SS Innovations International, Inc.

Previous wording

During the three months and six months period ended June 30, 2025, we sold 8 and 25 surgical robotic systems respectively. In addition, during the three month period ended June 30, 2025, we installed 5 systems on a pay-per-use basis and 1 system on a demonstration basis.

Current wording

During the three and nine months ended September 30, 2025, we sold 28 and 55 surgical robotic systems, respectively. In addition, during the three month period ended September 30, 2025, we installed one system on a pay-per-use basis and one system on a demonstration basis.

Previous wording

To date, the Company has mainly relied on debt and equity raised in private offerings to finance its operations. During 2025, the Company plans to raise additional capital through further private or public offerings. 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 and marketing activities.

Current wording

To date, the Company has mainly relied on debt and equity raised in private offerings to finance its operations. During the balance of 2025, the Company plans to raise additional capital through further private or public offering 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 and marketing activities.

Previous wording

Total Revenue. For the three months ended June 30, 2025,we had revenues of $10,000,305 (comprised $8,781,038 of system sales, $1,007,830 of instrument sales, $193,359 of warranty sales and lease income $18,078), as compared to $4,509,126 (comprising $4,258,198 of system sales and $204,121 of instrument sales $28,795 of warranty sales and lease income $18,012) for the three months ended June 30, 2024. The increase in revenue is primarily due to an increase in the number of SSI Mantra 3 surgical robotic systems and instruments during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024.

Current wording

Total Revenue. For the three months ended September 30, 2025,we had revenues of $12,829,349 (comprised of $11,705,375 of system sales, $854,440 of instrument sales, $244,399 of warranty sales and lease income $25,135), as compared to $4,386,516 (comprised of $3,969,805 of system sales, $337,580 of instrument sales $58,547 of warranty sales and lease income $20,584) for the three months ended September 30, 2024. The increase in revenue is primarily due to an increase in the number of SSi Mantra 3 surgical robotic systems and instruments during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024.

Previous wording

Gross profit. For the three months ended June 30, 2025, we had gross profit of $5,915,058, as compared to $1,437,786 for the three months ended June 30, 2024. The increase in gross profit margin was on account of decreases in raw material prices and improvements in manufacturing processes which resulted in less consumption of raw material from the 2024 quarter to the 2025 quarter.

Current wording

Gross profit. For the three months ended September 30, 2025, we had gross profit of $6,164,936, as compared to $2,317,407 for the three months ended September 30, 2024. The increase in gross profit margin was on account of decreases in raw material prices and improvements in manufacturing processes which resulted in less consumption of raw material from the 2024 quarter to the 2025 quarter.

Previous wording

*Research and development expense.*Research and development expenses were $498,600 for the three months ended June 30, 2025, as compared to $759,004 for the three months ended June 30, 2024. Research and development expense primarily consists of salaries paid to engineers, amounting to $411,505 and $431,920 for the three months ended June 30, 2025 and 2024, respectively. The decrease in research and development expenses compared to the prior period is primarily due to the nature of activities undertaken. In the previous quarter, we incurred higher research and development costs while working on the development of Mantra 3.0, whereas in the current quarter, our research and development efforts were focused on routine product enhancements, which involved relatively lower expenditure.

Current wording

*Research and development expense.*Research and development expenses were $786,319 for the three months ended September 30, 2025, as compared to $442,839 for the three months ended September 30, 2024. Research and development expense primarily consists of salaries paid to engineers, amounting to $691,273 and $333,625 for the three months ended September 30, 2025 and 2024, respectively. The increase in research and development expenses compared to the prior period is primarily due to the nature of activities undertaken. Our research and development efforts were focused on routine product enhancements, which involved relatively lower expenditure.

Previous wording

*Stock compensation expense.*We had stock compensation expenses of $1,630,295 and $2,443,792 during three months ended June 30, 2025 and 2024, respectively. The substantial decrease in the stock compensation expense is primarily due to reversal of expenses relating to resigned employees during three months ending June 30, 2025.

Current wording

*Stock compensation expense.*We had stock compensation expenses of $2,095,163 and $2,451,355 during the three months ended September 30, 2025 and 2024, respectively. The substantial decrease in the stock compensation expense is primarily due to reversal of expenses relating to resigned employees during the three months ending September 30, 2025.

Previous wording

*Depreciation and amortization expense.*We had depreciation and amortization expense of $260,361 for three months ended June 30, 2025, as compared to $90,476 for three months ended June 30, 2024. The depreciation and amortization expenses primarily consist of depreciation on fixed assets.

Current wording

*Depreciation and amortization expense.*We had depreciation and amortization expense of $297,173 for three months ended September 30, 2025, as compared to $119,502 for three months ended September 30, 2024. The depreciation and amortization expenses primarily consist of depreciation on fixed assets.

Previous wording

Selling, general and administrative expense. We incurred $3,428,788 in selling, general and administrative (“SG&A”) expense during the three months ended June 30, 2025, as compared to $2,244,703 for the three months ended June 30, 2024.

Current wording

Selling, general and administrative expense. We incurred $4,821,552 in selling, general and administrative (“SG&A”) expense during the three months ended September 30, 2025, as compared to $2,508,479 for the three months ended September 30, 2024.

Previous wording

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 expense also includes acquisition-related costs, 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 expenses compared to the previous period is primarily due to higher legal and underwriting fees, increased expenses associated with the Company’s uplisting to NASDAQ, and expenses incurred for business events held during the current period, which were not present in the previous period.

Current wording

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 expense also includes acquisition-related costs, 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.

Previous wording

*Income tax expense.*For the three months ended June 30, 2025 our income tax expense increased by $353,729 as compared to nil during the three months period ended June 30, 2024, 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 utilization of previously unrecognized deferred tax assets and recognition of current tax expense.

Current wording

*Income tax expense.*For the three months ended September 30, 2025 our income tax expense increased by $1,847,059 as compared to nil during the three months period ended September 30, 2024, 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.

Previous wording

Net Loss. We incurred net loss of $256,691 for the three months ended June 30, 2025, as compared to a net loss of $4,140,570 for the three months ended June 30, 2024. The decrease in net loss from June 30, 2024 to June 30, 2025 is primarily the result of increases in gross profit by $4,477,272 and reduction in stock compensation expense by $813,497 offset by increases in SG&A by $1,184,085 and income tax expense of $353,729.

Current wording

Net Loss. We incurred net loss of $3,717,964 for the three months ended September 30, 2025, as compared to a net loss of $3,245,483 for the three months ended September 30, 2024. The decrease in net loss from September 30, 2024 to September 30, 2025 is primarily the result of increases in gross profit by $3,847,529 and reduction in stock compensation expense by $356,192 offset by increases in SG&A expense by $2,313,073 and income tax expense of $1,847,059.

Previous wording

*Total Revenue.*We had revenues of $15,120,915 (comprising $13,283,520 of system sales, $1,485,038 of instrument sales, $315,863 of warranty sales and lease income $36,494), for the six months ended June 30, 2025, compared to $8,146,819 (comprising $7,752,957 of system sales and $322,636 of instrument sales, $38,202 of warranty sales and lease income of $33,024) for the six months ended June 30, 2024. The increase in revenue is primarily due to sale of increased number of surgical robotic systems and instruments in the June 2025 period, as compared to the June 2024 period.

Current wording

*Total Revenue.*We had revenues of $27,950,265 (comprised of $24,988,895 of system sales, $2,339,478 of instrument sales, $560,262 of warranty sales and lease income of $61,629), for the Nine months ended September 30, 2025, compared to $12,533,335 (comprising $11,722,762 of system sales and $660,216 of instrument sales, $96,749 of warranty sales and lease income of $53,608) for the nine months ended September 30, 2024. The increase in revenue is primarily due to sale of increased number of surgical robotic systems and instruments in the September 2025 period, as compared to the September 2024 period.

Previous wording

Gross profit. We had gross profit of $7,002,266 for the six months ended June 30, 2025, as compared to $2,165,968 for the six months ended June 30, 2024. The increase in gross profit margin was on account of decreases in raw material prices and improvements in manufacturing processes which resulted in less consumption of raw material from the 2024 quarter to the 2025 quarter.

Current wording

Gross profit. We had gross profit of $13,167,202 for the nine months ended September 30, 2025, as compared to $4,483,375 for the nine months ended September 30, 2024. The increase in gross profit margin was on account of decreases in raw material prices and improvements in manufacturing processes which resulted in less consumption of raw material from the 2024 quarter to the 2025 quarter.

Previous wording

*Research and development expense.*Research and development expenses were $1,508,695 during the six months ended June 30, 2025 as compared to $1,286,995 for the six months ended June 30, 2024. Research and development expense primarily consists of salaries paid to engineers, amounting to $720,652 and $618,471 for the six months period ended June 30, 2025 and June 30, 2024, respectively. The increase in research and development expenses as compared to the prior period is in line with the Company’s continued focus on improving the design and technological capabilities of its existing SSi Mantra system and further expanding its product offerings till the previous quarter.

Current wording

*Research and development expense.*Research and development expenses were $2,295,014 during the nine months ended September 30, 2025 as compared to $1,729,834 for the nine months ended September 30, 2024. Research and development expense primarily consists of salaries paid to engineers, of $1,102,778 and $954,621 for the nine months ended September 30, 2025 and September 30, 2024, respectively. The increase in research and development expenses as compared to the prior period is in line with the Company’s continued focus on improving the design and technological capabilities of its existing SSi Mantra system and further expanding its product offerings till the previous quarter.

Previous wording

*Stock compensation expense.*We had stock compensation expense of $4,009,507 and $9,552,542 during six months ended June 30, 2025 and June 30, 2024, respectively. The substantial decrease in the stock compensation expense is primarily due to reversal of expenses relating to resigned employees during the current period.

Current wording

*Stock compensation expense.*We had stock compensation expense of $6,104,670 and $12,003,897 during nine months ended September 30, 2025 and September 30, 2024, respectively. The substantial decrease in the stock compensation expense is primarily due to reversal of expenses relating to resigned employees during the current period.

Previous wording

*Depreciation and amortization expense.*We had depreciation and amortization expense of $469,243 for the period ended June 30, 2025, as compared to $170,577 for the period ended June 30, 2024. The depreciation and amortization expenses primarily consist of depreciation on fixed assets only.

Current wording

*Depreciation and amortization expense.*We had depreciation and amortization expense of $766,416 for the nine months ended September 30, 2025, as compared to $290,079 for the nine months ended September 30, 2024. The depreciation and amortization expenses primarily consist of depreciation on fixed assets only.

Previous wording

*Selling, general and administrative expense.*We incurred $6,638,587 in general and administrative expenses during the six months ended June 30, 2025, as compared to $5,088,362 in June 30, 2024, respectively.

Current wording

*Selling, general and administrative expense.*We incurred $11,460,139 in SG&A expenses during the nine months ended September 30, 2025, as compared to $7,596,841 for the nine months ended in September 30, 2024.

Previous wording

Other income/expenses. We earned other income of $39,451 for the six months ended June 30, 2025, as compared to $49,815 of other expenses during the six months ended June 30, 2024. The increase in interest income by $253,306 relating to fixed deposits which is offset by increase in interest expense by $164,040 related to interest on bank overdraft facility and convertible notes.

Current wording

Other income/expenses. We earned other income of $3,817 for the nine months ended September 30, 2025, as compared to $90,530 of other expenses during the nine months ended September 30, 2024. The increase in interest income by $187,407 relating to fixed deposits which is offset by increase in interest expense by $93,060 related to interest on bank overdraft facility and convertible notes.

Previous wording

Income tax expense. For the six months ended June 30, 2025 our income tax expense increased by $353,729 as compared to nil during the six months period ended June 30, 2024, 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 utilization of previously unrecognized deferred tax assets and recognition of current tax expense.

Current wording

Income tax expense. For the nine months ended September 30, 2025 our income tax expense increased by $2,200,788 as compared to nil during the nine months ended September 30, 2024, 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.

Previous wording

*Net Loss.*We incurred a net loss of $5,938,044 for the six months ended June 30, 2025, as compared to a net loss of $13,982,323 for the six months ended June 30, 2024. The decrease in net loss from June 30, 2024 to June 30, 2025 is primarily the result of the increase in gross profit by $4,836,298, decrease in stock compensation expense by $5,543,035 offset by increase in selling, general and administrative expenses of $1,550,225 and income tax expense of $353,729.

Current wording

*Net Loss.*We incurred a net loss of $9,656,008 for the nine months ended September 30, 2025, as compared to a net loss of $17,227,806 for the nine months ended September 30, 2024. The decrease in net loss from the nine months ended September 30, 2024, to the nine months ended September 30, 2025 is primarily the result of the increase in gross profit by $8,683,827, decrease in stock compensation expense by $5,899,227 offset by increase in SG&A expense of $3,863,298 and income tax expense of $2,200,788.

Previous wording

Effective February 14, 2024, the Company sold $2,450,000 in principal amount of 7% Convertible One-Year Promissory Notes (the “Bridge Notes”) to five investors in a private transaction, one of whom was Sushruta Pvt Ltd. (“Sushruta*”*), Sushruta, the Bahamian holding company of Dr. Sudhir Srivastava, our founder, Chairman, Chief Executive Officer and controlling shareholder, who subscribed for a $1,000,000 Bridge Note. Interest on the Bridge Notes accrued at the rate of 7% per annum and was payable together with the principal amount upon maturity, which was one year from issuance. The Bridge Notes were convertible at the option of the noteholders, at any time prior to maturity into shares of our common stock at a conversion price of $4.45 per share. Sushruta’s Bridge Note, together with accrued interest thereon, was repaid upon maturity in February 2025.

Current wording

Effective February 14, 2024, the Company sold $2,450,000 in principal amount of 7% Convertible One-Year Promissory Notes (the “Bridge Notes”) to five investors in a private transaction, one of whom was Sushruta Pvt Ltd. (“Sushruta”), Sushruta, the Bahamian holding company of Dr. Sudhir Srivastava, our founder, Chairman, Chief Executive Officer and controlling stockholder, who subscribed for a $1,000,000 Bridge Note. Interest on the Bridge Notes accrued at the rate of 7% per annum and was payable together with the principal amount upon maturity, which was one year from issuance. The Bridge Notes were convertible at the option of the noteholders, at any time prior to maturity into shares of our common stock at a conversion price of $4.45 per share. Sushruta’s Bridge Note, together with accrued interest thereon, was repaid upon maturity in February 2025.

Previous wording

While we have been successful in raising funds to meet our working capital needs to date, believe that we have the resources to do so for the balance, we do not have any committed sources of funding and there are no assurances that we will be able to secure additional funding if and when needed. The condensed consolidated financial statements included in this report have been prepared assuming that the Company will continue as a going concern. If we cannot obtain financing, then we may be forced to further curtail our operations or consider other strategic alternatives. Even if we are successful in raising the additional financing, there is no assurance regarding the terms of any additional investment and any such investment or other strategic alternative would likely substantially dilute our current shareholders. These factors raise a substantial doubt about the Company’s ability to continue as a going concern.

Current wording

While we have been successful in raising funds to meet our working capital needs to date, believe that we have the resources to do so for the balance, we do not have any committed sources of funding and there are no assurances that we will be able to secure additional funding if and when needed. The condensed consolidated financial statements included in this report have been prepared assuming that the Company will continue as a going concern. If we cannot obtain financing, then we may be forced to further curtail our operations or consider other strategic alternatives. Even if we are successful in raising the additional financing, there is no assurance regarding the terms of any additional investment, and any such investment or other strategic alternative would likely substantially dilute our current stockholders. These factors raise a substantial doubt about the Company’s ability to continue as a going concern.

Previous wording

During the six months ended June 30, 2025, net cash used in operating activities was $9,555,703 resulting from our net loss of $5,938,044 partially offset by non-cash charges of $4,149,120 primarily driven by depreciation charges, operating lease expense and stock compensation expense. We had cash used in our operating assets and liabilities of $7,766,779 primarily driven by increase in inventory, prepaid and other assets and accounts receivables offset by increase in deferred revenue, accounts payable, accrued expenses and other liabilities.

Current wording

During the nine months ended September 30, 2025, net cash used in operating activities was $17,023,417 resulting from our net loss of $9,656,008 partially offset by non-cash charges of $7,431,442 primarily driven by depreciation charges, operating lease expense, Interest expense (net), Interest and other income, net, credit loss reserve, advisory share expense and other stock compensation expense. We had cash used in our operating assets and liabilities of $17,023,417 primarily driven by an increase in inventory, prepaid and other assets and accounts receivables offset by an increase in deferred revenue, accounts payable, accrued expenses, prepaids and other noncurrent assets, operating lease expense and other liabilities.

Previous wording

During the six months ended June 30, 2024, net cash used in operating activities was $3,694,486 resulting from our net loss of $13,982,323 partially offset by non-cash charges of $10,661,083 primarily driven by credit loss reserve, depreciation charges and stock compensation expense. We had cash used in our operating assets and liabilities of $373,246 primarily driven by increases in inventory, accounts payable and prepaid expenses.

Current wording

During the nine months ended September 30, 2024, net cash used in operating activities was $6,241,269 resulting from our net loss of $17,227,806 partially offset by non-cash charges of $13,528,234 primarily driven by credit loss reserve, depreciation charges, operating lease expense, interest expense (net) and stock compensation expense. We had cash used in our operating assets and liabilities of $2,541,697 primarily driven by inventory, accounts payable, Receivables from / payables to related parties, deferred revenue, accrued expenses and other current liabilities, other noncurrent liabilities and prepaid expenses.

Previous wording

During the six months ended June 30, 2025, we had net cash used in investing activities of $1,189,452 in purchase of property and equipment.

Current wording

During the nine months ended September 30, 2025, we had net cash used in investing activities of $1,944,527 in purchase of property and equipment.

Previous wording

During the six months ended June 30, 2024, we had net cash used in investing activities of $2,239,139 in purchase of property and equipment.

Current wording

During the nine months ended September 30, 2024, we had net cash used in investing activities of $536,337 in purchase of property and equipment.

Previous wording

During the six months ended June 30, 2025, we had net cash provided by financing activities of $21,703,921, which comprised of proceeds of $28,000,000 from issuance of convertible notes to our principal shareholder offset by repayment of convertible notes to our principal shareholder and other investors amounting to $4,212,637 and $1,068,849 respectively and repayment of bank overdraft by $1,014,593.

Current wording

During the nine months ended September 30, 2025, we had net cash provided by financing activities of $24,793,391, which comprised of proceeds of $28,000,000 from issuance of convertible notes to our principal stockholder and proceeds from our bank overdraft facility (net) by $2,074,877 offset by repayment of convertible notes to our principal stockholder and other investors amounting to $4,212,637 and $1,068,849, respectively.

Previous wording

During the six months ended June 30, 2024, we had net cash, provided by financing activities of $5,292,610, which comprised of $842,610 in proceeds from our bank overdraft facility (net), $4,450,000 in proceeds from issuance of convertible notes to our principal shareholder and other investors as set forth above.

Current wording

During the nine months ended September 30, 2024, we had net cash, provided by financing activities of $6,014,946, which comprised of $1,064,946 in proceeds from our bank overdraft facility (net), $1,000,000 in proceeds from issuance of convertible notes to Sushruta, $ 1,450,000 proceeds from issuance of convertible notes to other investors and $2,500,000 in proceeds from issuance of promissory notes to Sushruta.

Previous wording

While we have been successful in raising funds to finance our operations since inception and we believe that we will be successful in obtaining the necessary financing to fund our operations going forward, we do not have any committed sources of funding and there are no assurances that we will be able to secure additional funding. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, if we cannot obtain financing, then we may be forced to further curtail our operations or consider other strategic alternatives. Even if we are successful in raising the additional financing, there is no assurance regarding the terms of any additional investment and any such investment or other strategic alternative would likely substantially dilute our current shareholders.

Current wording

While we have been successful in raising funds to finance our operations since inception and we believe that we will be successful in obtaining the necessary financing to fund our operations going forward, we do not have any committed sources of funding and there are no assurances that we will be able to secure additional funding. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, if we cannot obtain financing, then we may be forced to further curtail our operations or consider other strategic alternatives. Even if we are successful in raising the additional financing, there is no assurance regarding the terms of any additional investment, and any such investment or other strategic alternative would likely substantially dilute our current stockholders.

Previous wording

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 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.

Current wording

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.

Previous wording

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 exchange as grant date fair value for RSUs.

Current wording

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.