UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-42615

SS INNOVATIONS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Florida		47-3478854
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

405, 3^rd Floor, iLabs Info Technology Centre

Udyog Vihar, Phase III

Gurugram, Haryana 122016, India

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: +91 73375 53469

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SSII		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files.) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “accelerated filer”, “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 200,131,535 shares of common stock, $0.0001 par value of the Registrant issued and outstanding as of May 12, 2026.

Unless the context otherwise requires, as used in this Quarterly Report on Form 10-Q (this “Quarterly Report”) the terms “SSi,” “the Company,” “we,” “us,” and “our” refer to SS Innovations International, Inc., and where appropriate, our subsidiaries.

Forward Looking Statements

This Quarterly Report contains statements that are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “will,” “intend,” “may,” “plan,” “project,” “should,” “could,” “seek,” “designed,” “potential,” “forecast,” “target,” “objective,” “goal,” or the negatives of such terms or other similar expressions to identify such forward-looking statements. These statements relate to future events or SSi’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

These statements are not guarantees of future performance and are subject to numerous risks, uncertainties, and assumptions that are difficult to predict.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission (the “SEC”), we do not assume any obligation to update any forward-looking statement. We disclaim any intention or obligation to update or revise any forward-looking statement contained herein, whether as a result of new information, future events or otherwise.

TABLE OF CONTENTS

		Page

PART I – FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	1

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2026 (unaudited) and March 31, 2025 (unaudited)	2

	Condensed Consolidated Statements of Stockholders’ equity for the three months ended March 31, 2026 (unaudited) and March 31, 2025 (unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 (unaudited) and March 31, 2025 (unaudited)	4

	Notes to Condensed Consolidated Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	42

Item 4.	Controls and Procedures	43

PART II – OTHER INFORMATION		44

Item 1.	Legal Proceedings	44

Item 1A.	Risk Factors.	44

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	44

Item 3.	Defaults Upon Senior Securities.	44

Item 4.	Mine Safety Disclosures.	44

Item 5.	Other Information.	44

Item 6.	Exhibits	44

SIGNATURES		45

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

		As of
	Notes	March 31, 2026			December 31, 2025
		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	7	$	15,979,714		$	3,206,406
Restricted cash	7		7,631,336			5,937,650
Accounts receivable, net	6		14,054,376			12,398,542
Inventory	14		17,066,091			17,064,002
Prepaids and other current assets	8		11,530,000			10,166,823
Total Current Assets			66,261,517			48,773,423

Property, plant, and equipment, net	4		8,831,423			9,100,546
Right of use asset, net	15		2,499,490			2,754,020
Deferred tax assets, net	16		805,750			533,727
Accounts receivable, net-non current	6		7,265,911			8,566,654
Restricted cash- non current	7		394,630			458,964
Prepaids and other non current assets	8		4,488,168			4,038,883
Total Assets		$	90,546,889		$	74,226,217

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current Liabilities
Bank overdraft facility	11	$	11,156,147		$	11,442,948
Current portion of operating lease liabilities	15		576,237			579,169
Accounts payable	9		4,403,170			5,127,193
Deferred revenue	12		3,582,631			3,266,686
Accrued expenses & other current liabilities	9		6,326,818			5,825,702
Total Current Liabilities			26,045,003			26,241,698

Operating lease liabilities, less current portion	15		2,086,534			2,337,697
Deferred Revenue- non current	12		7,501,283			7,139,807
Other non current liabilities	9		390,656			288,764
Total Liabilities		$	36,023,476		$	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 March 31, 2026, and December 31, 2025	13		1			1
Common stock, 250,000,000 shares authorized, $0.0001 par value, 200,131,535 shares and 194,165,141 shares issued and outstanding as of March 31, 2026 and December 31, 2025 respectively	13		20,013			19,416
Accumulated other comprehensive income (loss)	13		(3,573,137	)		(2,022,660	)
Additional paid in capital	13		116,549,124			95,111,511
Capital reserve			899,917			899,917
Accumulated deficit			(59,372,505	)		(55,789,934	)
Total stockholders’ equity			54,523,413			38,218,251
Total liabilities and stockholders’ equity		$	90,546,889		$	74,226,217

See accompanying notes to Condensed Consolidated Financial Statements

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

		For The Three months ended
	Notes	March 31, 2026			March 31, 2025

REVENUES
System sales	12		9,575,370			4,502,482
Instruments sale	12		1,151,228			477,208
Warranty sale	12		357,686			122,504
Lease income	12		17,082			18,416
Total revenue		$	11,101,366		$	5,120,610
Cost of revenue			(5,774,145	)		(4,033,402	)

GROSS PROFIT			5,327,221			1,087,208

OPERATING EXPENSES:
Research & development expense			995,440			1,010,095
Stock compensation expense	19		3,144,315			2,379,212
Depreciation and amortization expense	4		323,747			208,882
Selling, general and administrative expense			4,502,476			3,410,872
TOTAL OPERATING EXPENSES			8,965,978			7,009,061

Loss from operations			(3,638,757	)		(5,921,853	)

OTHER INCOME (EXPENSE):
Interest Expense			(284,051	)		(379,905	)
Interest and other income, net			491,589			620,405
TOTAL INCOME, NET			207,538			240,500

LOSS BEFORE INCOME TAXES			(3,431,219	)		(5,681,353	)
Income tax expense	16		151,352			-
NET LOSS		$	(3,582,571	)	$	(5,681,353	)

Net loss per share - basic and diluted	2(r)	$	(0.02	)	$	(0.03	)
Weighted average- basic shares	2(r)		196,007,956			178,836,342
Weighted average- diluted shares	2(r)		205,309,556			188,599,859

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

NET LOSS		$	(3,582,571	)	$	(5,681,353	)

OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation loss			(1,557,111	)		6,876
Retirement Benefit	17		4,781			15,838
RECLASSIFICATION ADJUSTMENTS:
Retirement Benefit ⁽¹⁾			3,056			-
Income tax effects relating to retirement benefit	16		(1,203	)		-
TOTAL OTHER COMPREHENSIVE LOSS			(1,550,477	)		22,714
TOTAL COMPREHENSIVE LOSS		$	(5,133,048	)	$	(5,658,639	)

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

See accompanying notes to Condensed Consolidated Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 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 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

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

Stock compensation	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

See accompanying notes to Condensed Consolidated Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For The Three months ended
	March 31, 2026			March 31, 2025
Cash flows from operating activities:

Net loss	$	(3,582,571	)	$	(5,681,353	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		323,747			208,882
Operating lease expense		220,493			205,275
Interest Expense		43,555			155,015
Interest and other income, net		(415,465	)		(140,928	)
Deferred income tax benefit		(301,036	)		-
Stock compensation expense		3,144,315			2,379,212
Provision for / (Reversal of) credit loss reserve, net		230,616			(422,711	)
Provision for slow moving inventory		(6,248	)		-

Changes in operating assets and liabilities:
Accounts receivable, net		(245,111	)		1,275,750
Inventory, net		4,159			(5,082,673	)
Deferred revenue		677,421			823,947
Prepaids and other assets		(2,066,322	)		(1,003,604	)
Accounts payable		(704,764	)		1,329,028
Income taxes payable, net		323,014			-
Accrued expenses & other liabilities		256,441			48,331
Operating lease payment		(214,180	)		(197,545	)
Net cash used in operating activities		(2,311,936	)		(6,103,374	)

Cash flows from investing activities:
Purchase of property, plant and equipment		(54,189	)		(872,804	)
Net cash used in investing activities		(54,189	)		(872,804	)

Cash flows from financing activities:
Proceeds from bank overdraft facility (net)		(286,801	)		(312,495	)
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		18,159,697			22,406,019

Net change in cash		15,793,572			15,429,841
Effect of exchange rate on cash		(1,390,912	)		25,412
Cash and cash equivalents at the beginning of the year		9,603,020			6,623,535
Cash and cash equivalents at end of the year	$	24,005,680		$	22,078,788

^ 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	$	-		$	994,430

See accompanying notes to Condensed Consolidated Financial Statements.

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 March 31, 2026, and the interim condensed consolidated statement of operations, comprehensive loss and stockholders’ equity for the three months ended March 31, 2026 and March 31, 2025 and flows for the three months ended March 31, 2026 and March 31, 2025 are 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 March 31, 2026 and our results of operations for the three months and cash flows for the three months ended March 31, 2026 and March 31, 2025.

The financial data and other financial information disclosed in these notes to the interim condensed consolidated financial statements related to the three months are also unaudited. The interim condensed consolidated results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future annual or interim period. The condensed consolidated balance sheet as of December 31, 2025 included herein was produced from the audited consolidated financial statements as of that date. These interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025 as filed by us with the SEC on March 10, 2026 and the Amendment included in the Form 10-K/A as filed by us with the SEC on March 31, 2026.

The interim condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying condensed financial statements have been prepared on a consolidated basis and reflect the condensed consolidated financial statements of the Company and all of its subsidiaries.

The standalone financial statements of subsidiaries are fully consolidated on a line-by-line basis. Intra-group balances and transactions, and gains and losses arising from intra-group transactions, are eliminated while preparing condensed consolidated financial statements.

Accounting policies of the respective individual subsidiaries are aligned wherever necessary, so as to ensure consistency with the accounting policies that are adopted by the Company under U.S. 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 $40,216,514 and an accumulated deficit of $59,372,505 as of March 31, 2026. The Company also had net losses of $3,582,571 for three ended March 31, 2026 respectively, which losses primarily resulted from non-cash items such as stock compensation expense of $3,144,315 for the three months ended March 31, 2026, respectively, and depreciation of $323,747 for the three months ended March 31, 2026, respectively. In addition, the Company has been dependent on related parties to fund operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited interim condensed consolidated financial statements 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, we offered and sold a total of 5,774,839 shares of common stock consisting of:

●

an aggregate of 1,300,006 shares of common stock at an average price of $4.00 per share for a total of $5,197,000 to directors, details of the same are as below:

498,753 shares to Dr. Sudhir Srivastava, our Chairman and Chief Executive Officer at $4.01 per share amounting to $2,000,000;

501,253 shares to Dr. Frederic Moll, our Vice Chairman at $3.99 per share amounting to $2,000,000;

300,000 shares to Tim Adams, a director at $3.99 per share amounting to $1,197,000; and

●

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

SSi intends to use the net proceeds from this private placement for working capital and other general corporate purposes, which include, but are not limited to advancing the Company’s our growth initiatives in India and other existing global markets and supporting preparation for entry into the United States and European Union markets.

However, the Company’s existing cash resources and income from operations are not expected to provide sufficient funds to carry out the Company’s operations and business development through the next twelve (12) months. The management of the Company is making efforts to raise further funding to scale up operations and meet its longer-term capital needs. While management of the Company believes that it will be successful in its capital formation and planned expansion of its operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in generating additional revenues and ultimately achieving profitability. The accompanying 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

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.

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.

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.

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.

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/(expense), net”. Refer to Note 17 - Employee Benefit Plans to the unaudited interim condensed consolidated financial statements for details.

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 March 31, 2026 and March 31, 2025 are translated at the exchange rate in effect as of those dates. Stockholders’ equity is translated at the appropriate historical rates. Included in interest and other income foreign exchange gain resulting from such translations of approximately $46,005 and amount of $12,094 included in selling, general and administrative expenses for the three months ended March 31, 2026 and March 31, 2025, respectively.

The functional currency of each entity in the group is the currency of the primary economic environment in which it operates. Transactions in foreign currencies are initially recorded into functional currency at the rates of exchange prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured into functional currency at the rates of exchange prevailing at the balance sheet date. 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 three months ended March 31, 2026 closing rate at 93.86 US$: INR, average rate at 91.91 US$:INR.

The relevant translation rates are as follows: for the three months ended March 31, 2025 closing rate at 85.46 US$: INR, average rate at 85.52 US$: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

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.

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.

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.

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.

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.

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.

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:

Our system sale arrangements contain multiple products and services, including system, accessories, instruments and services. Other than services, we generally deliver all of the products upfront. Each of these products and services is a distinct performance obligation. System, instruments, accessories and services are also sold on a standalone basis. For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which we separately sell the products or services. If a standalone selling price is not directly observable, then we estimate the standalone selling prices considering market conditions and entity-specific factors including, but not limited to, historical pricing data, features and functionality of the products and services and industry benchmark. We regularly review standalone selling prices and maintain internal controls over establishing and updating these estimates. Revenue that is allocated to the service obligation is deferred and recognized ratably over the service period upon expiration of first year of service which is free and included in the system sale arrangements.

Key Terms of Customer Contracts

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

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

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

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.

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.

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.

Transfer of Risk and Rewards: The risks and rewards associated with the system are transferred to the customer upon delivery to their premises.

Instrument and Accessories Sales:

We also sell instruments for use by surgeons in conjunction with the use of our surgical robotic systems. These instruments are consumable items for our hospital customers, and we recognize the revenues from the sale of instruments as and when the instruments are delivered to the customer.

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.

Property Plant & Equipment

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

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

Property Plant and Equipment depreciated using the straight-line method at rates determined as per estimated useful life of the assets. The estimated useful lives used in calculating depreciation are as follows:

		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

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.

Stock Compensation Expense

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

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

Stock Options: These provide employees with the right, but not the obligation, to purchase shares of the Company’s stock at a specified price within a defined period, as per the terms of the stock option agreement. Stock-based compensation expense associated with AVRA 2016 Stock Incentive Plan is measured at fair-value using a Black-Scholes option-pricing model at commencement of each offering period and recognized over that offering period.

Stock Units (Restricted Stock Units, or RSUs): These do not require the employee to exercise any options. Each stock unit automatically converts into a specified number of shares upon vesting. The Company uses last three month’s average share price of common stock on OTC (prior to April 24, 2025) or on NASDAQ (subsequent to April 24, 2025) as grant date fair value for RSUs.

The Company recognizes stock-based compensation expense in the condensed consolidated statement of operations and comprehensive loss for both employees and non-employee directors based on the grant-date fair value of the awards. These costs are recognized on a straight-line basis over the requisite service period, or until the date at which the recipient becomes eligible for retirement, if shorter. Forfeitures of equity awards are accounted for as they occur.

The Company accounts for equity instruments issued in exchange for goods or services from non-employees in accordance with ASC Topic 718 Stock Compensation. The costs associated with these equity instruments are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable.

Income Taxes

We record income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. The carrying amounts of deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses, the duration of statutory carry forward periods, and tax planning alternatives. We use a two-step approach in recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals and litigation processes, if any. The second step is to measure the largest amount of tax benefit as the largest amount that is more likely than not to be realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

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.

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
	March 31, 2026			March 31, 2025

Net loss (a)		(3,582,571	)		(5,681,353	)
Basic weighted average common shares outstanding (b)		196,007,956			178,836,342
Dilutive effect of stock-based awards		9,301,600			9,763,517
Diluted weighted average common shares outstanding		205,309,556			188,599,859

Earnings per share attributable to SS Innovations International, Inc. stockholders:

Basic and Diluted (a)/(b)

(0.02

)

(0.03

)

Basic net loss per share is calculated by dividing the net loss attributable to SSII stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which we report net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

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.

Fair Value of Financial Instruments

Our financial instruments consist principally of accounts receivable, amounts due to related parties and promissory notes payable. The carrying amounts of cash and cash equivalents and promissory notes approximate fair value because of the short-term nature of these items.

Recent Accounting Pronouncements

In November 2024, FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other depletion expenses. An entity’s share of earnings or losses from investments accounted for under the equity method is not a relevant expense caption that requires disaggregation. Such ASU’s amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this pronouncement on our disclosures and our 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. We are 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.

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.

Sales-type Leases

Lease Classification

In determining whether a transaction should be classified as a sales-type or operating lease (whether fixed-payment or usage-based), the Company considers the following terms at lease commencement: (1) whether title of the system transfers automatically or for a nominal fee by the end of the lease term; (2) whether the present value of the minimum lease payments equals or exceeds substantially all of the fair value of the leased system; (3) whether the lease term is for the major part of the remaining economic life of the leased system; (4) whether the lease grants the lessee an option to purchase the leased system that the lessee is reasonably certain to exercise; and (5) whether the underlying system is of such a specialized nature that it is expected to have no alternative use to the Company at the end of the lease term. However, if classifying a lease as a sales-type lease would result in a selling loss at commencement (day-one selling loss), the Company classifies such lease as an operating lease.

Derecognition and Selling Profit

At the commencement date of a qualifying sales-type lease, the Company derecognizes the underlying asset and recognizes a net investment in the lease, which includes (i) the present value of future lease payments, (ii) any guaranteed or unguaranteed residual value, and (iii) unearned interest income. The resulting selling profit or loss is measured as the difference between the net investment in the lease and the carrying amount of the derecognized asset.

Variable lease payments

Variable lease payments under the arrangement do not depend on an index or a rate but are instead based on the customer’s actual usage of the leased equipment or related surgical activity. Because such payments are usage-based, they are excluded from the initial measurement of the lease. SSII recognizes these variable amounts as revenue in the period in which the underlying surgical procedures occur, consistent with the terms of the pay-per-use arrangement.

Interest Income Recognition

Interest income on sales-type leases is recognized using the rate implicit in the lease so as to produce a constant periodic rate of return on the net investment.

Credit Losses

The Company applies the current expected credit loss (“CECL”) model to its net investment in sales-type leases. Expected credit losses are estimated based on historical loss experience, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is reassessed each reporting period and included as a contra-asset to the net investment in sales-type leases.

Comprehensive Loss

Comprehensive loss consists of net loss and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net loss. Our other comprehensive loss represents foreign currency translation adjustment attributable to Indian operations. Refer to Consolidated Statements of Comprehensive Loss. Total foreign currency transaction gains and losses were immaterial for the three months ended March 31, 2026, and 2025.

NOTE 3 – SEGMENT INFORMATION

The Company is focused on designing, manufacturing and marketing an advanced, next-generation and affordable surgical robotic system called the SSi Mantra, and the instruments and accessories used with SSi Mantra to perform a wide range of soft-tissue, robotically assisted surgeries. The Company is committed to accelerating access to surgical robotics technologies in all parts of the world and particularly in underserved regions through a comprehensive ecosystem of providing an affordable surgical robotic system, its related instruments and accessories backed up by clinical, field service and maintenance support also provided by the Company. The systems as well as instruments and accessories are primarily designed, developed and manufactured by the Company in its manufacturing facility located in India.

During the three months ended March 31, 2026, and 2025, the Company’s revenue from within India accounted for 99% and 82% of total revenue, respectively, while revenue from the Company’s markets outside India accounted for 1% and 18% of total revenue, respectively. The Company manages the business activities on a consolidated basis and operates in one reportable segment. Our determination that we operate as a single operating segment is consistent with the financial information regularly reviewed by the chief operating decision maker for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods.

The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM utilizes the Company’s long-range plan, which includes product development, technology refinement plans and long-range selling and financial models, as a key input to resource allocation. 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 March 31, 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:

	March 31, 2026			December 31, 2025
Gross Amount
Computer & peripheral		490,800			485,125
Furniture		322,822			335,664
Leasehold improvement		707,461			738,955
Office equipment		398,503			405,993
Pay Per Use Systems		5,333,724			5,368,388
Plant and machinery		663,344			592,426
Server & networking		39,038			40,380
Vehicles		759,041			680,211
Demo system		1,914,116			1,999,327
Capital work in progress		-			-
Accumulated depreciation		(1,797,426	)		(1,545,923	)
Total		8,831,423			9,100,546

Depreciation expenses for the three months ended March 31, 2026, and 2025 amounted to $323,747 and $208,882 respectively.

The Company deployed eight systems for demonstration purposes. As of March 31, 2026, four systems were located at the Company’s premises, and four systems were installed at a partner’s facility. These systems remain under the Company’s ownership and control and are therefore capitalized as property, plant, and equipment in accordance with ASC 360.

NOTE 5 – NET INVESTMENT IN SALE-TYPE LEASE

Measurement of net investment

The components of the Company’s investments in sales-type leases, net for the three months ended March 31, 2026, were as follows:

	March 31, 2026			December 31, 2025
Gross lease receivables		3,155,090			2,122,950
Unearned income		(689,042	)		(502,775	)
Subtotal		2,466,048			1,620,175
Allowance for credit loss		-			-
Net investment in sales-type leases		2,466,048			1,620,175

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

	March 31, 2026		December 31, 2025
Other Current Assets		392,647		209,586
Long-term investment in sales-type leases, net		2,073,401		1,410,589
Net investment in sales-type leases		2,466,048		1,620,175

Interest income recognition

Interest income under sales-type leases during three months ended March 31, 2026 were as follows:

		March 31, 2026				December 31, 2025
Interest income			25,448				14,697

Maturity analysis of lease receivables

The following table presents the undiscounted cash flows related to gross lease receivables as of March 31, 2026.

	As of March 31, 2026		As of December 31, 2025
March 31, 2026		349,034		311,245
2027		473,532		339,235
2028		490,491		345,992
2029		510,132		356,127
2030		374,127		206,571
2031 and thereafter		927,433		530,534
Total		3,124,749		2,089,704

NOTE 6 – ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following as of:

	March 31, 2026		December 31, 2025

Accounts receivable, net		14,054,376		12,398,542
Accounts receivable, net (non-current)		7,265,911		8,566,654
		21,320,287		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 $7,265,911 (December 31, 2025: $8,566,654) may not be due and collectible in next one year and thus company classified these receivables as non-current.

Activity in the allowance for the credit losses for the period ended March 31, 2026 and 2025 was as follows:

	As of
	March 31, 2026			December 31, 2025

Balance at the beginning of the year		896,180			545,799
Additions		193,912			385,559
Foreign currency translation adjustment		(41,341	)		(35,178	)
Balance at the end of the year		1,048,751			896,180

Details of customers which accounted for 10% or more of total revenues during the three months ended March 31, 2026, and March 31, 2025 and 10% or more of total accounts receivables as at March 31, 2026, and December 31, 2025.

	Percentage of revenue					Percentage of accounts
	For three months ended					receivables as of
	March 31, 2026		March 31, 2025			March 31, 2026			December 31, 2025
Customer A		^		13	%		-			-
Customer B		^		14	%		^			^
Customer C		^		17	%		2	%		2	%
Customer D		^		11	%		-			-
Customer E		^		10	%		^			^

^	represents less than 1%

NOTE 7 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH

For the purpose of condensed consolidated statement of cash flows, cash, cash equivalents and restricted cash (Current) & (Non-Current) consisted of the following as of:

		March 31, 2026		December 31, 2025

Cash and cash equivalents			15,979,714		3,206,406

Fixed Deposit	Lien Against Overdraft Facility		7,571,731		5,922,160
	Lien Against Bank Guarantee		44,816		43
	Lien Against Credit Card Facility		14,789		15,447
Restricted cash (Current)			7,631,336		5,937,650

Fixed Deposit	Lien Against Bank Guarantee		394,630		458,964
Restricted cash (Non-current)			394,630		458,964

Total Cash, cash equivalents and restricted cash			24,005,680		9,603,020

We have classified fixed deposits (FDs), which are subject to withdrawal restrictions, as Restricted cash. Additionally, time deposits with remaining maturity of over one year have been classified as non-current.

The Company has secured a bank overdraft facility from HDFC Bank, collateralized by fixed deposits held with HDFC Bank. This facility includes a withdrawal restriction tied to the fixed deposit. (Refer Note 11 – Bank Overdraft.)

NOTE 8 – PREPAID, CURRENT AND NON-CURRENT ASSETS

Prepaid, Current and Non-Current Assets consisted of the following as of:

	March 31, 2026		December 31, 2025

Balances from statutory authorities		5,814,722		5,622,738
Prepaid expense- stock compensation current		1,157,911		1,157,911
Net investment in sale type lease – current*		392,647		209,586
Security deposits		483,026		338,493
Other prepaid- current assets		3,681,694		2,838,095
Prepaid and other current assets		11,530,000		10,166,823

Prepaid expense- stock compensation non current		1,965,890		2,255,358
Net investment in sale type lease – non current*		2,073,401		1,410,589
Security deposits		310,778		248,027
Other prepaid- non current assets		138,099		124,909
Prepaid and other non current assets		4,488,168		4,038,883

Total prepaid, current and non current assets		16,018,168		14,205,706

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

Refer Note-20 for Related Party Balances

Prepaid expenses – stock compensation represents unamortized portion of common stock granted to advisors for services to be rendered by them in future. (Refer Note 19 – Stock Compensation Expenses).

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

Accounts payable and accrued expenses consisted of the following as of:

	March 31, 2026		December 31, 2025

Accounts payable		4,403,170		5,127,193

Payable to statutory authorities		144,588		91,393
Client liabilities		205,841		104,696
Salary payable		16,696		21,548
Other accrued liabilities		5,959,693		5,608,065
Other accrued liabilities		6,326,818		5,825,702

Provision for Gratuity Long term		192,847		188,622
Other accrued liabilities		197,809		100,142
Other accrued liabilities- Non Current		390,656		288,764

Total accounts payable, accrued current and non current expenses		11,120,644		11,241,659

Accounts payable at $4,403,170 as of March 31, 2026 (December 31, 2025: $5,127,193), reflect the amounts due to various vendors of supplies and services in the normal course of business operations. Other accrued liabilities of $5,959,693 as of March 31, 2026 (December 31, 2025: $5,608,065) mainly include accrued expenses of $1,092,777 (December 31, 2025: $1,072,596) and income tax provision of $4,516,491 (December 31, 2025: $4,214,339).

Refer Note-20 for Related Party Balances.

NOTE 10 – NOTES PAYABLE

In January 2025, the Company raised $28,000,000 from its affiliate by issuance of One-Year 7% Convertible Promissory Notes to finance its ongoing working capital requirements. These Notes are payable in full after 12 months from the respective date of issuance of these Notes and are convertible at the election of noteholder at any time through the maturity date at a per share price of $1.38.

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

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

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

In February 2025, the Company converted Convertible Notes totaling $22,000,000, in principal amount, along with the interest accrued thereon, issued to Sushruta Pvt Ltd. into 16,046,814 shares of common stock of the Company.

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

Refer Note-20 for Related Party Balances.

NOTE 11 – BANK OVERDRAFT FACILITY

Bank overdraft facility consisted of the following as of:

	March 31, 2026		December 31, 2025

HDFC Bank Ltd overdraft (with lien against fixed deposits) (OD1)		4,292,445		4,829,115
HDFC Bank Ltd overdraft (OD2)		453,301		493,355
HDFC Bank Ltd overdraft (OD3)		5,859,625		6,120,478
ICICI Bank overdraft (OD4)		550,776		-
Bank overdraft		11,156,147		11,442,948

The HDFC Bank overdraft facility (OD1), amounting to $4,292,445, is availed against a lien on fixed deposits totaling $6,367,278 provided by the Company and the HDFC Bank LTD Overdraft (OD2) facility is secured by a charge over all current assets, plant, and machinery of the Company, as well as a lien on fixed deposits of $661,104 in favor of HDFC Bank. Additionally, both overdraft facilities are secured by personal guarantees provided both by Dr. Sudhir Prem Srivastava and Dr. Vishwajyoti P Srivastava. As of March 31, 2026, and December 31, 2025, the Company was in compliance with all financial and non-financial covenants under the bank overdraft facility agreements.

In October 2025, the Company converted its overdraft facility into a short-term working capital demand loan (“WCDL”) repayable on demand for a period of six months. The WCDL is secured against the lien on fixed deposits of $661,104 in favor of HDFC Bank.

The cash credit facility is sanctioned at an interest rate of 8.90% (linked with 1-month Repo rate + 3.4%) per annum on the working capital overdraft limit, with interest payable monthly on the first day of the subsequent month. Overdraft facility against fixed deposits is sanctioned with an interest rate of 1.25% over and above prevailing rate of interest on fixed deposits, payable at monthly intervals on the first day of the following month.

During the period ended March 31, 2026, the Company availed overdraft facilities from ICICI Bank, which are secured against a lien on fixed deposits aggregating to $543,347 maintained by 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.

The revenues attributable to the warranty is recognized over the period to which it relates. During the three months ended March 31, 2026, Company had sold eighteen surgical robotic systems. The revenues attributable to warranty for the agreed warranty period in respect of each of the sales contract is deferred for recognition over the period to which it relates.

In case of systems sold on a deferred payment basis, the present value of the invoiced system sales, realizable over the deferred payment period, is recognized as system sales. The difference between the invoiced amount and its present value is adjusted (reduced) in the accounts receivable balance. This difference is recorded as interest income under other income, with a corresponding impact on accounts receivable over the collection period of contract. The Company recorded $261,878 and $79,236 as interest income on account of deferred financing component during the period ended March 31, 2026 and March 31, 2025 respectively.

	March 31, 2026		December 31, 2025

Deferred revenue- beginning of period		10,406,493		6,452,555
Additions		1,443,770		6,472,933
Net changes in liability for pre-existing contracts		11,850,263		12,925,488
Revenue recognized for system sales		-		407,118
Revenue recognized for instrument sales		408,870		1,233,482
Revenue recognized for warranty sales		357,479		878,395
Deferred revenue- end of period		11,083,914		10,406,493

Deferred revenue expected to be recognized in:
One year or less		3,582,631		3,266,686
More than one year		7,501,283		7,139,807
		11,083,914		10,406,493

For the three months ended March 31, 2026 and 2025:

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

	March 31, 2026		March 31, 2025

System sales		9,575,370		4,502,482
Instruments sale		1,151,228		477,208
Warranty sale		357,686		122,504
Lease income		17,082		18,416
Total revenue		11,101,366		5,120,610

Revenues for three months ended March 31, 2026 and 2025 by geographic region (determined based upon customer domicile), were as follows:

	March 31, 2026		March 31, 2025

India		10,952,543		4,188,394
South America		74,105		51,884
Philippines		35,702		-
Indonesia		24,222		872,977
UAE		7,984		7,355
Nepal		6,810		-
		11,101,366		5,120,610

NOTE 13 – STOCKHOLDERS’ EQUITY

Common Stock

The Company is authorized to issue up to 250,000,000 shares of common stock, $0.0001 par value per share. The Company has one class of common stock outstanding. Holders of the Company’s common stock are entitled to one vote per share. Upon the liquidation or dissolution of the Company, its common stockholders are entitled to receive a ratable share of the available net assets of the Company after payment of all debts and other liabilities. The Company’s shares of common stock have no pre-emptive, subscription, redemption or conversion rights.

As of March 31, 2026, there were 200,131,535 (December 31, 2025: 194,165,141) issued and outstanding common shares. Holders of common stock are entitled to one vote for each share of common stock.

Preferred Stock

The Company is authorized to issue up to 5,000,000 shares of preferred stock, $0.0001 par value per share. The Company has one class of preferred stock outstanding “Series A- Preferred Stock”.

As of March 31, 2026, there were 1,000 (December 31, 2025: 1,000) issued and outstanding shares of Series A Preferred Stock.

Common Stock issued at the time of Merger

At Closing of the Merger on April 14, 2023, 135,808,884 shares of our common stock and 1,000 shares of our Series A Preferred Stock were issued to Cardio Ventures. This includes common stock that was issued to Dr. Frederic Moll and one other accredited investor, who each provided $3,000,000 in interim financing to the Company pending consummation of the Merger. Following the Merger an additional 3,818,028 shares of our common stock were issued to Dr. Frederic Moll per his interim financing agreement with the Company.

Common Stock issued post-Merger

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

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

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

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

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

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

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

On May 22, 2025, the Company issued 20,000 shares of common stock to an advisor in exchange for advisory services to be rendered over a 5year period. The total value of such services is $196,800. The value of services is calculated at the fair market value of the shares as of the date of the advisory services contract.

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

On August 28, 2025, the Company issued 4,000 shares of common stock to an advisor in exchange for advisory services to be rendered over a 5 year period. The total value of such services is $43,560. The value of services is calculated at the fair market value of shares as of the date of the advisory services contract.

On October 1, 2025, the Company issued 28,739 shares of common stock to four advisors in exchange for advisory services to be rendered. The shares were issued pursuant to advisory arrangements, and the value of the services was determined based on the fair market value of the Company’s common stock on the date of issuance.

On October 22, 2025, the Company issued 16,000 shares of common stock to one individual in exchange for advisory services to be rendered. The total value of such services is $174,200. The value of services is calculated at the fair market value of the Company’s common stock on the date of the advisory services agreement.

On November 27, 2025, the Company issued 527,325 shares of common stock to employees pursuant to stock grant awards under the Company’s equity incentive plan. The stock grants were issued in recognition of employee services, and the related compensation expense was recognized in accordance with applicable accounting guidance.

On December 12, 2025, the Company issued 667 shares of common stock to one individual upon the exercise of warrants previously issued by the Company. The warrants were exercised at $2.50 per share in accordance with their terms resulting in net proceeds of $2,500 in the Company.

On January 9, 2026, the Company issued 191,555 shares of common stock to employees pursuant to stock grant awards under the Company’s equity incentive plan. The stock grants were issued in recognition of employee services, and the related compensation expense was recognized in accordance with applicable accounting guidance.

During the month of March 2026, the Company issued 5,774,839 shares of common stock under the private placement and the details are as below:

●

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

○

498,753 shares issued to Dr. Sudhir Srivastava, Chairman and Chief Executive Officer, at $4.01 per share (aggregate consideration of $2,000,000);

○

501,253 shares issued to Dr. Frederic Moll, Vice Chairman, at $3.99 per share (aggregate consideration of $2,000,000); and

○

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

●

4,474,833 shares issued to existing and new investors at a price of $3.00 per share, for total consideration of $13,424,498. The offering was led by Manipal Global Health Services, an existing shareholder.

NOTE 14 – INVENTORY

Inventory consisted of the following as of:

	March 31, 2026			December 31, 2025

Raw materials (includes goods in transit $1,121,993 (December 31, 2025: $502,392)]		6,828,618			7,027,016
Work-in-progress		1,272,956			1,426,933
Finished goods		9,066,107			8,717,761
Less: Inventory valuation allowance		(101,590	)		(107,708	)
		17,066,091			17,064,002

Changes in the inventory valuation allowance were as follows:

	March 31, 2026			December 31, 2025

Balance at the beginning of the year		107,708			-
(Reversal) /Additions charged to expense		(6,248	)		110,332
Foreign currency translation adjustment		130			(2,624	)
Balance at the end of the year		101,590			107,708

The provision for slow-moving and obsolete inventory was recognized within cost of sales in the Condensed 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	March 31, 2026		December 31, 2025
Assets
Right of use operating lease assets		2,499,490		2,754,020

Liabilities
Current portion of operating lease liabilities		576,237		579,169
Non current portion of operating lease liabilities		2,086,534		2,337,697
Total lease liabilities		2,662,771		2,916,866

Operating leases	March 31, 2026			December 31, 2025
Weighted average remaining lease terms (years)
Ilabs Info Technology 3rd Floor		3.94			4.19
Ilabs Info Technology 1st Floor		4.33			4.58
Ilabs Info Technology Ground Floor		6.17			6.42
Ilabs Info Technology Basement-3		3.94			4.19
Village Chhatarpur-1849-1852-Farm		1.50			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	%
Village Chhatarpur-1849-1852-Farm		10.00	%		10.00	%

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

	Period ended
	March 31, 2026		March 31, 2025
Cash payments for amounts included in the measurement of lease liabilities:
Operating cash outflows for operating leases		214,180		197,545

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

Fiscal year	Operating Leases Amount
March 31, 2026		637,615
2027		809,642
2028		653,012
2029		679,841
2030		343,273
2031 and thereafter		316,923
Total lease payment		3,440,306
Less: Imputed Interest		777,535
Present value of lease liabilities		2,662,771

NOTE 16 – INCOME TAX

The effective tax rate for the three months ended March 31, 2026 was (4.41%) compared to nil for the three months ended March 31, 2025. The Company recorded income tax expense of $151,352 and nil for the three months ended March 31, 2026 and 2025, respectively. The increase is due to the recognition of income tax expense in our Indian operations and in previous period, Indian subsidiary had incurred tax losses and was not subject to income tax.

Deferred income taxes recognized in OCI are as follows:

	Period ended
Particulars	March 31, 2026			March 31, 2025

Deferred taxes benefit / (expense) recognized on:
Domestic
Federal		-			-
State		-			-
Foreign
India
Retirement benefits		(1,203	)		-
Total		(1,203	)		-

As of March 31, 2026, and December 31, 2025, the Company recorded a valuation allowance of $14,236,309 and $12,870,003, respectively, against deferred tax assets arising from net operating losses and temporary differences in its U.S. operations, due to a history of operating losses and limited visibility into future taxable income. Based on the assessment, deferred tax assets related to the Indian operations are considered realizable, and no valuation allowance has been recorded for those jurisdictions.

The Company’s policy is to recognize interest and penalties related to uncertain income tax matters within income tax expense in the condensed consolidated statements of operations. As of March 31, 2026, the Company had accrued $521,814 (December 31, 2025: $525,278) related to income-tax-related interest.

As of March 31, 2026, the Company has no unrecognized tax benefits.

NOTE 17 – EMPLOYEE BENEFIT PLAN

The Company’s Gratuity Plan in India provides for a lump sum payment to employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company. Liabilities under this plan are determined by actuarial valuation using the projected unit credit method. Current service costs for these plans are accrued in the year to which they relate. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans, are recognized and amortized over the remaining period of service of the employees.

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

The benefit obligation has been measured as of March 31, 2026, and December 31, 2025. The following table sets forth the activity and the amounts recognized in the Company’s condensed consolidated financial statements at the end of the relevant periods:

	March 31, 2026			December 31, 2025
Change in projected benefit obligation
Projected benefit obligation as on beginning		208,571			80,833
Service cost		18,272			59,280
Amortisation of prior service cost		3,056			1,433
Interest cost		3,762			5,627
Benefits paid		-			-
Actuarial (gain) / loss ^		(4,781	)		29,553
Prior service cost		-			37,823
Effect of exchange rate changes		(9,718	)		(5,978	)
Projected benefit obligation at end		219,162			208,571
Unfunded status in the end		219,162			208,571
Unfunded amount recognized in consolidated balance sheets
Non-current liability (included under other non-current liabilities)		197,809			188,622
Current liability (included under accrued employee costs)		21,353			19,949
Total accrued liability		219,162			208,571
Accumulated benefit obligation at end		107,257			101,031

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

Components of net periodic benefit costs recognized in condensed consolidated statements of operations and comprehensive loss and actuarial loss reclassified from accumulated other comprehensive income (“AOCI”), were as follows:

	March 31, 2026		March 31, 2025
Service cost		18,272		9,492
Amortization of prior service cost		3,056		-
Interest cost		3,762		1,443
Expected return on plan assets		-		-
Amortization of actuarial loss, gross of tax		-		-
Net gratuity cost		25,090		10,935

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

	March 31, 2026			March 31, 2025
Net actuarial (gain) / loss		(4,781	)		15,838
Amount recognized in AOCI, excluding tax effects		(4,781	)		15,838

The weighted average actuarial assumptions used to determine benefit obligations and net gratuity cost were:

	March 31, 2026			December 31, 2025
Discount rate		7.90	%		7.39	%
Rate of increase in compensation levels		15.50	%		15.50	%
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 March 31, 2026

March 31, 2026			21,351
2027			41,796
2028			39,742
2029			35,152
2030			30,253
2031-2035			160,191

NOTE 18 – FAIR VALUE MEASUREMENT – FINANCIAL INSTRUMENTS

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

●

Level 1: observable inputs such as quoted prices in active markets.

●

Level 2: inputs other than quoted prices in active markets that are either directly or indirectly observable; and

●

Level 3: unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions.

The Company’s financial assets which are set out below in the table are measured at fair value by considering the level III inputs. The company does not have financial assets which are measured using Level I or Level II inputs.

Carrying value and fair value of Level III Financial assets and liabilities:

	Carrying Value				Fair Value
	March 31, 2026		December 31, 2025		March 31, 2026		December 31, 2025

Financial Assets
Account receivables, net (1)		7,265,911		8,566,654		7,265,911		8,566,654
Lease receivables (2)		2,073,401		1,410,589		2,073,401		1,410,589
Other non-current financial assets (2)		241,367		248,027		241,367		248,027
Total		9,580,679		10,225,270		9,580,679		10,225,270
Financial Liabilities
Lease liabilities (3)		2,086,534		2,337,697		2,086,534		2,337,697
Total		2,086,534		2,337,697		2,086,534		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 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 15 Lease).

NOTE 19 – STOCK COMPENSATION EXPENSES

Stock options to Employees: The Company grants shares of the Company’s common stock, par value $ 0.0001 to certain employees under the Company’s 2016 Stock Incentive Plan (the “Plan”). The price at which the Grantee is entitled to purchase the Shares upon the exercise of the Option (the “Option Price”) is $ 5.00 per Share. The Shares vest twenty percent (20%) as of the Grant Date, with the balance of the shares vesting in four equal annual installments on the first, second, third and fourth anniversaries of the Grant Date provided that the Grantee remains in the Continuous Employment of the Company or any of its subsidiaries or affiliates, as defined and provided for in the Plan. The Options, to the extent vested and not exercised, shall expire five (5) years from the Grant Date.

Restricted Stock 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 Options issued to Doctors/Proctors/Advisors (“Advisor’s”): The Company issues shares of the Company’s common stock (“Advisory Shares”) to retain and compensate certain Advisors for performing services for the Company and in exchange for the compensation, which is issued in a phased manner as determined by the company. The “Services” include but are not limited to (a) providing proctoring and medical advisory services, (b) advising the Company on the development of surgical robotics procedures and improvements in design and technology (c) participation in case of observation and performance of live surgeries, and (d) disseminating information about the Company’s products in various scientific meetings and surgical robotic conferences globally (e) investor’s digital marketing support. The Company issues such Advisory Shares in a phased manner commensurate with the period over which the services are to be performed, as determined by the Company.

Stock options:

Stock options activity for the period ended March 31, 2026, was 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 March 31, 2026		1,691,184	$	3.41

	Number of shares options		Weighted average grant date fair value per share

Exercisable balance as of March 31, 2026		5,886,997	$	2.26

During the three months ended March 31, 2026, no stock options are vested. Further there were no stock options issued during the end of March 31, 2026.

Restricted Stock Awards (RSA)

Restricted Stock Awards activity for the period ended March 31, 2026, was as follows:

	Number of shares RSAs		Weighted average grant date fair value per share

Unvested balance as of December 31, 2025		1,054,638	$	7.76
Granted		957,797	$	5.52
Vested		191,555	$	5.52
Forfeited		175,806	$	7.24
Unvested balance as of March 31, 2026		1,645,074	$	6.77

	Number of shares RSAs	Weighted average grant date fair value per share

Exercisable balance as of March 31, 2026	-	-

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

Advisory shares:

Common stock issued to consultants as advisory shares during the year as follows:

Grant dates	Fair value on grant date		Unvested shares in the beginning		Shares granted during the year		Shares vested during the period		Unvested shares at the end of the period
31-Oct-23		8.99		34,541		-		3,454		31,087
31-Oct-23		8.99		4,650		-		465		4,185
31-Oct-23		8.99		3,700		-		370		3,330
31-Oct-23		8.99		14,588		-		1,459		13,129
				57,479		-		5,748		51,731

The aggregate vesting date fair value of Advisory shares was $51,674 and $498,496 during the period ended March 31, 2026 and year ended December 31, 2025 respectively.

There were no advisory shares issued during the three months period ended March 31, 2026.

Stock compensation expenses

During the three months period ended March 31, 2026 and March 31, 2025, the Company has recorded share compensation expense of $3,144,315 in relation to stock options, RSU and Advisory shares as follows:

	March 31, 2026		March 31, 2025
Stock options		710,992		710,020
Restricted stock units (RSU)		2,112,902		1,348,773
Advisory shares		320,421		320,419
Total stock compensation expenses		3,144,315		2,379,212

Stock option model and assumptions

The Black-Scholes-Merton option pricing model is used to estimate the fair value of stock options and RSU granted under the Company’s share based compensation plans and the rights to acquire stock granted under the stock options plans. The weighted-average estimated fair values of stock options and the rights to acquire stock as well as the weighted-average assumptions used in calculating the fair values of stock options and the rights to acquire stock that were granted during the period ending March 31, 2026 were as follows:

				Period ended March 31, 2026
Grant date	Restricted stock awards 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 March 31, 2026, and 2025, is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures, if any.

As of March 31, 2026, there was $4,779,448, $9,693,678 total unrecognized compensation expense related to unvested stock options and restricted stock units to acquire common stock under the 2016 Inventive Stock plan respectively. The unrecognized compensation expense is expected to be recognized over a weighted-average period of 2.72 years for unvested stock options and restricted stock units for rights granted to acquire common stock under 2016 Incentive Stock Plan.

NOTE 20 – RELATED PARTY

The details of transactions with the related parties for the three months ended March 31, 2026 and March 31, 2025 and balances outstanding as on March 31, 2026 and December 31, 2025 are as follows:

Particulars	For the period ended March 31, 2026		For the period ended March 31, 2025

Transactions during the year:

Expenses incurred on behalf of affiliates
Srivastava Robotic Surgery Pvt Ltd		334		414
SS International Centre for Robotics Surgery Pvt Ltd		1,503		6,397
Sudhir Srivastava Medical Innovations Pvt Ltd		411		584
Telegnosis Pvt Ltd		71		727
Sudhir Prem Srivastava, M.D.		-		18,000

Expense incurred on behalf of Company
Sudhir Prem Srivastava, M.D.		22,945		72,920
Milan Rao		3,818		-

2016 Stock Incentive Plans Expenses
Anup Sethi		-		323,153
Barry F. Cohen		142,198		142,004
Dr. S.P. Somashekhar		53,098		53,098
Sudhir Prem Srivastava, M.D.		426,595		426,012
Vishwajyoti P. Srivastava M.D		142,198		142,004
Milan Rao^#		116,145		-

Consultancy charges, sitting fees and other perquisites
Anup Sethi		-		51,156
Barry F. Cohen		45,000		45,000
Sudhir Prem Srivastava, M.D.		239,635		220,342
Vishwaivoti P. Srivastava, M.D		98,029		53,708
Milan Rao^#		104,168		-
Dr. Frederic H Moll		1,500		-
Dr. S.P. Somashekhar		1,500		-
Mr. Tim Adams		1,500		-
Mylswamy Annadurai		1,500		-

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

Balance outstanding as on period end:

Accrued expenses & other current liabilities:	As on March 31, 2026			As on December 31, 2025
Balance receivable / (payable)
Barry F. Cohen		(541,253	)		(496,253	)
Milan Rao		(20,834	)		-

Prepaids and other current assets:
Srivastava Robotic Surgery Pvt Ltd		704			394
SS International Centre for Robotics Surgery Pvt Ltd		18,091			17,360
Cardio Bahamas^		(76,741	)		(76,741	)
SSI PTE Singapore^		(424,586	)		(424,586	)
Sudhir Prem Srivastava, M.D.^		2,305,538			2,378,493
Sudhir Srivastava Medical Innovations Pvt Ltd		935			556
Telegnosis Private Limited		1,273			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 with effect from January 02, 2026. Thereafter, on January 16, 2026, the Company appointed Milan Rao as Global Chief Operating Officer and as the Company’s new Chief Financial Officer.

NOTE 21 – COMMITMENTS AND CONTINGENCIES

Other Commitments

The Company, through its SSI-India subsidiary, occupies office, manufacturing, and assembly space in Gurugram, Haryana (India) under a lease agreement entered into in March 2021, with monthly payments of $23,921 plus applicable taxes. This lease expires in March 2030. Effective June 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 $15,290 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 $8,500 plus taxes and expires on July 31, 2030. In May 2025, the Company signed another lease agreement for occupying an additional space for warehouse purposes in Gurugram which provides for monthly payment of $3,264 plus taxes and expires in March 2030. SSI-India leased a residential property to provide residential accommodation. This lease provides for a monthly payment of $20,673 plus taxes.

Contingencies

The Company’s Indian Subsidiary namely “Sudhir Srivastava Innovations Private Limited” has received the draft assessment order dated November 29, 2023 under section 144C(1) related to proposed transfer pricing adjustment of $521,329 to the returned income for the assessment year 2021-22, primarily on account of Rejection of the segmental margins computed by the Company and adoption of entity-level margins; and Modification of the filters applied by the Company in the selection of comparable companies.

Further, the Company had filed its objections before the Dispute Resolution Panel (DRP). The DRP, vide its directions dated August 28, 2024, granted partial relief of $16,413 on account of rectification in the operating margins of the comparable companies. Accordingly, the Transfer Pricing adjustment was reduced to $504,916. Subsequently, the Company has filed an appeal before the Income Tax Appellate Tribunal (ITAT) on the remaining disputed issues and the said case is pending for hearing before the ITAT. The Management believes that its position will more likely than not be sustained upon final examination by the tax authorities and accordingly has not accrued any liabilities with respect to this matter in its condensed consolidated financial statements.

Subsequently, the Company has filed an appeal before the Income Tax Appellate Tribunal (ITAT) on the remaining disputed issues. As informed by the Management, the matter is pending adjudication before the ITAT. The Company believes that its position will more likely than not be sustained upon final examination by the tax authorities and accordingly has not accrued any liabilities with respect to these matters in its condensed consolidated financial statements.

NOTE 22 – SUBSEQUENT EVENTS

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

On May 1, 2026, the Company filed a registration statement on Form S-3, to register the Shares for resale. The shares of our common stock were purchased by officers and directors who participated in the private placement and are not registered hereby for resale under the Securities Act. In addition, The Company may sell securities from time to time and in one or more offerings up to a total amount of $150,000,000 of securities.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Introduction

The Company is engaged in the business of developing, manufacturing, and selling a surgical robotic system under our proprietary brand “SSi Mantra,” together with allied accessories and a wide range of surgical instruments capable of supporting cardiac and a variety of other surgical procedures under our proprietary brand “SSi Mudra”. Having commenced commercial sales of our surgical robotic system in the second half of 2022, the year 2023 was our first full year of commercial sales and during the year 2024, we introduced our upgraded SSi Mantra 3 system, further consolidated our installed base of SSi Mantra in various parts of India and began to expand our presence in other global markets. Those efforts continued during 2025 with filing for U.S. FDA approval and EU CE mark approval during the year ended December 31, 2025, and are ongoing in 2026. We are also undertaking development efforts to expand our product line in connection with our goal to make robotic surgery more affordable and accessible.

Our financial performance is largely driven by increasing awareness of the benefits of robotically assisted surgery, reduced learning curves for robotic surgeons and the affordability and accessibility of surgical robotic technology. Our financial performance is also dependent on our obtaining regulatory approvals in various regulated markets where we plan to sell our products. Robotically assisted surgeries are increasingly being recognized as an approved treatment modality from an insurance coverage perspective.

Our manufacturing operations being based in India derive significant operating cost advantages in terms of availability of quality and cost-effective fabrication/3D printing solutions, electronic/electrical/mechanical components, outsourced services and skilled manpower. All these factors help us in having lower costs of production which eventually helps us make our surgical robotic system cost effective and relatively affordable.

During the three months ended March 31, 2026, we sold 18 SSi Mantra surgical robotic systems and installed 3 systems on a pay-per-use basis and upgraded 2 systems.

Results of Operations

Introduction

The financial statements appearing elsewhere in this report have been prepared assuming that the Company will continue as a going concern. The Company is still in its initial years of revenue generation by way of the sale of its product and has not yet established consistent operational revenue cash flows to meet all its fixed operating costs and hence may continue to incur losses for some time. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The following table provides selected balance sheet data for the Company as of:

Balance Sheet Data

	March 31, 2026		December 31, 2025
Cash		15,979,714		3,206,406
Restricted cash**		8,025,966		6,396,614
Total Assets		90,546,889		74,226,217
Total Liabilities		36,023,476		36,007,966
Total stockholders’ equity		54,523,413		38,218,251

**	Represents Fixed Deposits held by bank as security for bank facilities and certain performance guarantees.

To date, the Company has mainly relied on debt and equity raised in private offerings to finance its operations. During the balance of the year ending December 31, 2026, the Company plans to raise additional capital through further private or public offerings of its securities. However, if we are unable to do so and if we experience a shortfall in operating capital, we could be faced with having to limit our expansion plans, research and development efforts and marketing activities.

Three months ended March 31, 2026, as compared to the three months ended March 31, 2025

	For the period ended
Particulars	March 31, 2026			March 31, 2025
Total Revenue		11,101,366			5,120,610
Cost of revenue		(5,774,145	)		(4,033,402	)
Gross profit		5,327,221			1,087,208
Research & development expense		995,440			1,010,095
Stock compensation expense		3,144,315			2,379,212
Depreciation and amortization expense		323,747			208,882
Selling, general and administrative expense		4,502,476			3,410,872
Loss from operations		(3,638,757	)		(5,921,853	)
Other income, net		207,538			240,500
Income tax expense		151,322			-
Net loss		(3,582,571	)		(5,681,353	)

Total Revenue. For the three months ended March 31, 2026,we had revenues of $11,101,366 (comprised of $9,575,370 of system sales, $1,151,228 of instrument sales, $357,686 of warranty sales and lease income $17,082), compared to revenues of $5,120,610 (comprising $4,502,482 of system sales, $477,208 of instrument sales, $122,504 of warranty sales and lease income $18,416), during the three months ended March 31, 2025. The increase in revenue is primarily due to an increase in the number of SSi Mantra 3 surgical robotic systems and instruments sold during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Research and Development Expenses. Research and development expenses for the three months ended March 31, 2026, were $995,440, as compared to $1,010,095 for the three months ended March 31, 2025. The decrease primarily attributable to cost optimization initiatives and the timing of project-related expenditures, partially offset by continued investments in product development and technology enhancements.

Stock compensation expense. We had stock compensation expenses of $3,144,315 and $2,379,212 during the three months ended March 31, 2026 and 2025, respectively. The increase in stock compensation expense was primarily attributable to the issuance of new Restricted Share Awards, as well the vesting of advisory shares during the current period, under the Company’s 2016 Stock Incentive Plan.

Depreciation and amortization expense. We had depreciation and amortization expense of $323,747 for three months ended March 31, 2026, as compared to $208,882 for three months ended March 31, 2025. The increase in depreciation and amortization expense was primarily attributable to an increase in fixed assets during the current period.

Selling, general and administrative expense. We incurred $4,502,476 in selling, general and administrative (“SG&A”) expense during the three months ended March 31, 2026, as compared to $3,410,872 for the three months ended March 31, 2025.

Our SG&A expense is comprised of expenses relating to salaries and benefits, retirement benefits as well as costs related to recruitment, other compensation expenses of sales and marketing and client management personnel, sales commission, travel and brand building, client events and conferences, training and retention of senior management and other support personnel in enabling functions, telecommunications, utilities, travel and other miscellaneous administrative costs. SG&A expenses also include legal and professional fees (which represent the costs of third party legal, tax, accounting, immigration and other advisors), investment in product development, digital technology, advanced automation and robotics, related to grants of our equity awards to members of our board of directors. The increase in SG&A expense compared to the previous period is primarily due to higher legal and underwriting fees and expenses incurred for business events held during the current period, which were not present in the previous period.

Other income/expenses, net. We have recognized $207,538 in interest income (net) for the three months ended March 31, 2026, as compared to $240,500 during the three months ended March 31, 2025. The decrease in net income was primarily attributable to the decrease in interest expense on convertible notes during the three months ended March 31, 2026, which was incurred in the prior year period offset by reversal of provision for doubtful debts during the three months period ended March 31, 2025.

Income tax expense. For the three months ended March 31, 2026, our income tax expense increased by $151,352 as compared to nil during the three months period ended March 31, 2025, primarily due to the recognition of income tax expense in our Indian operations for the first time. Historically, our Indian subsidiary had incurred tax losses and was not subject to current income tax. However, during the current period, the Indian operations generated sufficient taxable profits, resulting in the recognition of current tax expense.

Net Loss. We incurred net loss of $3,582,571 for the three months ended March 31, 2026, as compared to a net loss of $5,681,353 for the three months ended March 31, 2025. The decrease in net loss from March 31, 2026 to March 31, 2025 is primarily the result of increase in gross profit by $4,240,013 and reduction in Research & development expense by $14,655 offset by increases in SG&A expense by $1,091,604, Stock compensation expense by $765,103, Depreciation and amortization expense of $114,865 and income tax expense of $151,352.

Liquidity and Capital Resources

The Company expects to require substantial funds for scaling up its operations, for incurring capital expenditure to have its own in-house machining and tooling capacity and to continue to finance its research and development work in the field of surgical robotics.

	For the three months ended
Particulars	March 31, 2026			March 31, 2025
Net cash provided by operating activities:
Net loss		(3,582,571	)		(5,681,353	)
Non-cash adjustments		3,239,977			2,384,745
Change in operating assets and liabilities		(1,969,342	)		(2,806,766	)
Net cash used in operating activities		(2,311,936	)		(6,103,375	)
Net cash used in investing activities		(54,189	)		(872,804	)
Net cash provided by financing activities		18,159,697			22,406,019
Net change in cash		15,793,572			15,429,841
Effect of exchange rate on cash		(1,390,912	)		25,412
Cash at beginning of year		9,603,020			6,623,535
Cash at end of year		24,005,680			22,078,788

Cash Flows from Operating Activities

During the three months ended March 31, 2026, net cash used in operating activities was $2,311,936 resulting from our net loss of $3,582,571 partially offset by non-cash charges of $3,239,977 primarily driven by depreciation charges, operating lease expense and stock compensation expense. We had cash used in our operating assets and liabilities of $1,969,342 primarily driven by increases in prepaid and other assets offset by increase in deferred revenue and decrease in accounts payables.

During the three months ended March 31, 2025, net cash used in operating activities was $6,103,374 resulting from our net loss of $5,681,353 partially offset by non-cash charges of $2,384,745 primarily driven by depreciation charges, operating lease expense and stock compensation expense. We had cash used in our operating assets and liabilities of $2,806,766 primarily driven by increases in inventory, prepaid and other assets offset by a decrease in accounts receivables and increase in deferred revenue.

Cash Flows from Investing Activities

During the three months ended March 31, 2026, we had net cash used in investing activities of $54,189 in purchase of property and equipment.

During the three months ended March 31, 2025, we had net cash used in investing activities of $872,804 in purchase of property and equipment.

Cash Flows from Financing Activities

Net cash provided by financing activities was $18,159,697 for the three months ended March 31, 2026, compared to $22,406,019 for the three months ended March 31, 2025. Financing activities during the current period were primarily driven by net proceeds of $18,446,498 from Private Investment in Public Equity, partially offset by net repayments under the bank overdraft facility of $286,801.

During the three months ended March 31, 2025, we had net cash provided by financing activities of $22,406,019, which comprised of proceeds from $28,000,000 from issuance of convertible notes to our principal shareholder offset by repayment of convertible notes to principal shareholder and other investors amounting to $4,212,637 and $1,068,849 respectively, partially offset by net repayments under the bank overdraft facility of $312,495.

Critical Accounting Policies

Use of Estimates

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

We consider the policies discussed below to be critical to an understanding of our condensed consolidated financial statements, as their application places the most significant demands on management’s judgment regarding matters that are inherently uncertain at the time an estimate is made.

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

These accounting policies, estimates and the associated risks are set out below. Future events may not develop exactly as forecasted and estimates routinely require adjustment.

Stock Compensation Expense

As of March 31, 2026, the Company has issued two types of equity incentives:

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 the Company’s 2016 Stock Incentive Plan is measured at fair value using a Black-Scholes option-pricing model at commencement of each offering period and recognized over that offering period.

Stock Units (Restricted Stock Units, or RSUs): These 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.

Standalone Selling Price

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures and internal control over financial reporting, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2026.

To ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation performed as of March 31, 2026, as a result of the material weaknesses in internal control over financial reporting that are previously disclosed under “Part II - Item 9A - Controls and Procedures” in our Annual Report on Form 10-K for the year ended December 31, 2025, our Chief Executive Officer and Chief Financial Officer determined that our disclosure controls and procedures were not effective as of such date in that:

●

We failed to design adequate controls and procedures to provide reasonable assurance that U.S. GAAP was being properly applied to the matters resulting into the restatement of our quarterly financial statements, including recognition of revenue in case of deferred payment sales, recognition of right of use of certain assets and lease liabilities and functional and other classifications, also leading to certain accounting errors as described in details in the restatement notes as included in the respective amended quarterly financial statements.

●

We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.

●

We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Remediation Plan

The Company has been addressing and remediating these material weaknesses with the support and assistance of the accounting and financial staff employed by our Indian operating subsidiary. We have enhanced the review process for significant transactions to ensure proper accounting treatment under applicable guidelines and have engaged the external experts to provide guidance to the Company staff in the areas of financial reporting, internal controls, and enterprise risk management and assist it in the application of accounting principles to complex transactions. This external expert group is also helping the Company in strengthening its existing internal controls, policies and Standard Operating Procedures (“SOPs”) in all the major functional areas.

In addition, we have also engaged services of external experts in the field of designing, development and implementation of a comprehensive cloud-based ERP system. The ERP implementation process involves a detailed process study of each of the business functions and engagement with their respective process owners, identifying their linkages with other business functions and designing report formats, data sourcing and customizing the ERP system and training of the respective teams to meet the business data flow and reporting requirements of each business function. Post completion of roll out of all the functional modules under this new cloud-based ERP system which is designed to integrate all business functions within the accounting and financial department would help us in further addressing the abovementioned weaknesses.

Our Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls or internal controls will prevent all errors and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of any control system is subject to resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the fact that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Controls Over Financial Reporting

Except for the remediation efforts described above, there were no changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

In addition to matters which have been reported in the Company’s previous periodic filings under the Securities Exchange Act of 1934, as amended, from time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in any such matter may harm the Company’s business.

Item 1A. Risk Factors.

As a “smaller reporting company,” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description of Exhibit
31.1		Section 302 Certification – Chief Executive Officer⁽¹⁾
31.2		Section 302 Certification – Chief Financial Officer⁽¹⁾
32.1		Section 906 Certification – Chief Executive Officer⁽¹⁾
32.2		Section 906 Certification – Chief Financial Officer⁽¹⁾
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1)	Filed herewith.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 13, 2026	SS INNOVATIONS INTERNATIONAL, INC.

	By:	/s/ Millan Rao
		Millan Rao
		Group Chief Financial Officer
		(Principal Financial and Accounting Officer)

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