SS Innovations International, Inc. 10-Q

Item 1. Financial Statements SS INNOVATIONS INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS As of Notes June 30, 2026 December 31, 2025 ( Unaudited ) ASSETS Current Assets: Cash and cash equivalents 7 $ 13,647,430 $ 3,206,406 Restricted cash 7 8,648,461 5,937,650 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 Total Current Assets 71,453,952 48,773,423 Property, plant, and equipment, net 4 8,637,145 9,100,546 Right of use asset, net 15 3,045,707 2,754,020 Deferred tax assets, net 843,544 533,727 Accounts receivable, net-non-current 6 8,511,054 8,566,654 Restricted cash- non-current 7 375,132 458,964 Prepaids and other non-current assets 8 4,115,479 4,038,883 Total Assets $ 96,982,013 $ 74,226,217 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Bank overdraft facility 11 $ 14,634,960 $ 11,442,948 Current portion of operating lease liabilities 15 687,707 579,169 Accounts payable 9 5,265,754 5,127,193 Deferred revenue 12 3,916,269 3,266,686 Accrued expenses & other current liabilities 9 7,387,037 5,825,702 Total Current Liabilities 31,891,727 26,241,698 Operating lease liabilities, less current portion 15 2,549,823 2,337,697 Deferred Revenue- non-current 12 8,695,725 7,139,807 Other non-current liabilities 9 443,515 288,764 Total Liabilities $ 43,580,790 $ 36,007,966 Commitments and contingencies Stockholders’ equity: Preferred stock, authorized 5,000,000 shares of Series A, Non-Convertible Preferred Stock, $ 0.0001 par value per share; 1,000 shares issued and outstanding as of June 30, 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 Capital reserve 899,917 899,917 Accumulated deficit ( 62,033,855 ) ( 55,789,934 ) Total stockholders’ equity 53,401,223 38,218,251 Total liabilities and stockholders’ equity $ 96,982,013 $ 74,226,217 See accompanying notes to Condensed Consolidated Financial Statements 1 SS INNOVATIONS INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) For The Three months ended Notes June 30, 2026 June 30, 2025 REVENUES 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 ) GROSS PROFIT 7,100,950 5,915,058 OPERATING EXPENSES: Research & development expense 2,395,694 498,600 Stock-based compensation expense 19 2,178,156 1,630,295 Depreciation and amortization expense 4 346,364 260,361 Selling, general and administrative expense 4,452,090 3,428,788 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 ) (1) These are reclassified to net loss and are included in other expense in the condensed consolidated statements of operations. See accompanying notes to Condensed Consolidated Financial Statements. 2 SS INNOVATIONS INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) For The Six months ended Notes June 30, 2026 June 30, 2025 REVENUES 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 ) OTHER INCOME/ (EXPENSE): Interest Expense ( 628,812 ) ( 596,705 ) Interest and other income, net 938,451 636,156 TOTAL OTHER INCOME, NET 309,639 39,451 LOSS BEFORE INCOME TAXES ( 5,587,293 ) ( 5,584,315 ) Income tax expense 16 656,628 353,729 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 ) Retirement Benefit 17 ( 20,870 ) ( 19,822 ) RECLASSIFICATION ADJUSTMENTS: Retirement Benefit (1) 6,089 - Income tax effects relating to retirement benefit (1) 16 5,253 5,772 TOTAL OTHER COMPREHENSIVE LOSS ( 1,971,506 ) ( 73,188 ) TOTAL COMPREHENSIVE LOSS $ ( 8,215,427 ) $ ( 6,011,232 ) (1) These are reclassified to net loss and are included in other expense in the condensed consolidated statements of operations. See accompanying notes to Condensed Consolidated Financial Statements. 3 SS INNOVATIONS INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND JUNE 30, 2025 (Unaudited) Preferred Stock Common Stock Accumulated other comprehensive Additional Paid-In Capital Accumulated Total Stockholders’ Notes Number Amount Number Amount income (loss) Capital Reserve Deficit equity 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 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 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 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 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 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 4 SS INNOVATIONS INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the six months ended June 30, 2026 June 30, 2025 Cash flows from operating activities: Net loss $ ( 6,243,921 ) $ ( 5,938,044 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 670,111 469,243 Operating lease expense 471,459 423,593 Interest expense 84,938 179,455 Interest and other income, net ( 814,218 ) ( 338,191 ) Deferred income tax benefit ( 336,457 ) ( 365,641 ) Stock-based compensation expense 5,368,330 4,009,507 Provision for / (reversal of) credit loss reserve, net 297,882 ( 228,846 ) Provision for slow moving inventory ( 6,225 ) - Changes in operating assets and liabilities: Accounts receivable, net ( 4,286,490 ) ( 2,337,679 ) Inventory, net ( 1,411,376 ) ( 10,221,214 ) Deferred revenue 2,205,501 1,739,652 Prepaids and other assets ( 3,955,550 ) ( 2,572,481 ) Accounts payable 127,728 3,782,409 Income taxes payable, net 933,184 620,586 Accrued expenses & other liabilities 782,787 1,629,136 Operating lease payment ( 434,132 ) ( 407,188 ) Net cash used in operating activities ( 6,546,449 ) ( 9,555,703 ) Cash flows from investing activities: Purchase of property, plant and equipment ( 215,060 ) ( 1,189,452 ) Net cash used in investing activities ( 215,060 ) ( 1,189,452 ) Cash flows from financing activities: Proceeds from bank overdraft facility (net) 3,192,012 ( 1,014,593 ) Proceeds from private investment in public equity, net of transaction costs 18,446,498 - Proceeds from issuance of convertible notes to principal shareholder - 28,000,000 Repayment of convertible notes to principal shareholder, including interest - ( 4,212,637 ) Repayment of convertible notes to other investors, including interest - ( 1,068,849 ) Net cash provided by financing activities 21,638,510 21,703,921 Net change in cash 14,877,001 10,958,766 Effect of exchange rate on cash ( 1,808,998 ) 23,377 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 Supplemental disclosure of cash flow information: Transaction costs relating to private investment in public equity $ 175,000 $ - Conversion of convertible notes into common stock, including interest $ - $ 30,645,360 Transfer of systems from inventory to property, plant and equipment $ - $ 2,167,971 See accompanying notes to Condensed Consolidated Financial Statements. 5 SS INNOVATIONS INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 – FINANCIAL STATEMENTS Organization SS Innovations International, Inc. (the “ Company ” or “ SSII ”) was incorporated as AVRA Surgical Microsystems, Inc. in the State of Florida on February 4, 2015 . Effective November 5, 2015, the Company’s corporate name was changed to Avra Medical Robotics, Inc. (“ AVRA ”). On April 14, 2023, a wholly owned subsidiary of the Company, AVRA-SSI Merger Corporation (“ Merger Sub ”) merged with CardioVentures, Inc., a Delaware corporation (“ CardioVentures ”), the indirect parent of Sudhir Srivastava Innovations Pvt. Ltd., an Indian private limited company engaged in the business of developing innovative surgical robotic technologies. As a result of the transaction, a “ change in control ” of the Company took place. In addition, among other matters, the Company changed its name to “ SS Innovations International, Inc. ” and implemented a one for ten reverse stock split. The Transaction was accounted for as a recapitalization in accordance with GAAP (the “ Recapitalization ”). Under this method, AVRA was treated as the “acquired” company (the “ Accounting Acquiree ”) and Cardio Ventures Inc., the accounting acquirer, was assumed to have issued stock for the net assets of AVRA, accompanied by a recapitalization. Accordingly, for the year ended December 31, 2022, CardioVentures has been considered the ultimate holding company. Prior to October 18, 2022, Cardio Ventures Pvt Ltd., Bahamas (Cardio Bahamas), was in existence and served as the ultimate holding company. On October 18, 2022, Cardio Ventures Inc. acquired controlling interest in Otto Pvt Ltd. from Cardio Bahamas, making Cardio Ventures Inc. the ultimate holding company. 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 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. 6 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. GAAP. Principles of Consolidation The consolidated financial statements include our accounts and all majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The Company follows a monthly reporting calendar, with its fiscal year ending on December 31. Reclassifications Certain prior period amounts 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 $ 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: Ø 498,753 shares to Dr. Sudhir Srivastava, our Chairman and Chief Executive Officer at $ 4.01 per share amounting to $ 2,000,000 ; Ø 501,253 shares to Dr. Frederic Moll, our Vice Chairman at $ 3.99 per share amounting to $ 2,000,000 ; Ø 300,000 shares to Tim Adams, a director at $ 3.99 per share amounting to $ 1,197,000 ; and ● an aggregate of 4,474,833 shares of common stock at $ 3.00 per share and total consideration of $ 13,424,498 , to existing and new investors, led by Manipal Global Health Services, an existing shareholder. 7 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. 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. 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. 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 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. 8 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. Current service costs for defined benefit plans are recognized in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in other comprehensive income (loss) (“OCI”) and amortized to net periodic benefit cost over the expected remaining period of service of the covered employees using the corridor method. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions. These assumptions may not be within the control of the Company and accordingly it is reasonably possible that these assumptions could change in future periods. The Company includes the service cost component of the net periodic benefit cost in the same line item or items as other compensation costs arising from services rendered by the respective employees during the period. The interest cost, expected return on plan assets and amortization of actuarial gains/loss, are included in “Other income, net”. Refer to Note 17 - Employee Benefit Plans to the unaudited interim condensed consolidated financial statements for details. f) Foreign Currency Translation The Company’s reporting currency is U.S. dollars. The functional currency of the Company is the U.S. dollar. The functional currency of the Company’s subsidiary in India is Indian National Rupee (“INR”). Transactions denominated in INR are translated to U.S. dollars at rates which approximate those in effect on the transaction dates. Monetary assets and all liabilities denominated in foreign currencies on 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. 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. The relevant translation rates are as follows: 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 six months ended June 30, 2025 closing rate at 85.73 US$: INR, average rate at 85.66 US$:INR. The relevant translation rates are as follows: for the year ended December 31, 2025 closing rate at 89.86 US$: INR, average rate at 87.72 US$:INR 9 g) Inventory 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. h) Cost of Sales Cost of sales primarily consists of manufacturing cost incurred for production of the Mantra System and the related instruments and accessories which are used to facilitate the use of the Mantra System. Further, Cost of sales also includes other costs such as salaries and rent which are directly attributable to the manufacturing process. i) Selling and Administrative Expenses Selling and administrative expenses primarily consist of indirect expenses which are not directly attributable to any other identified expense category of the Company. 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. The fair value hierarchy consists of the following three levels: ● Level I — Quoted prices for identical instruments in active markets. ● Level II — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. ● Level III — Instruments whose significant value drivers are unobservable. k) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. and cash equivalents, time deposits and accounts receivable. By their nature, all such financial instruments involve risks including the credit risks of non-performance by counterparties. The surplus funds are maintained as cash and cash equivalents and time deposits, placed with highly rated financial institutions to reduce its exposure to market risk with regard to these funds. The Company’s exposure to credit risk on account receivable is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers. To mitigate this risk the Company evaluates the creditworthiness of its customers in conjunction with its revenue recognition processes as well as through its ongoing collectability assessment processes for accounts receivable. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. l) Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recognized when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. A disclosure for a contingent liability is made when there is a possible obligation that may require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of 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. 10 m) Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: ● Identification of a contract with a customer or placement of a purchase order by the customer. ● Identification of the performance obligations in the contract or the purchase order as the case may be. ● Determination of the transaction price which is reflected in the purchase order placed by the customer. ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied as per the terms of the purchase order received from the customer. The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Product type and payment terms vary by client. 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: 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 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: 1. Finalization of Product and Price: Agreement on the specific model of the “SSI Mantra” system and its selling price. 2. Payment Terms: Determination of payment terms, which may involve either a deferred payment arrangement or a one-time payment upon delivery and installation of the system at the customer’s premises. 11 3. Deferred Payment Model: For deferred payments, customers typically pay an advance amount before the dispatch of the system. The remaining balance is payable in yearly installments over a period of 3 to 5 years. Present value of deferred payment is calculated using the prevailing interest rate. 4. Warranty Services: Instead of negotiating the sales price, the Company provides a warranty service that includes a 1 -year assurance warranty and an extended warranty for an additional 3 to 5 years. The exact terms are mutually agreed upon with the customer. 5. Delivery, Installation, and Training: The Company is responsible for delivering and installing the system at the customer’s premises. Post-installation, the Company provides free training to surgeons and surgical staff to enable them to operate the system effectively. With respect to the sale of surgical robotic systems, training is provided at the time of delivery to the end customer, however the effort involved is considered negligible. 6. Transfer of Risk and Rewards: The risks and rewards associated with the system are transferred to the customer upon delivery to their premises. Instrument and Accessories Sales: 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, 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. 12 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: Years Computer & peripherals 3 Furniture 5 Leasehold improvement 4 - 8 Office equipment 5 Plant and machinery 8 Server & networking 3 - 6 Vehicles 5 Pay per use systems 10 Demo system 10 o) Long-lived Assets In accordance with ASC 360, “ Property Plant and Equipment ”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset and current expectation that the asset will more than likely not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the discounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain circumstances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. p) Stock-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 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 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. 13 q) Income Taxes 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. r) Basic and Diluted Loss per Share The following table sets forth the computation of basic and diluted earnings per share: For the three months ended June 30, 2026 June 30, 2025 Net loss (a) $ ( 2,661,350 ) $ ( 256,691 ) Basic weighted average common shares outstanding (b) 200,136,068 193,571,635 Dilutive effect of stock-based awards 9,286,482 9,264,063 Diluted weighted average common shares outstanding 209,422,550 202,835,698 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 June 30, 2026 June 30, 2025 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 ) 14 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. t) Fair Value of Financial Instruments 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. Early adoption is permitted. 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. 2025-11, Interim Reporting (“ASC Topic 270”): Narrow-Scope Improvements. This ASU provides a comprehensive list of interim disclosures that are required by U.S. GAAP and incorporates disclosure principle of material events or changes occurred since the prior year-end. The ASU will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. 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 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. 15 v) Leases The Company determines if an arrangement is a lease at inception of the contract. The Company’s assessment is based on whether: (1) the contract involves the use of a distinct identified asset, (2) the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term of the contract, and (3) the Company has the right to direct the use of the asset. A lease is classified as a finance lease if any one of the following criteria are met: (1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset or (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. Operating leases are presented within “Right-of-use assets, operating lease” “Current portion of operating lease liabilities” and “Operating lease liabilities, less current portion” in the Company’s 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. 16 Sales-type Leases Lease Classification In determining whether a transaction should be classified as a sales-type or operating lease (whether fixed-payment or usage-based), the Company considers the following terms at lease commencement: (1) whether title of the system transfers automatically or for a nominal fee by the end of the lease term; (2) whether the present value of the minimum lease payments equals or exceeds substantially all of the fair value of the leased system; (3) whether the lease term is for the major part of the remaining economic life of the leased system; (4) whether the lease grants the lessee an option to purchase the leased system that the lessee is reasonably certain to exercise; and (5) whether the underlying system is of such a specialized nature that it is expected to have no alternative use to the Company at the end of the lease term. However, if classifying a lease as a sales-type lease would result in a selling loss at commencement (day-one selling loss), the Company classifies such lease as an operating lease. Derecognition and Selling Profit At the commencement date of a qualifying sales-type lease, the Company derecognizes the underlying asset and recognizes a net investment in the lease, which includes (i) the present value of future lease payments, (ii) any guaranteed or unguaranteed residual value, and (iii) unearned interest income. The resulting selling profit or loss is measured as the difference between the net investment in the lease and the carrying amount of the derecognized asset. Variable lease payments Variable lease payments under the arrangement do not depend on an index or a rate but are instead based on the customer’s actual usage of the leased equipment or related surgical activity. Because such payments are usage-based, they are excluded from the initial measurement of the lease. SSII recognizes these variable amounts as revenue in the period in which the underlying surgical procedures occur, consistent with the terms of the pay-per-use arrangement. Interest Income Recognition Interest income on sales-type leases is recognized using the rate implicit in the lease so as to produce a constant periodic rate of return on the net investment. Credit Losses The Company applies the current expected credit loss (“CECL”) model to its net investment in sales-type leases. Expected credit losses are estimated based on historical loss experience, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is reassessed each reporting period and included as a contra-asset to the net investment in sales-type leases. Comprehensive Loss Comprehensive loss consists of net loss and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net loss. Other comprehensive loss represents foreign currency translation adjustment attributable to Indian operations. Refer to Consolidated Statements of Comprehensive Loss. Total foreign currency transaction gains and losses were immaterial for the 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. 17 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: June 30, 2026 December 31, 2025 Gross Amount Computer & peripheral $ 499,786 $ 485,125 Furniture 320,474 335,664 Leasehold improvement 702,315 738,955 Office equipment 402,474 405,993 Pay Per Use Systems 5,294,927 5,368,388 Plant and machinery 847,848 592,426 Server & networking 38,754 40,380 Vehicles 753,520 680,211 Demo system 1,900,193 1,999,327 Accumulated depreciation ( 2,123,146 ) ( 1,545,923 ) 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. 18 NOTE 5 – NET INVESTMENT IN SALE-TYPE LEASE Measurement of net investment The components of the Company’s investments in sales-type leases, net is as follows: June 30, 2026 December 31, 2025 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: June 30, 2026 December 31, 2025 Other Current Assets $ 479,724 $ 209,586 Long-term investment in sales-type leases, net 1,971,933 1,410,589 Net investment in sales-type leases $ 2,451,657 $ 1,620,175 Interest income recognition Interest income under sales-type leases during six months ended June 30, 2026 were as follows: June 30, 2026 June 30, 2025 Interest income $ 75,930 - Maturity analysis of lease receivables The following table presents the undiscounted cash flows related to gross lease receivables as of June 30, 2026 June 30, 2026 December 31, 2025 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 19 NOTE 6 – ACCOUNTS RECEIVABLE, NET Accounts receivable, net consists of the following as of: June 30, 2026 December 31, 2025 Accounts receivable, net $ 16,986,089 $ 12,398,542 Accounts receivable, net (non-current) 8,511,054 8,566,654 $ 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 period ended June 30, 2026 June 30, 2025 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 period $ 1,158,761 $ 377,722 For the six months period ended June 30, 2026 June 30, 2025 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 For the three months ended Percentage of revenue For the six months ended Percentage of Accounts Receivables As at June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 June 30, 2026 December 31, 2025 Customer A ^ 14 % ^ 9 % ^ 2 % ^ represents less than 1%. 20 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: June 30, 2026 December 31, 2025 Cash and cash equivalents $ 13,647,430 $ 3,206,406 Fixed Deposit Lien Against Overdraft Facility 8,563,972 5,922,160 Lien Against Bank Guarantee 84,489 43 Lien Against Credit Card Facility - 15,447 Restricted cash (current) 8,648,461 5,937,650 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 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 ASSETS Prepaid, current and non-current assets consists of the following as of: June 30, 2026 December 31, 2025 Balances from statutory authorities $ 6,848,152 $ 5,622,738 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 Other prepaid- current assets # 4,756,469 2,838,095 Prepaid and other current assets 13,690,369 10,166,823 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 Other prepaid- non-current assets 170,974 124,909 Prepaid and other non-current assets 4,115,479 4,038,883 Total prepaid, current, and non-current assets $ 17,805,848 $ 14,205,706 * Refer to Note-5 for Net investment in sale type lease. 21 # 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: June 30, 2026 December 31, 2025 Accounts payable $ 5,265,754 $ 5,127,193 Accrued expenses & other current liabilities: Payable to statutory authorities 95,729 91,393 Client liabilities 72,139 104,696 Salary payable 441,925 21,548 Other accrued liabilities # 6,777,244 5,608,065 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 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 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. 22 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 The bank overdraft facility consists of the following as of: June 30, 2026 December 31, 2025 HDFC Bank Ltd overdraft (with lien against fixed deposits) (OD1) $ 5,296,584 $ 4,829,115 HDFC Bank Ltd overdraft (OD2) 6,380,694 493,355 HDFC Bank Ltd overdraft (OD3) - 6,120,478 ICICI Bank overdraft (OD4) 2,957,682 - 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. Sudhir Prem Srivastava and Dr. Vishwajyoti P Srivastava. 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. Vishwajyoti P. Srivastava and Akshay Srivastava. The said overdraft facilities carry an interest rate linked to the Repo Rate plus 3.65 % per annum, with interest payable on or before the 2nd day of each successive month. NOTE 12 – DEFERRED REVENUE 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. 23 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. June 30, 2026 December 31, 2025 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 Revenue recognized for system sales - 407,118 Revenue recognized for instrument sales 578,675 1,233,482 Revenue recognized for warranty sales 776,633 878,395 Deferred revenue- end of period $ 12,611,994 $ 10,406,493 Deferred revenue expected to be recognized in: One year or less $ 3,916,269 $ 3,266,686 More than one year 8,695,725 7,139,807 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: June 30, 2026 June 30, 2025 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 the three months ended June 30, 2026 and 2025 by geographic region (determined based upon customer domicile), are as follows: June 30, 2026 June 30, 2025 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 24 For the six months ended June 30, 2026 and 2025: The following table disaggregates our revenue by major source: June 30, 2026 June 30, 2025 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: June 30, 2026 June 30, 2025 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 Common Stock The Company is authorized to issue up to 250,000,000 shares of common stock, $ 0.0001 par value per share. The Company has one class of common stock outstanding. Holders of the Company’s common stock are entitled to one vote per share. Upon the liquidation or dissolution of the Company, its common stockholders are entitled to receive a ratable share of the available net assets of the Company after payment of all debts and other liabilities. The Company’s shares of common stock have no pre-emptive, subscription, redemption or conversion rights. 25 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 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 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 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 . 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. 26 On October 22, 2025, the Company issued 16,000 shares of common stock to one individual in exchange for advisory services to be rendered. The total value of such services is $ 174,200 . The value of services is calculated at the fair market value of the Company’s common stock on the date of the advisory services agreement. On November 27, 2025, the Company issued 527,325 shares of common stock to employees pursuant to stock grant awards under the Company’s 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 ; and ● an aggregate of 4,474,833 shares of common stock at $ 3.00 per share and total consideration of $ 13,424,498 , to existing and new investors, led by Manipal Global Health Services, an existing shareholder. 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 consists of the following as of: June 30, 2026 December 31, 2025 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 Finished goods # 8,852,456 8,717,761 Less: Inventory valuation allowance ( 101,634 ) ( 107,708 ) $ 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. 27 Changes in the inventory valuation allowance for the three and six months ended June 30, 2026 is as follows: For the three months period ended June 30, 2026 June 30, 2025 Balance at the beginning of the year $ 101,590 - Additions / (Reversals) - - Foreign currency translation adjustment 44 - Balance at the end of the year $ 101,634 - For the six months period ended June 30, 2026 June 30, 2025 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 June 30, 2026 December 31, 2025 Assets Right of use operating lease assets $ 3,045,707 $ 2,754,020 Liabilities Current portion of operating lease liabilities 687,707 579,169 Non-Current portion of operating lease liabilities 2,549,823 2,337,697 Total lease liabilities $ 3,237,530 $ 2,916,866 28 Operating leases June 30, 2026 June 30, 2025 Weighted average remaining lease terms (years) Ilabs Info Technology 3rd Floor 3.69 4.19 Ilabs Info Technology 1st Floor 4.08 4.58 Ilabs Info Technology Ground Floor 5.92 6.42 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 Weighted average discount rate Ilabs Info Technology 3rd Floor 12.00 % 12.00 % Ilabs Info Technology 1st Floor 12.00 % 12.00 % Ilabs Info Technology Ground Floor 12.00 % 12.00 % Ilabs Info Technology Basement-3 12.00 % 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: Period ended June 30, 2026 June 30, 2026 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 June 30, 2026 are as follows: Fiscal year Operating Leases Amount 2026, excluding the six months ended June 30, 2026 $ 509,133 2027 982,213 2028 835,646 2029 871,649 2030 547,366 2031 and thereafter 440,099 Total lease payment 4,186,106 Less: Imputed Interest 948,576 Present value of lease liabilities $ 3,237,530 29 NOTE 16 – INCOME TAX 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 June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Particulars Domestic Federal $ - $ - $ - $ - State - - - - Foreign India Retirement benefits 6,456 5,772 5,253 5,772 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. 30 NOTE 17 – EMPLOYEE BENEFIT PLAN The Company’s Gratuity Plan in India provides for a lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company. Liabilities under this plan are determined by actuarial valuation using the projected unit credit method. Current service costs for these plans are accrued in the year to which they relate. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans, are recognized and amortized over the remaining period of service of the employees. The Gratuity Plan is unfunded, and the Company does not make contributions to the plan assets. 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: June 30, 2026 December 31, 2025 Change in projected benefit obligation 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 loss ^ 20,870 29,553 Prior service cost - 37,823 Effect of exchange rate changes ( 17,957 ) ( 5,978 ) Projected benefit obligation at end 267,835 208,571 Unfunded status in the end 267,835 208,571 Unfunded amount recognized in consolidated balance sheets Non-current liability (included under other non-current liabilities) 240,465 188,622 Current liability (included under accrued employee costs) 27,370 19,949 Total accrued liability 267,835 208,571 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: June 30, 2026 June 30, 2025 Service cost $ 42,767 $ 21,319 Amortization of prior service cost 6,089 - Interest cost 7,495 2,881 Expected return on plan assets - - Amortization of actuarial loss, gross of tax - - Net gratuity cost $ 56,351 $ 24,200 31 The components of retirement benefits included in AOCI, excluding tax effects, are as follows: June 30, 2026 June 30, 2025 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 are as follows: June 30, 2026 June 30, 2025 Discount rate 7.41 % 7.17 % Rate of increase in compensation levels 15.50 % 12.50 % 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 June 30, 2026 are as follows: 2026, excluding the six months ended June 30, 2026 $ 27,370 2027 53,593 2028 47,343 2029 44,551 2030 35,325 2031-2035 $ 187,477 32 NOTE 18 – FAIR VALUE MEASUREMENT – FINANCIAL INSTRUMENTS Assets and liabilities recorded at fair value are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair value. The levels of the fair value hierarchy are: ● Level 1: observable inputs such as quoted prices in active markets. ● Level 2: inputs other than quoted prices in active markets that are either directly or indirectly observable; and ● Level 3: unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions. The Company’s financial assets which are set out below in the table are measured at fair value by considering the level III inputs. The company does not have financial assets which are measured using Level I or Level II inputs. Carrying value and fair value of Level III Financial assets and liabilities are as follows: Carrying Value Fair Value June 30, 2026 December 31, 2025 June 30, 2026 December 31, 2025 Financial Assets Account receivables, net (1) $ 8,511,054 $ 8,566,654 $ 8,511,054 $ 8,566,654 Lease receivables (2) 1,971,933 1,410,589 1,971,933 1,410,589 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. The Company has presented the receivable balances account after reducing the significant financing component included using the discount rate of 10 %. (2) Lease receivables arising from sales-type leases are measured which is based on a discounted cash flow methodology that incorporates significant unobservable inputs, including assumptions related to discount rate, expected timing of cash flows etc. (Refer 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. (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: 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. 33 Restricted Stock Award to Employees : The Company grants restricted shares of the Company’s common stock, $ 0.0001 per value to certain employees under the 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 June 30, 2026, is as follows: Number of shares options Weighted average grant date fair value per share Unvested balance as of December 31, 2025 1,691,184 $ 3.41 Granted - - Vested - - Forfeited - - Unvested balance as of June 30, 2026 1,691,184 $ 3.41 Number of shares options Weighted average grant date fair value per share 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. 34 Restricted Stock Awards (RSA) Restricted Stock Awards activity for the six months ended June 30, 2026, is as follows: Number of shares RSAs Weighted average grant date fair value per share 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 for the six months ended June 30, 2026 is follows: Grant dates Fair value on grant date Unvested shares in the beginning Shares granted during the period Shares vested during the period Unvested shares at the end of the period 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. 35 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: June 30, 2026 June 30, 2025 Stock options $ 1,429,884 $ 1,429,884 Restricted stock units (RSU) 3,251,745 1,938,783 Advisory shares 640,842 640,840 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 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 February 13, 2024 Stock Options November 27, 2023 Restricted stock awards November 27, 2023 Fair value on grant date $ 5.52 $ 1.39 $ 3.41 $ 7.76 Risk free interest rate 4.40 % 4.40 % 4.40 % 4.40 % Expected volatility 18.29 % 24.96 % 18.50 % 18.50 % Exercise prices $ 0.0001 $ 5.00 $ 5.00 $ 0.0001 Share price on the grant date $ 5.52 $ 5.50 $ 7.76 $ 7.76 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 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. 36 NOTE 20 – RELATED PARTY 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 period ended June 30, 2026 For the period ended June 30, 2025 Transactions during the period: Expenses incurred on behalf of affiliates Srivastava Robotic Surgery Pvt Ltd $ 333 $ 68 SS International Centre for Robotics Surgery Pvt Ltd 4,788 9.906 Sudhir Srivastava Medical Innovations Pvt Ltd 410 92 Telegnosis Pvt Ltd 70 8 Sudhir Prem Srivastava, M.D. - 18,000 Expense incurred on behalf of Company Sudhir Prem Srivastava, M.D. 63,826 123,476 Barry F. Cohen - 5,753 Dr. Frederic H Moll - 11,499 Milan Rao# 4,216 - Dr. S.P. Somashekhar 510 - Mr. Tim Adams 1,867 - 2016 Stock Incentive Plans Expenses/(Reversal) Anup Sethi - ( 122,247 ) Barry F. Cohen 285,977 285,977 Dr. S.P. Somashekhar 106,197 105,266 Sudhir Prem Srivastava, M.D. 857,931 857,931 Vishwajyoti P. Srivastava, M.D 285,977 285,977 Milan Rao# 170,150 - Consultancy charges and other perquisites Anup Sethi - 68,149 Barry F. Cohen 90,000 90,000 Sudhir Prem Srivastava, M.D. 480,799 441,200 Vishwajyoti P. Srivastava, M.D 196,396 129,908 Arvind Palaniappan - 12,160 Milan Rao# 140,002 - Dr. Frederic H Moll 4,500 - Dr. S.P. Somashekhar 4,500 - Mr. Tim Adams 4,500 - Mylswamy Annadurai 4,500 - Proceeds from Private Investment in Public Equity Sushruta Private Limited 2,000,000 - Mr. Tim Adams 1,197,000 - Dr. Frederic H Moll 2,000,000 - Proceeds from notes issued Sushruta Private Limited - 28,000,000 Interest accrued on notes Sushruta Private Limited - 182,400 Conversion of notes into common stock Sushruta Private Limited $ - $ 30,164,548 37 Balance outstanding as of period end: Accrued expenses & other current liabilities: As of June 30,  2026 As of December 31,  2025   Balance payable Barry F. Cohen $ ( 580,500 ) $ ( 496,253 ) Prepaids and other current assets: Srivastava Robotic Surgery Pvt Ltd 699 394 SS International Centre for Robotics Surgery Pvt Ltd 21,170 17,360 Cardio Bahamas ^ ( 76,741 ) ( 76,741 ) SSI PTE Singapore ^ ( 424,586 ) ( 424,586 ) Sudhir Prem Srivastava, M.D. ^ 2,199,657 2,378,493 Sudhir Srivastava Medical Innovations Pvt Ltd 928 556 Telegnosis Private Limited 1,263 1,257 Sushruta Private Limited 5.000 5,000 Vishwajyoti P. Srivastava, M.D $ - $ 10,178 ^ For these balances, Dr. Sudhir Prem Srivastava is considered as the ultimate beneficial owner, and the settlement is expected to be made on net basis. Accordingly, these balances have been disclosed under prepaids and other current assets. # During the current period, Mr. 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. Mr. 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 $ 23,844 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. 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 $ 3,416 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. This lease provides for a monthly payment of $ 20,606 plus taxes. 38 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 $ 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 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 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. 39