SSII Amends 10-K to Add Clawback Policy, Certifications
Ticker: SSII · Form: 10-K/A · Filed: Mar 31, 2026 · CIK: 0001676163
Sentiment: neutral
Topics: 10-K/A, SEC Filing, Corporate Governance, Clawback Policy, Regulatory Compliance, Executive Compensation, Sarbanes-Oxley
Related Tickers: SSII
TL;DR
**SSII's 10-K/A is a minor compliance fix, adding a clawback policy and certifications, but doesn't change the underlying financials – a non-event for traders.**
AI Summary
SS Innovations International, Inc. (SSII) filed a Form 10-K/A on March 31, 2026, to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The primary purpose of this amendment is to include Exhibit 97.1, the Clawback Policy, which was inadvertently omitted from the original filing on March 10, 2026. This amendment also includes new Section 302 certifications from the principal executive officer, Dr. Sudhir Prem Srivastava, and the principal financial officer, Milan Rao, as required by the Sarbanes-Oxley Act of 2002. The filing explicitly states that no financial statements are included, no previously reported financial results are changed, and no events subsequent to the original 10-K filing are reflected. The company's common stock, par value $0.0001 per share, is traded on The Nasdaq Stock Market LLC, and its aggregate market value of voting and non-voting common equity held by non-affiliates was $270,113,872 as of the last business day of the most recently completed second fiscal quarter. As of March 9, 2026, there were 200,231,535 shares of common stock outstanding.
Why It Matters
This 10-K/A filing is crucial for investors as it addresses a regulatory compliance issue by including the omitted Clawback Policy (Exhibit 97.1) and updated Section 302 certifications. The inclusion of a Clawback Policy demonstrates SSII's commitment to corporate governance and accountability, which can build investor confidence by mitigating risks associated with executive compensation. While not impacting financial results, the amendment ensures the company meets SEC requirements, potentially reducing regulatory scrutiny. In a competitive market, robust governance practices like this can differentiate SSII from peers and signal operational maturity to institutional investors.
Risk Assessment
Risk Level: low — The risk level is low because this 10-K/A is a technical amendment solely to include an omitted exhibit (Clawback Policy, Exhibit 97.1) and updated Section 302 certifications. The filing explicitly states it does not modify or update financial disclosures, change previously reported financial results, or reflect any subsequent events, indicating no new financial or operational risks.
Analyst Insight
Investors should view this as a routine compliance update rather than a material change to SSII's financial health or operational outlook. No immediate action is required based on this amendment, but investors should continue to monitor future filings for substantive updates on the company's performance and strategic direction.
Executive Compensation
| Name | Title | Total Compensation |
|---|---|---|
| Dr. Sudhir Prem Srivastava | Principal Executive Officer | |
| Milan Rao | Principal Financial Officer | |
| Dr. Vishwajyoti P. Srivastava | ||
| Barry F. Cohen |
Key Numbers
- $270.1M — Aggregate Market Value of Non-Affiliate Equity (Market value as of the last business day of the most recently completed second fiscal quarter.)
- 200.2M — Shares Outstanding (Total common stock shares outstanding as of March 9, 2026.)
- 2025-12-31 — Fiscal Year End (The fiscal year to which the amended 10-K report pertains.)
- 2026-03-10 — Original 10-K Filing Date (Date the initial 10-K was filed before this amendment.)
- 2026-03-31 — 10-K/A Filing Date (Date this Amendment No. 1 on Form 10-K/A was filed.)
Key Players & Entities
- SS Innovations International, Inc. (company) — registrant
- SEC (regulator) — Securities and Exchange Commission
- Dr. Sudhir Prem Srivastava (person) — Chairman and Chief Executive Officer
- Milan Rao (person) — Global Chief Operating Officer and Chief Financial Officer
- Nasdaq Stock Market LLC (company) — exchange where common stock is registered
- $270,113,872 (dollar_amount) — aggregate market value of voting and non-voting common equity held by non-affiliates
- 200,231,535 (dollar_amount) — shares outstanding of common stock as of March 9, 2026
- Sarbanes-Oxley Act of 2002 (regulator) — Act requiring certifications
FAQ
Why did SS Innovations International, Inc. file a Form 10-K/A?
SS Innovations International, Inc. filed a Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, primarily to include Exhibit 97.1, the Clawback Policy, which was inadvertently omitted, and to provide new Section 302 certifications.
What is the significance of Exhibit 97.1 in SSII's 10-K/A?
Exhibit 97.1 is the Clawback Policy, which is significant because its inclusion demonstrates SSII's commitment to corporate governance and accountability regarding executive compensation, ensuring the company can recover incentive-based compensation under certain circumstances.
Did SS Innovations International, Inc.'s financial results change with this 10-K/A filing?
No, the 10-K/A explicitly states that it does not modify or update the disclosures in, or any exhibits to, the Form 10-K, nor does it change any previously reported financial results. It is solely for the inclusion of an omitted exhibit and new certifications.
Who signed the new Section 302 certifications for SS Innovations International, Inc.?
The new Section 302 certifications for SS Innovations International, Inc. were signed by Dr. Sudhir Prem Srivastava, Chairman and Chief Executive Officer, and Milan Rao, Global Chief Operating Officer and Chief Financial Officer, on March 31, 2026.
What was the aggregate market value of SSII's common equity held by non-affiliates?
As of the last business day of SS Innovations International, Inc.'s most recently completed second fiscal quarter, the aggregate market value of voting and non-voting common equity held by non-affiliates was $270,113,872.
How many shares of common stock did SS Innovations International, Inc. have outstanding?
As of March 9, 2026, SS Innovations International, Inc. had 200,231,535 shares of its common stock, with a $0.0001 par value, outstanding.
What is the primary business of SS Innovations International, Inc.?
While the 10-K/A itself does not detail the primary business, the filing identifies SS Innovations International, Inc. as the registrant, indicating it is a company that files with the SEC, and its address is in Gurugram, Haryana, India, suggesting an international operational scope.
What is the impact of this 10-K/A on investors in SS Innovations International, Inc.?
For investors, this 10-K/A primarily signifies SS Innovations International, Inc.'s adherence to regulatory requirements and improved corporate governance through the inclusion of a Clawback Policy. It does not present new financial information or risks, so the direct impact on investment decisions is minimal.
Where is SS Innovations International, Inc. incorporated and where are its principal offices?
SS Innovations International, Inc. is incorporated in Florida and its principal executive offices are located at 405, 3rd Floor, iLabs Info Technology Centre, Udyog Vihar, Phase III, Gurugram, Haryana 122016, India.
What is the trading symbol and exchange for SS Innovations International, Inc. common stock?
The common stock of SS Innovations International, Inc. trades under the symbol SSII on The Nasdaq Stock Market LLC.
Industry Context
SS Innovations International, Inc. operates within the technology sector, which is characterized by rapid innovation, intense competition, and evolving regulatory landscapes. Companies in this space often rely on intellectual property and strategic partnerships to maintain market share. The inclusion of specific employment and services agreements, along with corporate governance documents like committee charters and a clawback policy, suggests a focus on robust internal controls and executive accountability, which are critical for investor confidence in this dynamic industry.
Regulatory Implications
The filing of Section 302 certifications by the CEO and CFO underscores the company's commitment to compliance with the Sarbanes-Oxley Act. The inclusion of the Clawback Policy (Exhibit 97.1) signals adherence to evolving corporate governance standards, particularly concerning executive compensation recovery mechanisms, which are increasingly scrutinized by regulators and investors.
What Investors Should Do
- Review Exhibit 97.1 (Clawback Policy)
- Note the inclusion of new Section 302 certifications
- Confirm no changes to prior financial statements
Key Dates
- 2025-12-31: Fiscal Year End — Marks the end of the reporting period for the original 10-K filing.
- 2026-01-08: Filing of Form 8-K referencing Services Agreement with Milan Rao — Indicates a key employment or service agreement was disclosed.
- 2026-03-10: Original Form 10-K Filing Date — The initial annual report was filed for the fiscal year ended December 31, 2025.
- 2026-03-31: Form 10-K/A Filing Date — Amendment filed to include the Clawback Policy (Exhibit 97.1) and new Section 302 certifications.
Glossary
- 10-K/A
- An amendment to a company's annual report on Form 10-K, used to correct or supplement information previously filed. (This filing is an amendment to the original 10-K, indicating a correction or addition to the initial report.)
- Exhibit 97.1
- A specific document filed as part of a SEC filing, in this case, the Clawback Policy. (The primary reason for this 10-K/A filing is to include this exhibit, which was inadvertently omitted.)
- Section 302 Certifications
- Required certifications by the principal executive and financial officers under the Sarbanes-Oxley Act, attesting to the accuracy of financial reports. (New certifications are included in this amendment, confirming the officers' review and responsibility for the financial reporting.)
- Sarbanes-Oxley Act of 2002
- A federal law that mandates certain practices in financial record keeping and reporting for public companies. (The Section 302 certifications included in this filing are a direct requirement of this act.)
- Clawback Policy
- A policy that allows a company to recover incentive-based compensation from executive officers under certain circumstances, such as financial restatements. (This policy is the key new exhibit being filed with this amendment.)
Year-Over-Year Comparison
This filing is an amendment (10-K/A) to the original Form 10-K filed on March 10, 2026. It does not alter previously reported financial results or include subsequent events. The primary purpose is to incorporate Exhibit 97.1, the Clawback Policy, and new Section 302 certifications. Therefore, there are no year-over-year comparisons of financial metrics like revenue or margins to be made from this specific amendment; it is purely a procedural filing to rectify an omission and add required certifications.
Filing Stats: 1,514 words · 6 min read · ~5 pages · Grade level 10.6 · Accepted 2026-03-31 09:10:41
Key Financial Figures
- $0.0001 — ich registered Common Stock, par value $0.0001 per share SSII The Nasdaq Stock Market
Filing Documents
- ea0283909-10ka1_ssinnova.htm (10-K/A) — 57KB
- ea028390901ex31-3.htm (EX-31.3) — 4KB
- ea028390901ex31-4.htm (EX-31.4) — 4KB
- ea028390901ex97-1.htm (EX-97.1) — 45KB
- 0001213900-26-036949.txt ( ) — 311KB
- ssii-20251231.xsd (EX-101.SCH) — 3KB
- ssii-20251231_lab.xml (EX-101.LAB) — 34KB
- ssii-20251231_pre.xml (EX-101.PRE) — 17KB
- ea0283909-10ka1_ssinnova_htm.xml (XML) — 7KB
Exhibits and Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules 1
Signatures
Signatures 2 i PART IV
Exhibits and Financial Statement
Item 15. Exhibits and Financial Statement Schedules. (b) Exhibits. Exhibit Number Description 3.1(i) Amended and Restated Articles of Incorporation (1) 3.1(ii) Articles of Amendment to Amended and Restated Articles of Incorporation (2) 3.2 By-Laws (1) 10.1 2016 Incentive Stock Plan (1)+ 10.2 Employment Agreement with Dr. Sudhir Srivastava (3)+ 10.3 Employment Agreement with Dr. Vishwajyoti P. Srivastava (3)+ 10.4 Employment Agreement with Barry F. Cohen (3)+ 10.5 Services Agreement with Milan Rao (4)+ 10.6 Form of Director Appointment Agreement (1)+ Form of Indemnification Agreement (1)+ 10.7 Form of Indemnification Agreement (1)+ 10.8 Offer Letter and Sanction Letter with HDFC Bank (3) 14.1 Code of Ethical Conduct (1) 14.2 Insider Trading Policy (5) 21.1 List of Subsidiaries (5) 23.1 Consent of BDO India Services Private Limited 31.1 Section 302 Certification by Chief Executive Officer 31.2 Section 302 Certification by Chief Financial Officer 31.3 Section 302 Certification by Chief Executive Officer (6) 31.4 Section 302 Certification by Chief Financial Officer (6) 32.1 Section 906 Certification by Chief Executive Officer 32.2 Section 906 Certification by Chief Financial Officer 97.1 Clawback Policy (6) 99.1 Audit Committee Charter (5) 99.2 Compensation Committee Charter (5) 99.3 Nominating and Corporate Governance Committee Charter (5) 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 as an exhibit to the Compan
SIGNATURES
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. SS INNOVATIONS INTERNATIONAL, INC. Dated: March 31, 2026 By: /s/ Sudhir Prem Srivastava Sudhir Prem Srivastava, M.D. Chairman and Chief Executive Officer (Principal Executive Officer) Dated: March 31, 2026 By: /s/ Milan Rao Milan Rao Global Chief Operating Officer And Chief Financial Officer 2