SS Innovations International, Inc.

Summary Compensation Table

The table below summarizes all compensation awarded to earned by or paid to our Chief Executive Officer and our other executive officers for the years ended December 31, 2024.

Employment Agreements

The Company, through Otto Pvt. Ltd., an indirect, wholly owned subsidiary was party to employment agreements with each of Dr. Sudhir Srivastava, Anup Kumar Sethi and Dr. Vishwajyoti P. Srivastava. Dr. Sudhir Srivastava’s employment agreement with a base annual salary of $600,000 was with Otto Pvt Ltd. for a five-year period expiring in September 2026. Effective August 1, 2024, his employment agreement was moved to the Company on similar compensation terms now expiring in July 2027. Mr. Sethi’s employment agreement with an annual base salary of $175,000 was also with Otto Pvt Ltd. for a five-year (5-year) period expiring in January 2028. Effective August 1, 2024, his engagement contract was moved to the subsidiary company in India on the same terms of compensation (now payable in local currency) having a term of five years. Dr. Vishwajyoti P. Srivastava’s employment agreement with an annual base salary of $ 200,000 was also with Otto Pvt Ltd. and effective August 1, 2024, it was restructured as a consulting agreement with the Company with the same annual base compensation of $200,000 now expiring in July 2026. Each of the employment/consulting/engagement agreements contain customary confidentiality, assignment of proprietary rights, non-competition and non-solicitation provisions.

The Company is party to an employment agreement with Barry F. Cohen for a three-year (3-year) period expiring in April 2026, which provides for an annual base salary of $180,000. The employment agreement also provides for reimbursement of other reasonable business expenses incurred by Mr. Cohen in the performance of his duties and contains customary confidentiality, assignment of proprietary rights, non-competition and non-solicitation provisions.

Outstanding Equity Awards at Fiscal Year-End Table

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each of our executive officers outstanding as of December 31, 2024.

The above are options to purchase common stock granted under our Incentive Plan. The options vest in five equal annual instalments commencing upon the date of grant and expire five years from the date of grant.

Compensation of Directors Table

The table below summarizes all compensation paid to our directors for the year ended December 31, 2024, our last completed fiscal year.

Narrative Disclosure to the Director Compensation Table

The Company has not established a formal compensation arrangement for its non-employee directors but anticipates that they will initially be compensated with periodic grant of options under the 2016 Incentive Stock Plan, in the discretion of the board of directors. Non-employee directors are also reimbursed for travel and lodging expenses in connection with their attendance at in-person meetings of the board. When the Company is sufficiently capitalized, the Company may institute payment of cash directors’ fees to its non-employee directors in amounts to be determined at that time.

2016 Incentive Stock Plan

Our 2016 Incentive Stock Plan (the**“Incentive Stock Plan**”) provides for equity incentives to be granted to our employees, executive officers or directors or to key advisers or consultants. Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the underlying shares as determined pursuant to the 2016 Plan, restricted stock awards, other stock-based awards, or any combination of the foregoing. In the absence of a compensation committee, the 2016 Plan was administered by the board of directors. However, with the recent constitution of compensation committee, the Plan will henceforth be administered by the compensation committee, 3,000,000 shares of our common stock were originally reserved for issuance pursuant to the exercise of awards under the 2016 Plan. In August 2019, our board of directors and our majority shareholders approved an increase in the number of shares reserved under the 2016 Plan to 10,000,000 shares of our common stock. Our board of directors and majority shareholders in July 2022, approved a subsequent increase in the number of shares of our common stock reserved under the 2016 Plan to 20,000,000 shares of common stock. Our board of directors and majority shareholders in October 2023 mandated to keep 10% of our issued and outstanding common shares reserved under the 2016 Incentive Stock Plan. As of December 31, 2024, we have granted options to purchase 7,767,431 shares under the 2016 Plan, exercisable at $5.00 per share and 4,375,407 shares in stock grants.