SSII · SS Innovations International, Inc.

The Clawback Policy, now included as Exhibit 97.1, establishes a robust framework for recovering incentive compensation erroneously awarded to executives following an Accounting Restatement. It broadly defines 'Accounting Restatement' to encompass both Big R restatements (requiring reissuance of financials) and little r restatements (material corrections without reissuance) arising from material noncompliance with reporting requirements. This ensures comprehensive coverage, targeting Clawback Eligible Incentive Compensation received by current or former Section 16 officers during the three-year lookback period preceding the restatement policy effective date. 'Erroneously Awarded Compensation' is precisely calculated as the excess amount over what would have been payable based on restated financials, providing clarity for enforcement.

Administered exclusively by the independent Compensation Committee, the policy mandates prompt recovery efforts using practical methods such as cash reimbursement, cancellation of equity awards, forfeiture of dividends, or offsets against future payments and awards. It explicitly prohibits the company from indemnifying or insuring executives against clawback obligations, aligning executive incentives with accurate financial reporting and protecting shareholder interests. Exceptions for impracticability are tightly constrained—applicable only if recovery pursuit would impose undue costs exceeding expected recoverable amounts, or if prohibited by non-U.S. law for foreign private issuers (though SSII operates under U.S. rules)—and require rigorous documentation for Nasdaq disclosure, minimizing discretion and enhancing transparency.

Complementing the policy, updated certifications under Section 302 of the Sarbanes-Oxley Act are furnished by Chairman/CEO Sudhir Prem Srivastava and Global COO/CFO Milan Rao, both dated March 31, 2026. These affirm the accuracy of the filing, including the newly added exhibit, while upholding the integrity of prior representations.

The Explanatory Note transparently delineates the amendment's limited scope: it adds only the inadvertently omitted Clawback Policy and certifications, with no revisions to financial statements, no impact on Items 307 (Controls Disclosure) or 308 (Disclosure Controls) of Regulation S-K, and no incorporation of post-original filing events. This positions the 10-K/A as a targeted administrative fix, preserving the original 10-K's disclosures as of the March 10, 2026 filing date. Investors are directed to review this amendment in tandem with the original filing and ongoing SEC reports for a complete picture.

By proactively addressing the omission, SS Innovations International, Inc. (SSII) demonstrates commitment to governance best practices amid its status as a non-accelerated filer and smaller reporting company. This routine correction avoids potential compliance risks, bolstering stakeholder confidence in management's oversight without disrupting the FY2025 financial narrative or operational continuity.