfeitures of equity awards are accounted for as

The Company accounts for equity instruments issued

in exchange for goods or services from non-employees in accordance with ASC Topic 718 Stock Compensation.

The costs associated with these

equity instruments are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity

instruments issued, whichever is more reliably measurable.

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

The Company uses last three months’ average share price of common stock on OTC (prior to April 24, 2025) or on Nasdaq (subsequent to April 24, 2025) as grant date fair value for RSUs.

The Company recognizes stock-based compensation expense in the condensed consolidated statement of operations and comprehensive loss for both employees and non-employee directors based on the grant-date fair value of the awards.

These costs are recognized on a straight-line basis over the requisite service period, or until the date at which the recipient becomes eligible for retirement, if shorter.

Forfeitures of equity awards are accounted for as they occur.

The Company accounts for equity instruments issued in exchange for goods or services from non-employees in accordance with ASC Topic 718 Stock Compensation.

The costs associated with these equity instruments are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable.

q) Income Taxes

We record income taxes under the asset and liability

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

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

to operating loss and tax credit carry forwards.

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

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

Accordingly, the need to establish valuation

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

This assessment

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

forward periods, and tax planning alternatives.

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

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

The Company records 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.

The Company uses a two-step approach in recognizing and measuring uncertain tax positions.

The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals and litigation processes, if any.

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

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

The Company determines the tax provision for

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

Each quarter, the Company updates its estimate of annual effective

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

Management judgment is required in determining

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

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

Management assesses this probability

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

If at a later time the assessment of the

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

The Company has a valuation allowance due to

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

to realize and, hence, utilize

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

future tax deductions.

The effective tax rate for annual and interim

reporting periods could be impacted if uncertain tax positions that are not recognized are settled at an amount which differs from the

Company’s estimate.

Finally, if the Company is impacted by a change in the valuation allowance resulting from a change in judgment

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

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 provision for income taxes, deferred tax assets and liabilities, tax contingencies, unrecognized tax benefits, and any required valuation allowance, including taking into consideration the probability of the tax contingencies being incurred.

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

If at a later time the assessment of the probability of these tax contingencies changes, accrual for such tax uncertainties may increase or decrease.

The Company has a valuation allowance due to management’s overall assessment of risks and uncertainties related to its future ability in the U.S.

to realize and, hence, utilize certain deferred tax assets, primarily consisting of net operating losses (“NOLs”), carry forward temporary differences and future tax deductions.

The effective tax rate for annual and interim reporting periods could be impacted if uncertain tax positions that are not recognized are settled at an amount which differs from the Company’s estimate.

Finally, if the Company is impacted by a change in the valuation allowance resulting from a change in judgment regarding the realizability of deferred tax assets, such effect will be recognized in the interim period in which the change occurs.

r) Basic and Diluted Loss per Share

The following table sets forth the computation

of basic and diluted earnings per share:

The following table sets forth the computation of basic and diluted earnings per share:

For the three months ended

( 3,582,571 )

( 5,681,353 )

2026 June 30,

Net loss (a) $ ( 2,661,350 ) $ ( 256,691 )

Basic weighted average common shares outstanding (b) 200,136,068 193,571,635

1 unchanged sentence

Diluted weighted average common shares outstanding 209,422,550 202,835,698

Earnings per share attributable to SS Innovations

International, Inc.

Earnings per share attributable to SS Innovations International, Inc.

stockholders:

Basic and Diluted (a)/(b) $ ( 0.01 ) $ ( 0.00 )^

Value is less than 0.001

For the six months ended

2026 June 30,

Net loss (a) $ ( 6,243,921 ) $ ( 5,938,044 )

Basic weighted average common shares outstanding (b) 198,083,415 186,244,872

Dilutive effect of stock-based awards 9,286,482 9,257,396

Diluted weighted average common shares outstanding 207,369,897 195,502,268

Earnings per share attributable to SS Innovations International, Inc.

stockholders:

Basic and Diluted (a)/(b) $ ( 0.03 ) $ ( 0.03 )

Basic net loss per share is calculated by dividing

the net loss attributable to SSII stockholders by the weighted-average number of shares of common stock outstanding for the period.

diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period.

in which we report net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common

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

Basic net loss per share is calculated by dividing the net loss attributable to SSII stockholders by the weighted-average number of shares of common stock outstanding for the period.

The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period.

For periods in which the Company reports net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

s) Research and Development Costs

In accordance with ASC Topic 730 Research and

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

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

In accordance with ASC Topic 730 Research and development costs are expensed as incurred and include costs of material, salaries, benefits and other headcount-related costs, contract and other outside service fees, and facilities and overhead costs.

t) Fair Value of Financial Instruments

Our financial instruments consist principally

of accounts receivable, amounts due to related parties and promissory notes payable.

The carrying amounts of cash and cash equivalents

and promissory notes approximate fair value because of the short-term nature of these items.

The Company’s financial instruments consist principally of accounts receivable, amounts due to related parties and promissory notes payable.

The carrying amounts of cash and cash equivalents and promissory notes approximate fair value because of the short-term nature of these items.

u) Recent Accounting Pronouncements

In November 2024, FASB issued ASU 2024-03, Income

Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to disaggregate

any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural

expense categories, as applicable:

(1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization,

and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other depletion expenses.

An entity’s share of earnings or losses from investments accounted for under the equity method is not a relevant expense caption

that requires disaggregation.

Such ASU’s amendments are effective for annual reporting periods beginning after December 15, 2026,

and interim reporting periods beginning after December 15, 2027.

In November 2024, FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories, as applicable:

(1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other depletion expenses.

An entity’s share of earnings or losses from investments accounted for under the equity method is not a relevant expense caption that requires disaggregation.

Such ASU’s amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We are currently evaluating the impact

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

The Company is currently evaluating the impact of this pronouncement on its disclosures and our condensed consolidated financial statements.

In December 2025, the FASB issued ASU No.

1 unchanged sentence

Narrow-Scope Improvements.

This ASU provides a comprehensive list of interim disclosures

that are required by U.S.

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.

The ASU will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments-Credit Losses (“ASC Topic 326”):

Measurement of Credit Losses for Accounts Receivable and Contract

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

lease at inception of the contract.

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

This ASU provides a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC Topic 606.

The ASU will be effective for annual reporting periods beginning after December 15, 2025, including interim periods within those years, with early adoption permitted.

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 lease at inception of the contract.

The Company’s assessment is based on whether:

(1) the contract involves the use of a distinct

identified asset, (2) the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the

term of the contract, and (3) the Company has the right to direct the use of the asset.

A lease is classified as a finance lease if any

one of the following criteria are met:

(1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains

an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful

life of the asset or (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset.

Operating leases are presented within “Right-of-use

assets, operating lease” “Current portion of operating lease liabilities” and “Operating lease liabilities, less

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

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

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

arising from the lease arrangement.

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

over the lease term.

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

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

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

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

The Company determines

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

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

Lease terms include

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

exercise that option.

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

single operating lease cost.

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

for separately.

Lease payments that depend on factors other than

an index or rate are considered variable lease payments and are excluded from the operating lease assets and liabilities and are recognized

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

Lease payments include payments for common area maintenance, utilities

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

treated as non-lease component.

The Company accounts for lease-related concessions

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

should be accounted for as a lease modification.

The Company accounts for a modification as a

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

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

Modifications which

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

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

Upon modification, the Company remeasures the lease liability to reflect

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

adjustment to the ROU assets.

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

amount of the remeasurement is recognized as an expense in 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.

(1) the contract involves the use of a distinct identified asset, (2) the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term of the contract, and (3) the Company has the right to direct the use of the asset.

A lease is classified as a finance lease if any one of the following criteria are met:

(1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset or (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset.

Operating leases are presented within “Right-of-use assets, operating lease” “Current portion of operating lease liabilities” and “Operating lease liabilities, less current portion” in the Company’s condensed consolidated balance sheet.

Right-of-use (ROU) assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease arrangement.

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

Operating lease ROU assets are recognized at commencement date in an amount equal to lease liability, adjusted for any lease prepayments, initial direct costs, and lease incentives.

For leases in which the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date.

The Company determines the incremental borrowing rate by adjusting the benchmark reference rates with appropriate financing spreads applicable to the respective geographies where the leases are entered and lease specific adjustments for the effects of collateral, if applicable.

Lease terms include the effects of options to extend or terminate the lease when it is reasonably certain at commencement of the lease that the Company will exercise that option.

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

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

Lease payments that depend on factors other than an index or rate are considered variable lease payments and are excluded from the operating lease assets and liabilities and are recognized as expense in the period in which the obligation is incurred.

Lease payments include payments for common area maintenance, utilities such as electricity, heating and water, among others, and property taxes, and other similar payments paid to the landlord, which are treated as non-lease component.

The Company accounts for lease-related concessions in accordance with guidance in Topic 842, Leases, to determine, on a lease-by-lease basis, whether the concession provided by lessor should be accounted for as a lease modification.

The Company accounts for a modification as a separate contract when it grants an additional right of use not included in the original lease and the increase is commensurate with the standalone price for the additional right of use, adjusted for the circumstances of the particular contract.

Modifications which are not accounted for as a separate contract are reassessed as of the effective date of the modification based on its modified terms and conditions and the facts and circumstances as of that date.

Upon modification, the Company remeasures the lease liability to reflect changes to the remaining lease payments and discount rates and recognizes the amount of the remeasurement of the lease liability as an adjustment to the ROU assets.

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

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.

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

(3) whether the lease term is for the major part of the remaining economic life of the leased system;

(4) whether the lease grants the lessee an option to purchase the leased system that the lessee is reasonably certain to exercise;

and (5) whether the underlying system is of such a specialized nature that it is expected to have no alternative use to the Company at the end of the lease term.

However, if classifying a lease as a sales-type lease would result in a selling loss at commencement (day-one selling loss), the Company classifies such lease as an operating lease.

Derecognition and Selling Profit

At the commencement date of a qualifying sales-type

lease, the Company derecognizes the underlying asset and recognizes a net investment in the lease, which includes (i) the present value

of future lease payments, (ii) any guaranteed or unguaranteed residual value, and (iii) unearned interest income.

The resulting selling

profit or loss is measured as the difference between the net investment in the lease and the carrying amount of the derecognized asset.

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

Variable lease payments under the arrangement do not depend on an index or a rate but are instead based on the customer’s actual usage of the leased equipment or related surgical activity.

Because such payments are usage-based, they are excluded from the initial measurement of the lease.

SSII recognizes these variable

amounts as revenue in the period in which the underlying surgical procedures occur, consistent with the terms of the pay-per-use arrangement.

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.

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.

The Company applies the current expected credit loss (“CECL”) model to its net investment in sales-type leases.

Expected credit losses are estimated based on historical loss experience, current conditions, and reasonable and supportable forecasts.

The allowance for credit losses is reassessed each reporting period and included as a contra-asset to the net investment in sales-type leases.

Comprehensive Loss

Comprehensive loss consists of net loss and other

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

Our other comprehensive loss represents

foreign currency translation adjustment attributable to Indian operations.

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

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.

Total foreign currency transaction gains and losses were immaterial for the three and six months ended June 30, 2026, and 2025.

NOTE 3 – SEGMENT INFORMATION

The Company is focused on designing, manufacturing

and marketing an advanced, next-generation and affordable surgical robotic system called the SSi Mantra, and the instruments and accessories

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

The Company is committed to accelerating

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

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

maintenance support also provided by the Company.

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

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

During the 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

the Chief Operating Decision Maker (“CODM”).

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

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

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

and net income / loss from operations.

Significant segment expenses within income from

operations, as well as within net income / loss, include cost of revenue, research and development, and selling, general and administrative

expenses, which are each separately presented on the Company’s Consolidated Statements of Operations.

Other segment items within

net income include interest and other income, net, and income tax expense.

The Company’s long-lived assets consist

primarily of property, plant and equipment.

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

were outside India.

The Company is focused on designing, manufacturing and marketing an advanced, next-generation and affordable surgical robotic system called the SSi Mantra, and the instruments and accessories used with SSi Mantra to perform a wide range of soft-tissue, robotically assisted surgeries.

The Company is committed to accelerating access to surgical robotics technologies in all parts of the world and particularly in underserved regions through a comprehensive ecosystem of providing an affordable surgical robotic system, its related instruments and accessories backed up by clinical, field service and maintenance support also provided by the Company.

The systems as well as instruments and accessories are primarily designed, developed and manufactured by the Company in its manufacturing facility located in India.

During the six months ended June 30, 2026, and 2025, the Company’s revenue from within India accounted for 93 % and 77 % of total revenue, respectively, while revenue from the Company’s markets outside India accounted for 7 % and 23 % of total revenue, respectively.

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

The Company’s determination that it operates as a single operating segment is consistent with the financial information regularly reviewed by the chief operating decision maker for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods.

The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”).

The CODM utilizes the Company’s long-range plan, which includes product development, technology refinement plans and long-range selling and financial models, as a key input to resource allocation.

The CODM makes decisions on resource allocation, assesses performance of the business, and monitors budget versus actual results using gross margins and net income / loss from operations.

Significant segment expenses within income from operations, as well as within net income / loss, include cost of revenue, research and development, and selling, general and administrative expenses, which are each separately presented on the Company’s Consolidated Statements of Operations.

Other segment items within net income include interest and other income, net, and income tax expense.

The Company’s long-lived assets consist primarily of property, plant and equipment.

As of June 30, 2026 and December 31, 2025, 96 % of long-lived assets were in India and 4 % were outside India.

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT, NET

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

following as of:

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

2026 December 31,

Computer & peripheral $ 499,786 $ 485,125

Furniture 320,474 335,664

Leasehold improvement 702,315 738,955

3 unchanged sentences

Server & networking 38,754 40,380

Capital work in progress

Vehicles 753,520 680,211

Demo system 1,900,193 1,999,327

Accumulated depreciation ( 2,123,146 ) ( 1,545,923 )

( 1,797,426 )

( 1,545,923 )

Depreciation expenses for the three months ended

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.

Total $ 8,637,145 $ 9,100,546

Depreciation expense for the three months ended June 30, 2026, and 2025 amounted to $ 346,364 and $ 260,361 , respectively.

Depreciation expense for the six months ended June 30, 2026, and 2025 amounted to $ 670,111 and $ 469,243 , respectively.

The Company deployed eight systems for demonstration purposes.

As of June 30, 2026, four systems were located at the Company’s premises, and four systems were installed at a partner’s facility.

These systems remain under the Company’s ownership and control and are therefore capitalized as property, plant, and equipment in accordance with ASC 360.

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:

The components of the Company’s investments in sales-type leases, net is as follows:

2026 December 31,

Gross lease receivables $ 3,097,439 $ 2,122,950

Unearned income ( 645,782 ) ( 502,775 )

Subtotal 2,451,657 1,620,175

Allowance for credit loss - -

Net investment in sales-type leases $ 2,451,657 $ 1,620,175

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

balance sheets as follows:

The net investment in sales-type leases was classified in the consolidated balance sheets as follows:

2026 December 31,

Other Current Assets $ 479,724 $ 209,586

2 unchanged sentences

Interest income recognition

Interest income under sales-type leases during three months ended

March 31, 2026 were as follows:

Interest income under sales-type leases during six months ended June 30, 2026 were as follows:

2026 June 30,

Interest income $ 75,930 -

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

The following table presents the undiscounted cash flows related to gross lease receivables as of June 30, 2026

2026 December 31,

June 30, 2026 $ 260,540 $ 311,245

2027 470,090 339,235

2028 486,925 345,992

2029 506,423 356,127

2030 371,407 206,571

2031 and thereafter 885,465 530,534

Total $ 2,980,850 $ 2,089,704

NOTE 6 – ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following

Accounts receivable, net consists of the following as of:

2026 December 31,

Accounts receivable, net $ 16,986,089 $ 12,398,542

Accounts receivable, net (non-current) 8,511,054 8,566,654

The Company performed an analysis of the trade

receivables related to SSI India and determined, based on the deferred payment terms of the contracts, that a $ 7,265,911 (December 31,

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

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

$ 25,497,143 $ 20,965,196

The Company performed an analysis of the trade receivables related to SSI India and determined, based on the deferred payment terms of the contracts, that a $ 8,511,054 and $ 8,566,654 as of June 30, 2026 and December 31, 2025, respectively, may not be due and collectible within one year and thus the Company classified these receivables as non-current.

Activity in the allowance for the credit losses for the three and six months ended June 30, 2026 and 2025 is as follows:

For the three months

2026 June 30,

Balance at the beginning of the period $ 1,048,751 $ 176,426

Additions 120,568 202,018

Foreign currency translation adjustment ( 10,558 ) ( 722 )

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.

Balance at the end of the period $ 1,158,761 $ 377,722

For the six months

2026 June 30,

Balance at the beginning of the period $ 896,180 $ 545,799

Additions / (Reversals) 313,756 ( 167,271 )

Foreign currency translation adjustment ( 51,175 ) ( 806 )

Balance at the end of the period $ 1,158,761 $ 377,722

Details of customers which accounted for 10% or more of total revenues during the three and six months ended June 30, 2026, and June 30, 2025 and 10% or more of total accounts receivables as at June 30, 2026, and December 31, 2025 are as follows:

Percentage of revenue

Percentage of accounts

For three months ended

receivables as of

For the three months ended Percentage of revenue

For the six months ended Percentage of Accounts

Receivables As at

2026 June 30,

2025 June 30,

2026 June 30,

2025 June 30,

2026 December 31,

Customer A ^

represents less than 1%.

NOTE 7 – CASH, CASH EQUIVALENTS AND

RESTRICTED CASH

For the purpose of condensed consolidated statement

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

NOTE 7 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH

For the purpose of condensed consolidated statement of cash flows, cash, cash equivalents and restricted cash (current & non-current) consists of the following as of:

2026 December 31,

Cash and cash equivalents $ 13,647,430 $ 3,206,406

Fixed Deposit

Lien Against Overdraft Facility

Fixed Deposit Lien Against Overdraft Facility 8,563,972 5,922,160

Lien Against Bank Guarantee 84,489 43

1 unchanged sentence

Restricted cash (current) 8,648,461 5,937,650

Fixed Deposit

Lien Against Bank Guarantee

Fixed Deposit Lien Against Bank Guarantee 357,386 458,964

Lien Against Credit Card Facility 17,746 -

Restricted cash (non-current) 375,132 458,964

Total Cash, cash equivalents and restricted cash $ 22,671,023 $ 9,603,020

We have classified fixed deposits (FDs), which

are subject to withdrawal restrictions, as Restricted cash.

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

been classified as non-current.

The Company has secured a bank overdraft facility

from HDFC Bank, collateralized by fixed deposits held with HDFC Bank.

This facility includes a withdrawal restriction tied to the fixed

The Company has classified fixed deposits (FDs), which are subject to withdrawal restrictions, as Restricted cash.

Additionally, time deposits with remaining maturity of over one year have been classified as non-current.

The Company has secured a bank overdraft facility from HDFC Bank, collateralized by fixed deposits held with HDFC Bank.

This facility includes a withdrawal restriction tied to the fixed deposit.

(Refer Note 11 – Bank Overdraft.)

NOTE 8 – PREPAID, CURRENT AND NON-CURRENT

Prepaid, Current and Non-Current Assets consisted

of the following as of:

NOTE 8 – PREPAID, CURRENT AND NON-CURRENT ASSETS

Prepaid, current and non-current assets consists of the following as of:

2026 December 31,

Balances from statutory authorities $ 6,848,152 $ 5,622,738

Prepaid expense- stock compensation current

Net investment in sale type lease – current*

Prepaid expense- stock-based compensation current 1,157,911 1,157,911

Net investment in sale type – current * 479,724 209,586

Security deposits 448,113 338,493

1 unchanged sentence

Prepaid and other current assets 13,690,369 10,166,823

Prepaid expense- stock compensation non current

Net investment in sale type lease

– non current*

Prepaid expense- stock-based compensation non-current 1,676,422 2,255,358

Net investment in sale type lease – non-current * 1,971,933 1,410,589

Security deposits 296,150 248,027

2 unchanged sentences

Total prepaid, current, and non-current assets $ 17,805,848 $ 14,205,706

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

Refer Note-20 for Related Party Balances

Prepaid expenses – stock compensation represents

unamortized portion of common stock granted to advisors for services to be rendered by them in future.

(Refer Note 19 – Stock Compensation

NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED

EXPENSES AND OTHER CURRENT LIABILITIES

Accounts payable and accrued expenses consisted

of the following as of:

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

# Includes Related Party Balances, refer Note-20.

Prepaid expenses – stock-based compensation represents unamortized portion of common stock granted to advisors for services to be rendered by them in future.

(Refer to Note 19 – Stock-based Compensation Expenses).

NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES & OTHER CURRENT LIABILITIES

Accounts payable and accrued expenses & other current liabilities consists of the following as of:

2026 December 31,

Accounts payable $ 5,265,754 $ 5,127,193

Accrued expenses & other current liabilities:

Payable to statutory authorities 95,729 91,393

2 unchanged sentences

Other accrued liabilities # 6,777,244 5,608,065

Other accrued liabilities

Total accrued expenses & other current liabilities 7,387,037 5,825,702

Other non-current liabilities:

Provision for gratuity- long term 240,465 188,622

Other accrued liabilities 203,050 100,142

Other accrued liabilities- Non Current

Total accounts payable, accrued current and non current expenses

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.

Total other non-current liabilities 443,515 288,764

Total accounts payable, accrued expenses & other liabilities $ 13,096,306 $ 11,241,659

Accounts payable reflects amounts due to various vendors of supplies and services in the normal course of business operations.

Other accrued liabilities of $ 7,072,518 and $ 5,608,065 as of June 30, 2026 and December 31, 2025 respectively, mainly include accrued expenses of $ 1,313,198 and $ 1,072,596 and income tax provision of $ 5,100,021 and $ 4,214,339 as of June 30, 2026 and December 31, 2025, respectively.

# Includes Related Party Balances, refer Note-20.

NOTE 10 – NOTES PAYABLE

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

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

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

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

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

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

on various dates during 2024, along with interest due thereon.

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

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

2024 along with the interest due thereon.

In February 2025, the Company converted three

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

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

In February 2025, the Company converted Convertible

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

into 16,046,814

shares of common stock of the Company.

In March 2025, the Company converted Convertible

Notes totaling $ 8,000,000 in principal amount, along with the interest accrued thereon, issued to Sushruta Pvt Ltd into 5,811,554 shares

of common stock of the Company.

Refer Note-20 for Related Party Balances.

In January 2025, the Company raised $ 28,000,000 from its affiliate by the issuance of a One-Year 7 % Convertible Promissory Notes to finance its ongoing working capital requirements.

These Notes were payable in full after 12 months from the respective date of issuance of these Notes and were convertible at the election of the noteholder at any time through the maturity date at a per share price of $ 1.38 .

In February 2025, the Company paid $ 4,212,637 towards repayment of five 7 % One-Year Promissory Notes totaling $ 4,000,000 in principal amount raised from Sushruta Pvt Ltd., an affiliate, on various dates during 2024, along with interest due thereon.

In February 2025, the Company paid $ 1,068,849 towards repayment of one 7 % One-Year Convertible Promissory Note of $ 1,000,000 in principal amount issued to an investor in February 2024 along with the interest due thereon.

In February 2025, the Company converted three 7 % One Year Convertible Promissory Notes totaling $ 450,000 issued to several investors in February 2024, along with the interest accrued thereon, into 108,048 shares of common stock the Company as per the conversion rights exercised by the note holders.

In February 2025, the Company converted Convertible Notes totaling $ 22,000,000 , in principal amount, along with the interest accrued thereon, issued to Sushruta Pvt Ltd.

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

In March 2025, the Company converted Convertible Notes totaling $ 8,000,000 in principal amount, along with the interest accrued thereon, issued to Sushruta Pvt Ltd into 5,811,554 shares of common stock of the Company.

Refer to Note-20 for Related Party Balances.

NOTE 11 – BANK OVERDRAFT FACILITY

Bank overdraft facility consisted of the following

The bank overdraft facility consists of the following as of:

2026 December 31,

HDFC Bank Ltd overdraft (with lien against fixed deposits) (OD1) $ 5,296,584 $ 4,829,115

2 unchanged sentences

ICICI Bank overdraft (OD4) 2,957,682 -

Bank overdraft

The HDFC Bank overdraft facility (OD1), amounting

to $ 4,292,445 , is availed against a lien on fixed deposits totaling $ 6,367,278 provided by the Company and the HDFC Bank LTD Overdraft

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

of $ 661,104 in favor of HDFC Bank.

Total bank overdraft facility $ 14,634,960 $ 11,442,948

The HDFC Bank overdraft facility (OD1), amounting to $ 5,296,584 , is availed against a lien on fixed deposits totaling $ 6,321,219 provided by the Company and the HDFC Bank LTD Overdraft (OD2) facility is secured by a charge over all current assets, plant, and machinery of the Company, as well as a lien on fixed deposits of $ 656,296 in favor of HDFC Bank.

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

Prem Srivastava and Dr.

Sudhir Prem Srivastava and Dr.

Vishwajyoti P Srivastava.

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.

As of June 30, 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 (OD3).

The WCDL is secured against the lien on fixed deposits of $ 656,296 in favor of HDFC Bank.

Upon the maturity of the working capital demand loan (“WCDL”) facility in April 2026, the Company converted the facility back into an overdraft facility with HDFC Bank.

Accordingly, the outstanding balance under the facility as of the balance sheet date is included in the HDFC Bank overdraft facility (OD2).

The overdraft facility continues to be secured by a lien on fixed deposits of $ 656,296 maintained with 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 June 30, 2026, the Company availed overdraft facilities from ICICI Bank (OD4), which are secured against a lien on fixed deposits aggregating to $ 1,586,455 maintained by the Company.

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.

1 unchanged sentence

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.

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

Contract liabilities (deferred revenue) consist

of advance billings and billing in excess of revenues recognized.

Deferred revenue also includes the amount for which services have been

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

The 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

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

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

This difference

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

The Company recorded $ 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.

Contract liabilities (deferred revenue) consist of advance billings and billing in excess of revenues recognized.

Deferred revenue also includes the amount for which services have been rendered but other conditions of revenue recognition are not met, for example, where the Company does not have an enforceable contract.

The revenues attributable to the warranty is recognized over the period to which it relates.

During the three and six months ended June 30, 2026, the Company had sold twenty-six and forty-four surgical robotic systems, respectively.

The revenues attributable to warranty for the agreed warranty period with respect to each of the sales contract is deferred for recognition over the period to which it relates.

In case of systems sold on a deferred payment basis, the present value of the invoiced system sales, realizable over the deferred payment period, is recognized as system sales.

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

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

The Company recorded $ 524,975 and $ 150,338 as interest income related to deferred financing components during the six month periods ending June 30, 2026 and June 30, 2025, respectively.

2026 December 31,

Deferred revenue- beginning of period $ 10,406,493 $ 6,452,555

Additions 3,560,809 6,472,933

Net changes in liability for pre-existing contracts 13,967,302 12,925,488

6 unchanged sentences

More than one year 8,695,725 7,139,807

For the three months ended March 31, 2026

The following table disaggregates our revenue

by major source as of:

Instruments sale

Warranty sale

Total Deferred Revenue $ 12,611,994 $ 10,406,493

For the three months ended June 30, 2026 and 2025:

The following table disaggregates our revenue by major source:

2026 June 30,

System sales $ 12,361,986 $ 8,781,038

Instrument sales 1,142,525 1,007,830

Warranty sales 419,002 193,359

Lease income 16,196 18,078

Total revenue $ 13,939,709 $ 10,000,305

Revenues for three months ended March 31, 2026

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

Revenues for the three months ended June 30, 2026 and 2025 by geographic region (determined based upon customer domicile), are as follows:

2026 June 30,

India $ 12,346,633 $ 7,422,937

South America 1,160,419 961,920

Sri Lanka 387,319 -

Philippines 25,419 1,435,817

Indonesia 5,016 167,984

UAE 8,043 7,425

Nepal 6,860 4,222

$ 13,939,709 $ 10,000,305

For the six months ended June 30, 2026 and 2025:

The following table disaggregates our revenue by major source:

2026 June 30,

System sales $ 21,937,356 $ 13,283,520

Instrument sales 2,293,753 1,485,038

Warranty sales 776,688 315,863

Lease income 33,278 36,494

Total revenue $ 25,041,075 $ 15,120,915

Revenues for the six months ended June 30, 2026 and 2025 by geographic region (determined based upon customer domicile), are as follows:

2026 June 30,

India $ 23,299,730 $ 11,612,248

South America 1,234,248 1,014,195

Sri Lanka 387,319 -

Philippines 60,988 1,435,817

Indonesia 29,148 1,039,584

UAE 15,997 14,849

Nepal 13,645 4,222

$ 25,041,075 $ 15,120,915

NOTE 13 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue up to 250,000,000

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

The Company is authorized to issue up to 250,000,000 shares of common stock, $ 0.0001 par value per share.

The Company has one class of common stock outstanding.

Holders of the Company’s

common stock are entitled to one vote per share.

Upon the liquidation or dissolution of the Company, its common stockholders are entitled

to receive a ratable share of the available net assets of the Company after payment of all debts and other liabilities.

The Company’s

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

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

(December 31, 2025:

194,165,141 ) issued and outstanding common shares.

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

of common stock.

Preferred Stock

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

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

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

Holders of the Company’s common stock are entitled to one vote per share.

Upon the liquidation or dissolution of the Company, its common stockholders are entitled to receive a ratable share of the available net assets of the Company after payment of all debts and other liabilities.

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

As of June 30, 2026, and December 31, 2025, there were 200,169,035 and 194,165,141 common shares issued and outstanding respectively.

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

Preferred Stock

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

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

The Company is authorized to issue up to 5,000,000 shares of preferred stock, $ 0.0001 par value per share.

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

As of June 30, 2026, and December 31, 2025, there were 1,000 shares of Series A Preferred Stock issued and outstanding.

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 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.

Moll per his interim financing agreement with the Company.

At Closing of the Merger on April 14, 2023, 135,808,884 shares of the Company’s common stock and 1,000 shares of the Company’s 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 the Company’s common stock were issued to Dr.

Frederic Moll per his interim financing agreement with the Company.

Common Stock issued post-Merger

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

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

price of $ 4.45 per share.

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

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

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

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

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

at a conversion price of $ 1.38 per share.

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

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

granted to them under the Company’s 2016 Stock Incentive Plan.

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

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

price of $ 1.38 per share.

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

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

to the Company.

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

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

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

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

The total value of such services

is $ 196,800 .

On February 12, 2025, the Company issued 48,030 shares of common stock to an investor upon against the conversion of note amounting to $ 213,732 including interest thereon at a conversion price of $ 4.45 per share.

On February 13, 2025, the Company issued 30,010 and 30,008 shares of common stock to two investors, respectively, upon the conversion of notes amounting to $ 133,546 and $ 133,534 , including interest thereon, respectively at a conversion price of $ 4.45 per share.

On February 20, 2025, the Company issued 16,046,814 shares of common stock to Sushruta Pvt Ltd upon against the conversion of notes amounting to $ 22,144,603 including interest thereon, at a conversion price of $ 1.38 per share.

On March 1, 2025, the Company issued 7,858 common shares to one ex-employee and 2,619 shares of common stock to an ex-director of the Company upon cashless exercise of stock options previously granted to them under the Company’s 2016 Stock Incentive Plan.

On March 31, 2025, the Company issued 5,811,554 shares of common stock to Sushruta Pvt Ltd, upon the conversion of notes amounting to $ 8,019,945 , including interest thereon, at a conversion price of $ 1.38 per share.

On April 2, 2025, the Company issued 3,163 shares of common stock to an advisory firm in accordance with terms of the engagement document signed with them to provide production and graphics services to the Company.

On April 30, 2025, the Company issued 1,639 shares of common stock to an advisor in exchange for rendering services in accordance with the agreement entered with the advisor.

On May 22, 2025, the Company issued 20,000 shares of common stock to an advisor in exchange for advisory services to be rendered over a 5 -year period.

The total value of such services is $ 196,800 .

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

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

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

Incentive Plan.

On August 28, 2025, the Company issued 4,000

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

The total value of such services

is $ 43,560 .

On May 28, 2025, the Company issued 7,431 shares of common stock to one individual upon the cashless exercise of a stock option previously granted under the Company’s 2016 Stock Incentive Plan.

On August 28, 2025, the Company issued 4,000 shares of common stock to an advisor in exchange for advisory services to be rendered over a 5 -year period.

The total value of such services is $ 43,560 .

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

On October 1, 2025, the Company issued 28,739

shares of common stock to four advisors in exchange for advisory services to be rendered.

The shares were issued pursuant to advisory

arrangements, and the value of the services was determined based on the fair market value of the Company’s common stock on the

date of issuance.

On October 22, 2025, the Company issued 16,000

shares of common stock to one individual in exchange for advisory services to be rendered.

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.

The value of services is calculated at the fair market value of the Company’s common stock on the date of the advisory services agreement.

On November 27, 2025, the Company issued 527,325 shares of common stock to employees pursuant to stock grant awards under the Company’s 2016 Stock Incentive Plan.

The stock grants were issued in recognition of employee services, and the related compensation expense was recognized in accordance with applicable accounting guidance.

On December 12, 2025, the Company issued 667 shares of common stock to one individual upon the exercise of warrants previously issued by the Company.

The warrants were exercised at $ 2.50 per share in accordance with their terms resulting in net proceeds to the Company of $ 2,500 .

On January 9, 2026, the Company issued 191,555 shares of common stock to employees pursuant to stock grant awards under the Company’s 2016 Stock Incentive Plan.

The stock grants were issued in recognition of employee services, and the related compensation expense was recognized in accordance with applicable accounting guidance.

On March 6, 2026, the Company issued 5,774,839 shares of common stock under a private placement 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 ;

On June 20, 2026, the Company issued 37,500 shares of its common stock to an individual in connection with a consulting services agreement.

The shares were issued as consideration for services to be provided to the Company pursuant to the terms of the agreement.

NOTE 14 – INVENTORY

Inventory consisted of the following as of:

Inventory consists of the following as of:

2026 December 31,

Raw materials (includes goods in transit $ 1,039,881 (December 31, 2025:

$ 502,392 )] $ 7,897,643 $ 7,027,016

Work-in-progress 1,833,138 1,426,933

1 unchanged sentence

Inventory valuation allowance ( 101,634 ) ( 107,708 )

Changes in the inventory valuation allowance were as follows:

$ 18,481,603 $ 17,064,002

# Including two systems of $491,700 and nil as on June 30, 2026 and December 31, 2025, respectively, located at distributor on behalf of the Company for the purposes of FDA clinical trials.

Changes in the inventory valuation allowance for the three and six months ended June 30, 2026 is as follows:

For the three months

2026 June 30,

Balance at the beginning of the year $ 101,590 -

(Reversal) /Additions charged to expense

Additions / (Reversals) - -

Foreign currency translation adjustment 44 -

Balance at the end of the year $ 101,634 -

The provision for slow-moving and obsolete inventory

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

For the six months

2026 June 30,

Balance at the beginning of the year $ 107,708 -

Additions / (Reversals) ( 6,225 ) -

Foreign currency translation adjustment 151 -

Balance at the end of the year $ 101,634 -

The provision for slow-moving and obsolete inventory is recognized within cost of sales in the Consolidated Statements of Operations.

NOTE 15 – LEASES

The Company conducts its operations using facilities

leased under operating lease agreements that expire at various dates.

The following is a summary of operating lease

assets and liabilities as of:

Operating leases

The Company conducts its operations using facilities leased under operating lease agreements that expire at various dates.

The following is a summary of operating lease assets and liabilities as of:

Operating leases June 30,

2026 December 31,

Right of use operating lease assets $ 3,045,707 $ 2,754,020

2 unchanged sentences

Total lease liabilities $ 3,237,530 $ 2,916,866

Operating leases March 31,

2026 December 31,

Operating leases June 30,

2026 June 30,

Weighted average remaining lease terms (years)

3 unchanged sentences

Ilabs Info Technology Basement-3 3.69 4.19

Ilabs Info Technology 7th Floor 5.08 -

Village Chhatarpur-1849-1852-Farm 1.25 1.75

4 unchanged sentences

Ilabs Info Technology Basement-3 12.00 % 12.00 %

Ilabs Info Technology 7th Floor 12.00 % -

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

Supplemental cash flow and other information

related to leases are as follows:

Supplemental cash flow and other information related to leases are as follows:

2026 June 30,

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

Operating cash outflows for operating leases $ 434,132 $ 407,188

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

Operating Leases Amount

March 31, 2026

Maturities of lease liabilities as of June 30, 2026 are as follows:

Fiscal year Operating

Leases Amount

2026, excluding the six months ended June 30, 2026 $ 509,133

2031 and thereafter 440,099

3 unchanged sentences

NOTE 16 – INCOME TAX

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:

The effective tax rate for the three months ended June 30, 2026 was ( 23.43 %), compared to 364.53 % for the three months ended June 30, 2025.

The Company recorded income tax expense of $ 505,276 and $ 353,729 for the three months ended June 30, 2026 and 2025, respectively.

The increase in income tax expense during the current period was primarily attributable to higher taxable income generated by the Company’s Indian operations.

Income tax expense recognized in the corresponding prior-year period was lower due to comparatively lower taxable profits generated by the Indian operations.

The effective tax rate for the six months ended June 30, 2026 was ( 11.75 %), compared to ( 6.33 %) for the six months ended June 30, 2025.

The Company recorded income tax expense of $ 656,628 and $ 353,729 for the six months ended June 30, 2026 and 2025, respectively.

The increase in income tax expense during the current period was primarily attributable to higher taxable income generated by the Company’s Indian operations.

Income tax expense recognized in the corresponding prior-year period was lower due to comparatively lower taxable profits generated by the Indian operations.

Deferred income tax benefit is recognized in OCI as follows:

For the Three months ended For the Six months ended

2026 June 30,

2025 June 30,

2026 June 30,

Federal $ - $ - $ - $ -

State - - - -

Retirement benefits 6,456 5,772 5,253 5,772

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.

Total $ 6,456 $ 5,772 $ 5,253 $ 5,772

As of June 30, 2026, and December 31, 2025, the Company recorded a valuation allowance of $ 15,327,344 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 June 30, 2026 and December 31, 2025, the Company had accrued $ 555,343 and $ 525,278 respectively, related to income-tax-related interest.

As of June 30, 2026, the Company has no unrecognized tax benefits.

NOTE 17 – EMPLOYEE BENEFIT PLAN

The Company’s Gratuity Plan in India provides

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

salary and years of employment with the Company.

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

unit credit method.

The Company’s Gratuity Plan in India provides for a lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company.

Liabilities under this plan are determined by actuarial valuation using the projected unit credit method.

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

Actuarial gains or losses or

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

of the employees.

The Gratuity Plan is unfunded, and the Company

does not make contributions to the plan assets.

The benefit obligation has been measured as of

March 31, 2026, and December 31, 2025.

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

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

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

The Gratuity Plan is unfunded, and the Company does not make contributions to the plan assets.

The benefit obligation has been measured as of June 30, 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:

2026 December 31,

Change in projected benefit obligation

Projected benefit obligation as on beginning

Amortisation of prior service cost

Projected benefit obligation at beginning of period $ 208,571 $ 80,833

Service cost 42,767 59,280

Amortization of prior service cost 6,089 1,433

Interest cost 7,495 5,627

Benefits paid - -

Actuarial (gain) / loss ^

Actuarial loss ^

20,870 29,553

Prior service cost - 37,823

6 unchanged sentences

Total accrued liability 267,835 208,571

Accumulated benefit obligation at end

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

in condensed consolidated statements of operations and comprehensive loss and actuarial loss reclassified from accumulated other comprehensive

income (“AOCI”), were as follows:

Accumulated benefit obligation at end of period $ 133,444 $ 101,031

During the six months period ended June 30, 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 in condensed consolidated statements of operations and comprehensive loss and actuarial loss reclassified from AOCI, are as follows:

2026 June 30,

Service cost $ 42,767 $ 21,319

Amortization of prior service cost 6,089 -

3 unchanged sentences

Net gratuity cost $ 56,351 $ 24,200

The components of retirement benefits included

in AOCI, excluding tax effects, were as follows:

Net actuarial (gain) / loss

The components of retirement benefits included in AOCI, excluding tax effects, are as follows:

2026 June 30,

Net actuarial loss $ 20,870 $ 19,822

Amount recognized in AOCI, excluding tax effects $ 20,870 $ 19,822

The weighted average actuarial assumptions used

to determine benefit obligations and net gratuity cost were:

The weighted average actuarial assumptions used to determine benefit obligations and net gratuity cost are as follows:

2026 June 30,

Discount rate 7.41 % 7.17 %

1 unchanged sentence

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

The Company evaluates these assumptions annually

based on its long-term plans of growth and industry standards.

The discount rates are either based on current market yields on government

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

Expected benefit payments as of March 31, 2026

March 31, 2026

NOTE 18 – FAIR VALUE MEASUREMENT –

FINANCIAL INSTRUMENTS

Assets and liabilities recorded at fair value

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

The levels of the fair value

hierarchy are:

The Company evaluates these assumptions annually based on its long-term plans of growth and industry standards.

The discount rates are either based on current market yields on government securities or yields on government securities adjusted for a suitable risk premium, if available

Expected benefit payments as of June 30, 2026 are as follows:

2026, excluding the six months ended June 30, 2026 $ 27,370

2031-2035 $ 187,477

NOTE 18 – FAIR VALUE MEASUREMENT – FINANCIAL INSTRUMENTS

Assets and liabilities recorded at fair value are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The levels of the fair value hierarchy are:

observable inputs such as quoted prices in active markets.

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

The Company’s financial assets which are

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

The company does not have financial assets

which are measured using Level I or Level II inputs.

Carrying value and fair value of Level III Financial

assets and liabilities:

Carrying Value

The Company’s financial assets which are set out below in the table are measured at fair value by considering the level III inputs.

The company does not have financial assets which are measured using Level I or Level II inputs.

Carrying value and fair value of Level III Financial assets and liabilities are as follows:

Carrying Value Fair Value

2026 December 31,

2025 June 30,

2026 December 31,

Financial Assets

2 unchanged sentences

Other non-current financial assets (3) 303,652 248,027 303,652 248,027

Total 10,786,639 10,225,270 10,786,639 10,225,270

Financial Liabilities

Lease liabilities (4) 2,549,823 2,337,697 2,549,823 2,337,697

Total $ 2,549,823 $ 2,337,697 $ 2,549,823 $ 2,337,697

(1) Account receivable net of allowance represents the long-term debtors of the company in relation to the sales made during the year.

1 unchanged sentence

(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).

(Refer to 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

(4) The Company has long-term lease liabilities in relation to office properties which is carried at cost using the discount rate (Refer Note to 15 Lease).

NOTE 19 – STOCK-BASED COMPENSATION EXPENSES

Stock options to Employees:

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

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 Company grants shares of the Company’s common stock, par value $ 0.0001 to certain employees under the Company’s 2016 Stock Incentive Plan (the “Plan”).

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

The Shares vest twenty percent ( 20 %) as of the Grant Date, with the balance of the shares vesting in four equal annual installments on the first, second, third and fourth anniversaries of the Grant Date provided that the Grantee remains in the Continuous Employment of the Company or any of its subsidiaries or affiliates, as defined and provided for in the 2016 Stock Incentive Plan.

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

Restricted Stock Award to Employees :

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

(“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.

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.

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 Awards issued to Doctors/Proctors/Advisors (“Advisor’s”) :

The Company issues shares of the Company’s common stock (“Advisory Shares”) to retain and compensate certain Advisors for performing services for the Company and in exchange for the compensation, which is issued in a phased manner as determined by the company.

The “Services” include but are not limited to (a) providing proctoring and medical advisory services, (b) advising the Company on the development of surgical robotics procedures and improvements in design and technology (c) participation in case of observation and performance of live surgeries, and (d) disseminating information about the Company’s products in various scientific meetings and surgical robotic conferences globally (e) investor’s digital marketing support.

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

Stock options:

Stock options activity for the period ended March

31, 2026, was as follows:

Weighted average grant date fair

value per share

Stock options activity for the period ended June 30, 2026, is as follows:

shares options Weighted

average grant date fair value

Unvested balance as of December 31, 2025 1,691,184 $ 3.41

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.

Forfeited - -

Unvested balance as of June 30, 2026 1,691,184 $ 3.41

shares options Weighted

average grant

date fair value

Exercisable balance as of June 30, 2026 5,886,997 $ 2.26

During the six months ending June 30, 2026, no stock options vested.

Further there were no stock options granted during the period ending June 30, 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

Restricted Stock Awards activity for the six months ended June 30, 2026, is as follows:

shares RSAs Weighted

average grant

date fair value

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.

Unvested balance as of December 31, 2025 1,054,638 $ 7.76

Granted 957,797 $ 5.52

Vested ( 191,555 ) $ 5.52

Forfeited ( 175,806 ) $ 7.24

Unvested balance as of June 30, 2026 1,645,074 $ 6.77

During the period ended June 30, 2026, 191,555 RSAs vested and were issued to the grantee.

Advisory shares:

Common stock issued to consultants as advisory

shares during the year as follows:

Fair value on grant date

Unvested shares in the beginning

Shares granted during the year

Shares vested during the period

Unvested shares at the end of the

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 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:

Common stock issued to consultants as advisory shares for the six months ended June 30, 2026 is follows:

Grant dates Fair

date Unvested shares

in the beginning Shares granted

during the period Shares vested

period Unvested shares

at the end of

31-Oct-23 8.99 34,541 - 6,908 27,633

31-Oct-23 8.99 4,650 - 930 3,720

31-Oct-23 8.99 3,700 - 740 2,960

31-Oct-23 8.99 14,588 - 2,918 11,670

57,479 - 11,496 45,983

The aggregate vesting date fair value of Advisory shares vested was $ 103,347 and $ 498,496 during the period ended June 30, 2026 and year ended December 31, 2025, respectively.

Stock-based compensation expenses

During the period ended June 30, 2026 and June 30, 2025, the Company recorded share-based compensation expense of $ 5,322,471 in relation to stock options, RSU and Advisory shares as follows:

2026 June 30,

Stock options $ 1,429,884 $ 1,429,884

1 unchanged sentence

Advisory shares 640,842 640,840

Total stock compensation expenses

Total stock-based compensation expenses $ 5,322,471 $ 4,009,507

Stock option model and assumptions

The Black-Scholes-Merton option pricing model

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

rights to acquire stock granted under the stock options plans.

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

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

stock that were granted 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,

The Black-Scholes-Merton option pricing model is used to estimate the fair value of stock options and RSUs 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 as of June 30, 2026 is as follows:

Period ended June 30, 2026

Grant date Restricted stock

awards January 09,

2026 Stock Options

2024 Stock Options

2023 Restricted stock

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

4 unchanged sentences

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 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

As share-based compensation expense recognized in the Condensed Consolidated Statements of operations and comprehensive loss during the period ended June 30 2026, and 2025, is based on awards ultimately expected to vest and has been reduced for estimated forfeitures, if any.

As of June 30, 2026, there was $ 4,060,556 , $ 8,554,835 of total unrecognized compensation expense related to unvested stock options and restricted stock units to acquire common stock under the 2016 Stock Inventive Plan respectively.

The unrecognized compensation expense is expected to be recognized over a weighted-average period of 2.47 years for unvested stock options and restricted stock units for rights granted to acquire common stock under 2016 Incentive Stock Plan.

NOTE 20 – RELATED PARTY

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:

The details of transactions with the related parties for the six months ended June 30, 2026 and 2025 and balances outstanding as on June 30, 2026 and December 31, 2025 are as follows:

Particulars For the

Transactions during the period:

Expenses incurred on behalf of affiliates

6 unchanged sentences

Sudhir Prem Srivastava, M.D.

2016 Stock Incentive Plans Expenses

63,826 123,476

Cohen - 5,753

Frederic H Moll - 11,499

Milan Rao# 4,216 -

Somashekhar 510 -

Tim Adams 1,867 -

2016 Stock Incentive Plans Expenses/(Reversal)

Anup Sethi - ( 122,247 )

Cohen 285,977 285,977

Somashekhar 106,197 105,266

Sudhir Prem Srivastava, M.D.

857,931 857,931

Vishwajyoti P.

Srivastava, M.D 285,977 285,977

Consultancy charges, sitting fees and other perquisites

Milan Rao# 170,150 -

Consultancy charges and other perquisites

Anup Sethi - 68,149

Cohen 90,000 90,000

Sudhir Prem Srivastava, M.D.

Vishwaivoti P.

480,799 441,200

Vishwajyoti P.

Srivastava, M.D 196,396 129,908

Arvind Palaniappan - 12,160

Milan Rao# 140,002 -

Frederic H Moll 4,500 -

Somashekhar 4,500 -

Tim Adams 4,500 -

Mylswamy Annadurai 4,500 -

1 unchanged sentence

Sushruta Private Limited 2,000,000 -

Tim Adams 1,197,000 -

Frederic H Moll 2,000,000 -

5 unchanged sentences

Sushruta Private Limited $ - $ 30,164,548

Balance outstanding as on period end:

Balance outstanding as of period end:

Accrued expenses & other current liabilities:

Balance receivable / (payable)

Balance payable

Cohen $ ( 580,500 ) $ ( 496,253 )

Prepaids and other current assets:

2 unchanged sentences

Cardio Bahamas ^

( 76,741 ) ( 76,741 )

SSI PTE Singapore ^

Sudhir Prem Srivastava, M.D.^

( 424,586 ) ( 424,586 )

Sudhir Prem Srivastava, M.D.

2,199,657 2,378,493

Sudhir Srivastava Medical Innovations Pvt Ltd 928 556

7 unchanged sentences

# During the current period, Mr.

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.

Naveen Kumar Amar resigned from the position of Chief Financial Officer effective January 2, 2026.

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

Millan Rao subsequently resigned from his position as Chief Financial Officer, effective May 25, 2026.

Subsequently, on August 3, 2026, the Company appointed Sarah M.

Romano as Chief Financial Officer.

NOTE 21 – COMMITMENTS AND CONTINGENCIES

Capital Commitments

As of June 30, 2026, the Company has capital commitments of $ 243,857 (net of advances of $ 104,634 ), primarily related to the construction of leasehold improvements for rental office premises.

These commitments are expected to be incurred over 3 to 6 months and will be funded through the Company’s existing cash and cash equivalents and cash generated from operations.

The commitments are subject to the terms of the underlying purchase orders and contracts, including customary provisions that may permit modification or cancellation.

No liability has been recognized for amounts related to goods or services not received as of June 30, 2026.

Other Commitments

The Company, through its SSI-India subsidiary,

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

monthly payments of $ 23,921 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 $ 23,844 plus applicable taxes.

This lease expires in March 2030.

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.

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.

This lease provides for a monthly payment of $ 15,754 plus taxes and expires on May 31, 2032 , subject to further renewal on mutually acceptable terms.

Further effective from August 1, 2024 SSI-India subsidiary signed another lease agreement for occupying an additional space in Gurugram, to further expand its operations.

This lease provides for a monthly payment of $ 8,472 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 $ 3,264 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 $ 3,416 plus taxes and expires in March 2030.

Further effective from May 1, 2026, the Company executed a lease agreement for an additional floor after renegotiating the commercial terms of the proposed arrangement.

This lease provides for a monthly payment of $ 14,468 , plus taxes and expires in July 2031.

SSI-India leased a residential property to provide residential accommodation.

1 unchanged sentence

Contingencies

The Company’s Indian Subsidiary namely

“Sudhir Srivastava Innovations Private Limited” has received the draft assessment order dated November 29, 2023 under section

144C(1) related to proposed transfer pricing adjustment of $ 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.

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 $ 517,537 to the returned income for the assessment year 2021-22, primarily on account of Rejection of the segmental margins computed by the Company and adoption of entity-level margins;

and Modification of the filters applied by the Company in the selection of comparable companies.

Further, the Company had filed its objections before the Dispute Resolution Panel (DRP).

The DRP, vide its directions dated August 28, 2024, granted partial relief of $ 16,294 on account of rectification in the operating margins of the comparable companies.

Accordingly, the Transfer Pricing adjustment was reduced to $ 501,243 .

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

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

As informed by the Management, the matter is pending

adjudication before the ITAT.

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

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

Subsequently, the Company has filed an appeal before the Income Tax Appellate Tribunal (ITAT) on the remaining disputed issues and the said case is pending for hearing before the ITAT.

The Management believes that its position will more likely than not be sustained upon final examination by the tax authorities and accordingly has not accrued any liabilities with respect to this matter in its consolidated financial statements.

Subsequently, the Company has filed an appeal before the Income Tax Appellate Tribunal (ITAT) on the remaining disputed issues.

As informed by the Management, the matter is pending adjudication before the ITAT.

The Company believes that its position will more likely than not be sustained upon final examination by the tax authorities and accordingly has not accrued any liabilities with respect to these matters in its consolidated financial statements.

NOTE 22 – SUBSEQUENT EVENTS

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.

On July 3, 2026, the Company issued 100,000 shares of its common stock to an advisor pursuant to the terms of an advisory agreement.

The shares were issued as compensation in exchange for advisory services to be performed for the Company under the terms of the agreement.

Effective, August 3, 2026, the Company appointed Sarah M.

Romano as its Chief Financial Officer.

On August 8, 2026, pursuant to a consulting agreement, the Company issued 116,400 shares of its common stock to a consultant in settlement of the outstanding liability related to services rendered to the Company in prior periods.

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