What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-01-14 compared with 2025-01-14 · 720 added, 772 removed, 1193 unchanged (56% of the section changed)

Financial Statements

September 30,

As of December 31,

(As Restated)

13 unchanged sentences

Prepaids and other non current assets

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Total Non-Current

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

Current Liabilities

11 unchanged sentences

Other accrued liabilities

Long-term borrowings, less current portion

Total Non-Current Liabilities

Long-term borrowings, less current

Total Non-Current

Total Liabilities

1 unchanged sentence

Preferred stock, authorized 5,000,000 shares of Series A, Non-Convertible Preferred Stock, $ 0.0001 par value per share;

5,000 shares and nil shares issued and outstanding as of September 30, 2023 and December 31, 2022 respectively

Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 169,168,389 shares and 128,161,013 shares issued and outstanding as of September 30, 2023, and December 31, 2022 respectively

5,000 shares and nil shares issued and outstanding as of June 30, 2023 and December 31, 2022 respectively

Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 146,172,443 shares and 128,161,013 shares issued and outstanding as of June 30, 2023 and December 31, 2022 respectively

Non-controlling interest

5 unchanged sentences

( 3,633,058 )

Total stockholders’ (deficit)

( 2,678,537 )

Total liabilities and stockholders’

Total stockholders’

(deficit) equity

See accompanying notes

to Condensed Consolidated Financial Statements

( 2,678,537 )

Total liabilities

and stockholders’ (deficit) equity

See accompanying notes to Condensed Consolidated

Financial Statements

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

For The Three

September 30,

CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For The Three Month Ended

(As Restated)

9 unchanged sentences

Depreciation and amortization expense

Selling, general and administrative expense

TOTAL OPERATING EXPENSES

Selling, general and administrative

TOTAL OPERATING

Loss from operations

7 unchanged sentences

Income tax expense

NET LOSS FROM OPERATIONS

( 5,524,488 )

4 unchanged sentences

OF OTHER COMPREHENSIVE LOSS

September 30,

(As Restated)

4 unchanged sentences

Retirement benefit (net of tax)

COMPREHENSIVE LOSS

TOTAL COMPREHENSIVE LOSS

( 5,544,132 )

1 unchanged sentence

to Condensed Consolidated Financial Statements.

SS INNOVATIONS INTERNATIONAL,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

For The Nine Month Ended

September 30,

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For The Six Month Ended

(As Restated)

9 unchanged sentences

Depreciation and amortization expense

Selling, general and administrative expense

TOTAL OPERATING EXPENSES

Selling, general and administrative

TOTAL OPERATING

Loss from operations

9 unchanged sentences

Income tax expense

NET LOSS FROM OPERATIONS

( 6,837,504 )

3 unchanged sentences

Weighted average-diluted shares

CONSOLIDATED STATEMENTS

OF OTHER COMPREHENSIVE LOSS

September 30,

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE

(As Restated)

5 unchanged sentences

Retirement benefit (net of tax)

COMPREHENSIVE LOSS

TOTAL COMPREHENSIVE LOSS

( 6,901,471 )

( 1,730,884 )

See accompanying notes

to Condensed Consolidated Financial Statements

See accompanying notes to Condensed Consolidated

Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2023 AND SEPTEMBER 30, 2022

CONDENSED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE

30, 2023, AND JUNE 30, 2022

comprehensive

Non Controlling

Stockholders’

2 unchanged sentences

( 2,678,537 )

Common stock issued

( 1,313,016 )

( 1,357,338 )

Balance At March 31,

( 4,946,074 )

( 4,035,875 )

Preferred Stock Issued

Reverse Recapitalization

Conversion of Notes Payable

Stock issued for services

Stock compensation expense

Stock to be issued for

( 5,524,488 )

( 5,544,133 )

Balance At June 30,

( 10,470,562 )

Conversion of Notes Payable

Common stock issued against

exercise of options

Stock compensation expense

Stock to be issued for

AT MARCH 31, 2023

( 4,946,074 )

( 4,035,875 )

Balance At September

recapitalization

of notes payable to equity

issued for services

compensation expense

to be issued for services

( 5,524,488 )

BALANCE AT DECEMBER 31, 2021

Common stock issued

Retroactive application

of recapitalization

BALANCE AT MARCH 31,

( 5,544,133 )

Common stock issued

BALANCE AT JUNE 30,

AT JUNE 30, 2023

( 10,470,562 )

AT DECEMBER 31, 2021

application of recapitalization

AT MARCH 31, 2022

( 1,366,439 )

Common stock issued

BALANCE AS AT SEPTEMBER

AT JUNE 30, 2022

( 2,118,464 )

( 1,145,273 )

See accompanying notes to Condensed

Consolidated Financial Statements.

See accompanying notes to Condensed Consolidated

Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH

For The Nine Month Ended

September 30,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Six Month

(As Restated)

3 unchanged sentences

( 1,699,288 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Operating lease liability

Interest expense (net)

Share issue to investor and advisors

Adjustments to reconcile net loss to net cash used in operating

Depreciation & amortization

Operating lease expense

Stock compensation expense

Share issue to investor and advisors

Interest expense (net)

Changes in operating assets and liabilities:

4 unchanged sentences

Receivables from / payable to related parties

Deffered revenue

Deferred revenue

Prepaids and other current assets

( 1,350,845 )

Accounts payable

5 unchanged sentences

Cash flows from investing activities:

Purchase of / proceeds from sale of property,

plant and equipment

Net cash used in investing activities

Purchase of / proceeds from sale

of property, plant and equipment

Net cash (used in) / provided by investing

Cash flows from financing activities:

Proceeds from issuance of common stock against warrant and options

Proceeds from issuance of convertible notes to other investors

Proceeds from issuance of convertible notes to principal shareholder

Proceeds from issuance of convertible notes to principal

Proceeds from bank overdraft facility (net)

Proceeds from / (Repayment) of term loan

Repayment of term loan

Net cash provided by financing activities

3 unchanged sentences

Cash at end of year¹

1 For cash and cash equivalents and restricted cash, refer

Supplemental disclosure of cash flow information:

3 unchanged sentences

SS INNOVATIONS INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – FINANCIAL STATEMENTS

31 unchanged sentences

Financial Statements

The interim condensed consolidated balance

sheet as of September 30, 2023 and the interim condensed consolidated statements of operations, comprehensive loss, cash flows, and stockholders’

equity (deficit) for the three and nine months ended September 30, 2023 and 2022 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 statement of our financial position as

of September 30, 2023 and our results of operations and cash flows for the three and nine months ended September 30, 2023 and 2022.

financial data and other financial information disclosed in these notes to the interim condensed consolidated financial statements related

to the three and nine-month periods are also unaudited.

The interim condensed consolidated results of operations for the nine months

ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any

future annual or interim period.

The interim condensed consolidated balance sheet as of December 31, 2022 included herein was derived

from the audited consolidated financial statements as of that date.

interim condensed consolidated balance sheet as of June 30, 2023, and the interim condensed

consolidated statements of operations, comprehensive loss, cash flows, and stockholders’

equity (deficit) for the three and six months ended June 30, 2023 and 2022 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

statement of our financial position as of June 30, 2023 and our results of operations and

cash flows for the three and six months ended June 30, 2023 and 2022.

The financial data

and other financial information disclosed in these notes to the interim condensed consolidated

financial statements related to the three and six month periods are also unaudited.

condensed consolidated results of operations for the six months ended June 30, 2023 are not

necessarily indicative of the results to be expected for the year ending December 31, 2023

or for any future annual or interim period.

The interim condensed consolidated balance sheet

as of December 31, 2022 included herein was derived 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/A as filed by us

with the U.S.

Securities and Exchange Commission (the “SEC”) on December 6, 2024.

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 financial statements have been prepared on a consolidated basis and reflect the consolidated financial statements of

SS Innovations International, Inc.

and all of its subsidiaries (“Group”) for the quarter and nine months ended September

However, the comparative financial statements for the quarter and nine months ended September 30, 2022, have been prepared

on a consolidated basis and reflect the consolidated financial statements of Cardio Bahamas and all of its subsidiaries (“Group”).

be read in conjunction with our audited consolidated financial statements included in the

Annual Report on Form 10-K/A as filed by us with the U.S.

Securities and Exchange Commission

(the “SEC”) on December 6, 2024.

interim condensed consolidated financial statements and accompanying notes were prepared

in accordance with accounting principles generally accepted in the United States (“ GAAP ”).

The accompanying financial statements have been prepared on a consolidated basis and reflect

the consolidated financial statements of SS Innovations International, Inc.

and all of its

subsidiaries (“Group”) for the quarter and six month ended June 30, 2023.

the comparative financial statements for the quarter and six month ended June 30, 2022, have

been prepared on a consolidated basis and reflect the consolidated financial statements of

Cardio Bahamas and all of its subsidiaries (“Group”).

The standalone financial statements of subsidiaries

6 unchanged sentences

The Company restated the accompanying condensed

consolidated balance sheet as at September 30, 2023 as well as the condensed consolidated statement of operations and comprehensive loss

and the condensed consolidated statement of cash flows for the three and nine months ended September 30, 2023 and September 30, 2022

respectively, as previously reported in its Form 10-Q, to reflect the correction of errors arising out of:

Accounting for the merger transaction

Functional / other reclassification

Recognition of revenue in case of deferred payment sales

Recognition of right of use of certain assets and liabilities

Errors / Adjustments

Restatement in September 2023

consolidated balance sheet as at June 30, 2023 as well as the condensed consolidated statement of operations and comprehensive loss

and the condensed consolidated statements of cash flows for the quarter and six-months ended June 30, 2023, and June 30, 2022 respectively,

as previously reported in its Form 10-Q, to reflect the correction of errors arising out of:

for the merger transaction

/ other reclassification

of revenue in case of deferred payment sales

of right of use of certain assets and liabilities

/ Adjustments

Restatement in June 2023

Summary of restatements made in condensed

consolidated balance sheet as at September 30, 2023 is as follows:

reclassification²

revenue in case of deferred payment sales³

of certain assets and

Current Assets:

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Receivable from related party

Inventory, net

and other current assets

consolidated balance sheet, as at June 30, 2023, is as follows:

Previously Reported

for the merger transaction¹

/ Other reclassification²

of revenue in case of deferred payment sales³

of right of use of certain assets and liabilities³

/ Adjustments⁴

and cash equivalents

receivable, net

( 1,414,197 )

from related party

and other current assets

Current Assets

( 1,414,197 )

Total Current

Property, plant, and equipment,

Right of use asset

Accounts receivable, net

Restricted cash

Current Assets:

plant, and equipment, net

receivable, net

Receivable from related party

1 unchanged sentence

( 1,818,420 )

Prepaids and other non current

and other non current assets

Non Current Assets

( 2,036,312 )

AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Bank overdraft facility

Notes payable

Current maturities of long-term

Current portion of operating lease

Accounts payable

Payable to related party

Deferred tax liability

Deferred revenue

Other accrued

( 1,414,197 )

( 1,355,382 )

Total Current

AND STOCKHOLDERS’ EQUITY (DEFICIT)

overdraft facility

portion of operating lease liabilities

tax liability

accrued liabilities

( 1,310,321 )

Operating lease liabilities, less

current portion

Deferred revenue

Other accrued liabilities

Long term liabilities

Current Liabilities

lease liabilities, less current portion

accrued liabilities

borrowings, less current portion

Non Current Liabilities

Total Liabilities

( 1,262,653 )

Stockholders’

(deficit) equity :

Preferred stock, $ 0.0001 par value per share;

authorized 5,000,000 shares of Series A Non-Convertible Preferred Stock, 5,000 shares and nil shares issued and outstanding as of September 30, 2023 and December 31, 2022

Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 169,118,385 shares and 128,161,013 shares issued and outstanding as of September 30, 2023, and December 31, 2022 respectively

Accumulated other comprehensive

income (loss)

Common Stock to be Issued

Additional paid in capital

( 8,230,242 )

stock, $ 0.0001 par value per share;

authorized 5,000,000 shares of Series A Non-Convertible Preferred Stock, 5,000 shares and nil shares

issued and outstanding as of June 30, 2023

Common stock, 250,000,000 shares authorized, $ 0.0001 par value,146,172,443

shares issued and outstanding as of June 30, 2023

other comprehensive income (loss)

paid in capital

( 8,485,240 )

Capital reserve

( 13,042,805 )

4 unchanged sentences

liabilities and stockholders’ (deficit) equity

Condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30,

Previously Reported

the merger transaction¹

/ Other reclassification²

of revenue in case of deferred payment sales³

of right of use of certain assets and liabilities³

/ Adjustments⁴

Warranty sales

Total revenue

Cost of revenue

( 1,414,197 )

Condensed consolidated statement of operations

and comprehensive loss for the six-months ended June 30, 2023.

reclassification²

( 1,248,337 )

OPERATING EXPENSES:

Research & development expense

Salaries & payroll expenses

( 2,351,346 )

( 1,416,289 )

Stock compensation expense

Depreciation and amortization

& development expense

compensation expense

and amortization expense

general and administrative expense

OPERATING EXPENSES

( 1,134,097 )

operating expenses

from operations

3 unchanged sentences

( 3,636,935 )

Interest expenses

Interest and other income, net

INCOME (EXPENSE), NET

INCOME (EXPENSE):

and other income, net

before INCOME taxes

3 unchanged sentences

( 3,645,834 )

Income tax expense

( 2,838,465 )

8 unchanged sentences

Condensed consolidated statement of operations

and comprehensive loss for the three months ended September 30, 2023.

As Previously Reported

Accounting for

Functional / Other reclassification²

Recognition of revenue in case

of deferred payment sales³

Recognition of right of use of

certain assets and liabilities³

Errors / Adjustments⁴

Warranty sales

Instrument sale

Total revenue

Cost of revenue

and comprehensive loss for the three-months ended June 30, 2023.

Previously Reported

for the merger transaction¹

/ Other reclassification²

of revenue in case of deferred payment sales³

of right of use of certain assets and liabilities³

/ Adjustments⁴

( 1,351,143 )

2 unchanged sentences

( 1,130,233 )

OPERATING EXPENSES:

Research & development expense

Salaries & payroll expenses

Stock compensation expense

Depreciation and amortization expense

Selling, general and administrative

TOTAL OPERATING EXPENSES

Loss from operations

compensation expense

and amortization expense

general and administrative expense

operating expenses

from operations

( 1,758,890 )

1 unchanged sentence

( 3,432,245 )

OTHER INCOME (EXPENSE):

Interest expenses

Interest and other income, net

TOTAL OTHER INCOME (EXPENSE), NET

LOSS BEFORE INCOME

( 3,414,217 )

INCOME (EXPENSE):

and other income, net

before INCOME taxes

( 1,850,423 )

( 5,524,488 )

Income tax expense

( 3,674,065 )

1 unchanged sentence

( 3,411,089 )

Net loss attributable

to non-controlling interests

( 1,850,423 )

1 unchanged sentence

( 3,674,065 )

Condensed consolidated statement of cashflows

for the nine months ended September 30, 2023.

for the merger transaction¹

/ Other reclassification²

of revenue in case of deferred payment sales³

of right of use of certain assets and liabilities³

/ Adjustments⁴

flows from operating activities:

( 1,074,576 )

( 3,411,089 )

loss attributable to non-controlling interests

( 1,850,423 )

( 5,524,488 )

to reconcile net loss to net cash used in operating activities:

and amortization

lease liability

Interest expense (net)

Share issue to investor and advisors

compensation expense

( 3,674,065 )

( 1,074,576 )

in operating assets and liabilities:

receivable, net

( 3,411,089 )

Condensed consolidated statement of cashflows

for the six-months ended June 30, 2023.

reclassification²

Cash flows from operating activities:

( 2,838,465 )

2 unchanged sentences

( 3,314,962 )

Adjustments to reconcile net loss to net cash used in operating

Depreciation and amortization

Translation diff

Operating lease expense

Stock compensation expense

Share issue to investor and advisors

Interest expense (net)

Non cash expense

Changes in operating assets and liabilities:

Accounts receivable, net

( 1,040,193 )

from / payable to related parties

and other current assets

( 1,040,193 )

( 2,393,922 )

Inventory, net

( 3,061,647 )

and other non current assets

expenses and other assets

( 3,061,647 )

accrued liabilities

Receivables from / payable to related parties

Deferred revenue

Prepaids and other current assets

( 1,405,242 )

cash used in operating activities

Accounts payable

( 2,071,777 )

( 1,131,642 )

flows from investing activities:

receivable, net

Prepaids and other non current assets

Prepaid expenses and other assets

( 10,626,023 )

of / proceeds from sale of property, plant and equipment

cash used in investing activities

Other accrued liabilities

Net cash used in operating activities

( 10,679,113 )

flows from financing activities:

from issuance of common stock against warrant and options

from issuance of convertible notes to other investors

from issuance of convertible notes to principal shareholder

from bank overdraft facility (net)

( 5,376,506 )

Cash flows from investing activities:

Notes receivables - acquisition

( 3,000,000 )

from / (Repayment) of term loan

from securities offering

from notes converted

( 3,000,000 )

Long term receivable

( 3,771,546 )

from options exercised

Recapitalization

Purchase of / proceeds from sale of property, plant

and equipment

Net cash used in investing activities

( 1,507,552 )

of notes payable

Cash flows from financing activities:

Proceeds from issuance of convertible notes to other investors

( 1,963,385 )

cash provided by financing activities

( 1,963,385 )

change in cash

of exchange rate on cash

at beginning of year

Proceeds from issuance of convertible notes to principal shareholder

Proceeds from bank overdraft facility (net)

Repayment of term loan

Proceeds from securities offering

( 8,170,061 )

at end of year

( 8,170,061 )

Accumulated other comprehensive income (loss)

Repayments of notes payable

( 2,775,000 )

Net cash provided by financing activities

( 5,498,680 )

Net change in cash

Effect of exchange rate on cash

Cash at beginning of year

( 1,076,739 )

Cash at end of year

Impact on restated condensed consolidated

financial statements for the period ended June 30, 2023

(1) Accounting for merger transaction

17 unchanged sentences

In the previously filed financial statements

(Form 10-Q) for the period ended September 30, 2023, the merger transaction between SS Innovations International, Inc.

(Form 10-Q) for the period ended June 30, 2023, the merger transaction between SS Innovations International, Inc.

or “the Company”) and CardioVentures, Inc., was accounted for as a reverse merger in the nature of a recapitalization, in

4 unchanged sentences

The opening balances in the financial statements

for the period ended September 30, 2022, included only the assets and liabilities of AVRA.

Upon review of merger agreements and related

technical accounting guidance available in ASC 805, it was determined that AVRA’s assets and liabilities should have been recorded

at their fair value as of the date of merger and comparative balances as at December 31, 2022 should have been considered only for Cardio

at historical cost basis, being the accounting acquirer in the merger transaction.

The fair value of assets and liabilities

of AVRA was assessed as nil at the time of the merger.

This revaluation resulted in a change in the recorded amounts for the acquired

assets, which has now been appropriately reflected in the restated financial statements.

for the period ended June 30, 2022, included only the assets, liabilities and operations of AVRA.

Upon review of merger agreements and related technical accounting guidance

available in ASC 805, it was determined that AVRA’s assets and liabilities should have been recorded at their fair value as of the

date of merger and comparative balances as at December 31, 2022 should have been considered only for Cardio Venture Inc.

at historical

cost basis, being the accounting acquirer in the merger transaction.

The fair value of assets and liabilities of AVRA was assessed as nil at

the time of the merger.

This revaluation resulted in a change in the recorded amounts for the acquired assets, which has now been appropriately

reflected in the restated financial statements.

Additionally, the amount recognized as issued

equity interests in the condensed consolidated financial statements was determined by considering the equity interests of Cardio Venture

(for the quarter and nine months ended September 30, 2022 considered the equity interest of Cardio Bahamas) outstanding immediately

before the business combination.

(for the quarter and six months ended June 30, 2022 considered the equity interest of Cardio Bahamas) outstanding immediately before

the business combination.

In accordance with ASC 805, the equity structure (the number and type of equity interests issued) reflects

2 unchanged sentences

structure of Cardio Venture Inc.

(for the quarter and nine months ended September 30, 2022, equity structure of Cardio Bahamas) (the

accounting acquirer) has been restated using the exchange ratio established in the acquisition agreement to reflect the number of shares

issued by the legal parent (AVRA, the accounting acquiree) in the merger.

(for the quarter and six months ended June 30, 2022, equity structure of Cardio Bahamas) (the accounting

acquirer) has been restated using the exchange ratio established in the acquisition agreement to reflect the number of shares issued

by the legal parent (AVRA, the accounting acquiree) in the merger.

The Company identified that fair value of

2 unchanged sentences

deficit and Additional paid in Capital pertaining to AVRA as per ASC 805.

Further, Selling, general and administrative

expenses and Interest and other income, net amounting to $ 227,135 and $ 488 respectively were excluded as they relate to the expenses

incurred by AVRA before merger and the same is not to be included in the condensed consolidated statement of operations and comprehensive

loss subsequent to merger as per the guidance of ASC-805 reverse recapitalization.

Further, Selling, general and administrative expenses and Interest

and other income, net amounting to $ 338,083 and $ 488 respectively were excluded as they relate to the expenses incurred by AVRA before

merger and the same is not to be included in the condensed consolidated statement of operations and comprehensive loss subsequent to merger

as per the guidance of ASC-805 reverse recapitalization.

Differential impact of above adjustments have

been corrected in the condensed consolidated statement of cash flows for the period ended September 30, 2023.

been corrected in the condensed consolidated statement of cash flows for the period ended June 30, 2023.

(2) Functional / Other reclassifications

37 unchanged sentences

of receivable/payable

Impact on restated condensed consolidated

financial statements for the period ended September 30, 2023

(A) Reclassifications in Condensed Consolidated

Balance Sheet

Reclassifications were of below

Reclassifications were

of below nature:

Restricted Cash:

Fixed deposit against bank guarantee of $ 5,009,447 , classified under prepaids and other current assets now reclassified to restricted cash current, 2.

Fixed deposit against credit card facility of $ 39,716 reclassified to restricted cash non-current, 3.

Fixed deposit with no withdrawal restrictions of $ 6,919 reclassified under prepaids and other non-current assets.

Accounts receivable of $ 428,174 reclassified from non-current to current based on their due date of collection as per contract with customers.

Receivables from related parties of $ 1,860,333 reclassified from non-current to current based on their due date of collection.

Fixed deposit against bank guarantee of $ 43,680

and FD earlier classified under prepaids and other current assets now reclassified to Restricted Cash Current, 2.

Fixed Deposits against

Credit card facility of $ 63,997 reclassified to Restricted Cash Non-Current, 3.

Fixed Deposit with no withdrawal restrictions of $ 6,919

reclassified under Prepaids and other non-current assets.

Accounts receivable of $ 440,385 are reclassified from non-current to current based on their due date of collection as per contract with customers.

Receivables from related parties of $ 793,426 reclassified from non-current

to current based on their due date of collection.

Further, payable balances related to same party were netted off against the receivable

balances amounting to $ 1,100,000 .

Prepaids and other current assets:

- Security Deposit of $ 227,358 for long term lease earlier classified under Prepaid Current assets now reclassified to Prepaid non-current assets.

Fixed deposits of $ 5,009,447 earlier classified in Prepaid and other current assets now reclassified to restricted cash current and non-current.

Reclassification of long term deferred revenue from other accrued liabilities to long term deferred revenue amounting to $ 796,235 .

This amount has now been reclassified to deferred revenue (Non-Current) for accurate reporting and compliance with revenue recognition standards.

Security Deposit of $ 158,496 for

long term lease earlier classified under Prepaid Current assets now reclassified to Prepaid non-current assets.

Fixed deposits of $ 107,678

earlier classified in Prepaid and other current assets now reclassified to restricted cash current and non-current.

Reclassification of long term deferred revenue from other accrued liabilities

to long term deferred revenue amounting to $ 348,993 .

This amount has now been reclassified to deferred revenue (Non-Current) for accurate

reporting and compliance with revenue recognition standards.

Accounts payable:

- As at September 30, 2023 Amount of advance to vendors knocked off earlier amounting to $ 469,157 to prepaid and other current asset.

As at June 30, 2023 Amount of advance to vendors

knocked off earlier amounting to $ 678,266 to prepaid and other current asset.

Other accrued liabilities:

- As at September 30, 2023, A.

Due to Provision for professional fees recorded amounting to $ 54,620 , B.

Due to reclassification of long term deferred revenue from other accrued liabilities amounting to $ 1,355,382 .

Differential impact of above adjustments

have been corrected in the condensed consolidated statement of cash flows for the nine months period ended September 30, 2023.

(B) Reclassifications Condensed Consolidated

Statement of Operations and comprehensive loss

Reclassifications were of below

As at June 30, 2023, A.

Due to increase

in advance from customer amounting to $ 109,383 , B.

Due to reclassification of receivable from related party from other accrued liabilities

amounting to $675,006.

Differential impact of above adjustments have been corrected

in the condensed consolidated statement of cash flows for the period ended June 30, 2023.

(B) Reclassifications Condensed Consolidated Statement of Operations

and comprehensive loss

Reclassifications were

of below nature:

(i) Functional classification

Operating expenses (including Salaries and payroll expenses) are now reclassified functionally, encompassing Cost of revenue, Selling,

General and Administrative expense and Research and Development expense.

This reclassification has resulted in a decrease in the Cost

of Revenue by $ 548,393 and an increase in R&D by $ 780,437 , increase in SG&A by $ 358,516 , and depreciation expense now disclosed

separately $ 98,060 for nine months ended September 30, 2023.

This reclassification has further

resulted in a decrease in the Cost of Revenue by $ 1,523,662 and an increase in R&D by $ 291,909 , increase in SG&A by $ 670,070 ,

and depreciation expense now disclosed separately $ 36,306 for three months ended September 30, 2023.

Operating expenses are now reclassified functionally,

encompassing Selling, General and Administrative, Research and Development, and Salaries & Payroll Expenses.

This reclassification

has resulted in a decrease in the Cost of Revenue by $ 374,891 and an increase in R&D by $ 488,505 , decrease in SG&A by $ 1,134,097 ,

and depreciation expense now disclosed

separately $ 61,754 for six months ended June 30, 2023.

This reclassification has further resulted

in a decrease in the Cost of Revenue by $ 1,130,233 and an increase in R&D by $ 246,426 , increase in SG&A by $ 607,626 , and depreciation

expense now disclosed separately $ 32,359 for three months ended June 30, 2023.

(ii) Other reclassifications

In the financial reporting

structure, total revenue is now detailed into two categories:

In the financial reporting structure, total revenue is now detailed into

two categories:

System Sales and Instrument Sales.

Earlier, Instrument Sales were not disclosed

separately which has been effected now.

Consequently, in restated financial statements, System Sales is now reduced by $ 535,447 for

nine months ended September 2023 and by $ 53,711 for three months ended September 30, 2023 and is disclosed as Instrument sales specifically

to reflect this refined categorization.

Interest expenses related to credit notes and discounts on credit note have been reclassified from Selling, General, and Administrative Expenses to Interest Expense.

This reclassification amounts to $ 756,493 for nine months ended September 30, 2023 and $ 134,663 for three months ended September 30, 2023, aligning the reporting with appropriate expense categorization standards.

Earlier, Instrument Sales were not disclosed separately which has been effected now.

Consequently, in restated financial statements, System Sales is now reduced by $ 481,736 for six months ended June 2023 and by $ 467,030

for three months ended June 30, 2023 and is disclosed as Instrument sales specifically to reflect this refined categorization.

Interest expenses related to credit notes and discounts on credit note

have been reclassified from Selling, General, and Administrative Expenses and Interest and other income to Interest Expense.

This reclassification

amounts to $ 608,863 for six months ended June 30, 2023, and $ 365,205 for three months ended June 30, 2023, aligning the reporting with

appropriate expense categorization standards.

(3) Correction of accounting policies

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failed to apply some of the relevant provisions of ASC 606, “Revenue from Contacts,” accordingly, in the preparation of our

revised financial statements for the period ended September 30, 2023 and September 30, 2022.

We have revised our revenue recognition

policy to incorporate discounting for the present value of expected revenue.

revised financial statements for the period ended June 30, 2023.

We have revised our revenue recognition policy to incorporate discounting

for the present value of expected revenue.

In previously filed financial statements,

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for each category.

Impact on restated condensed consolidated

financial statements for the period ended September 30, 2023

Impact on restated condensed consolidated financial statements for

the period ended June 30, 2023

The Company identified that revenue and accounts

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were made to reflect the financing component in accounts receivable and revenue.

Long term account receivables balances were

presented at gross balances basis in previous filed financial statements however, as per ASC 606, revenue contract in which company have

significant financing component in consideration receivable from customers, the net sales and related debtor balance should be accounted

at the present value of the future cash flow and the interest component related to financing component should be recorded over the

period of contract.

Accordingly, the company restated the account receivable balances on net level to provide impact of significant financing

component and reduced trade receivable by $ 471,513 .

Long term account receivables balances were presented at gross balances

basis in previous filed financial statements however, as per ASC 606, revenue contract in which company have significant financing component

in consideration receivable from customers, the net sales and related debtor balance should be accounted at the present value of the future

cash flow and the interest component related to financing component should be recorded over the period of contract.

the company restated the account receivable balances on net level to provide impact of significant financing component and reduced trade

receivable by $ 1,414,197 .

Also, warranty income to be recognized once

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to unwinding of account receivable balances recorded as interest income of $ 41,136 which is adjusted with the net of system and warranty

sale of $ 483,048 in condensed consolidated statement of operations and other comprehensive loss for nine months ended September 30, 2023.

sale of $ 493,880 in condensed consolidated statement of operations and other comprehensive loss for six months ended June 30, 2023.

Interest income for the current period related

to unwinding of account receivable balances recorded as interest income of $ 51,969 which is adjusted with the net of system & warranty

sale of $ 644,322 in condensed consolidated statement of operations and other comprehensive loss for three months ended September 30,

For the period ended September 30, 2023 the

Company identified that it had inadvertently failed to apply ASC 842, “Leases,” to certain operating lease arrangements.

to unwinding of account receivable balances recorded as interest income of $ 28,724 which is adjusted with the net of system and warranty

sale of $ 453,306 in condensed consolidated statement of operations and other comprehensive loss for three months ended June 30, 2023.

For the period ended June 30, 2023, the Company identified that it

had inadvertently failed to apply ASC 842, “Leases,” to certain operating lease arrangements.

Upon further review, the Company also determined

that similar issues impacted the financial statements for the period ended September 30, 2023.

During these periods, while preparing

the condensed consolidated financial statements, the Company inadvertently failed to apply ASC 842 to all of their lease agreements.

This resulted in the exclusion of material lease liabilities and related right-of-use assets from the financial statements.

that similar issues impacted the financial statements for the period ended June 30, 2023.

During these periods, while preparing the condensed

consolidated financial statements, the Company inadvertently failed to apply ASC 842 to all of their lease agreements.

This resulted

in the exclusion of material lease liabilities and related right-of-use assets from the financial statements.

In conjunction with the correction of the

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accurately reflect lease-related expenses, including interest and depreciation charges for the right-of-use assets.

Impact on restated condensed consolidated

financial statements for the period ended September 30, 2023

The Company identified that it had a leased

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Further lease expenses was classified based on functional classification

as $ 46,235 as Selling, general and administrative for the nine months ended September 30, 2023 and functional classification as $ 7,151

as Selling, general and administrative for the three months ended September 30, 2023.

as $ 13,305 as Selling, general and administrative, for the six months ended June 30, 2023 and functional classification as $ 8,025 as

Selling, general and administrative for the three months ended June 30, 2023.

Differential impact of above adjustments has

been corrected in the consolidated statement of cash flows for the period ended September 30, 2023.

been corrected in the consolidated statement of cash flows for the period ended June 30, 2023.

Correction of other errors in measurement

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Below are major error corrections

made in condensed consolidated financial statements for the period ended September 30, 2023:

made in condensed consolidated financial statements for the period ended June 30, 2023:

(i) Reinstatement of recourse letter of credit:

- The Company identified that the encashment of a letter of credit (LC – with recourse) received from banker against the customer’s invoicing was incorrectly netted off with the customer’s closing balance, affecting the financing component for the period ending September 30, 2023.

To rectify this, a correction was made to reconcile the accounts receivable balance and the impact of the financing component on the income statement.

Accounts receivable balance of $ 539,768 has been restated and corresponding current maturities of long-term borrowings, as the bank retains the right to recover proceeds from the company in case customer makes default in payment.

The Company identified that

the encashment of a letter of credit (LC – with recourse) received from banker against the customer’s invoicing was incorrectly

netted off with the customer’s closing balance, affecting the financing component for the period ending June 30, 2023.

this, a correction was made to reconcile the accounts receivable balance and the impact of the financing component on the income statement.

Accounts receivable balance of $ 541,023 has been restated and corresponding current maturities of long-term borrowings, as the bank retains

the right to recover proceeds from the company in case customer makes default in payment.

(ii) Personal expenses pertaining to Director earlier recorded as business expense of the Company:

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Rectification adjustments

were made and stock compensation expense of $ 32,600 and $ 24,450 was recorded for nine months and three months period ended September

30, 2023 respectively.

The Company identified that an

additional issuance of advisory shares to Dr.

Frederic Moll during the period ended September 30, 2023, recognizing his strategic knowledge

and expertise within the industry to be recorded as selling, general and administration expense.

This transaction has been classified

under Selling, General, and Administrative (SG&A) expenses, totaling $ 4,463,799 .

This classification underscores the strategic value

Moll brings to the organization and aligns with our financial reporting standards.

were made and stock compensation expense of $ 8,150 was recorded for six months and three months period ended June 30, 2023.

The Company identified that an additional issuance of advisory shares

Frederic Moll during the period ended June 30, 2023, recognizing his strategic knowledge and expertise within the industry to be

recorded as selling, general and administration expense.

This transaction has been classified under Selling, General, and Administrative

(SG&A) expenses, totaling $ 4,463,799 .

This classification underscores the strategic value Dr.

Moll brings to the organization and

aligns with our financial reporting standards.

(iv) Advance to vendors:

For the period ended September 30, 2023, the Company identified that an advance given to a vendor was not adjusted against respective capital and operating expenditures while the invoices were received by the Company.

For the period ended June 30, 2023, the Company identified that an advance given to a vendor was not adjusted against respective capital and operating expenditures while the invoices were received by the Company.

An adjustment was recorded to adjust the vendor advance against respective expenditure totaling $ 93,001 .

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Following a thorough analysis, the asset lives were corrected, and depreciation was recalculated accordingly.

As a result of this adjustment, an entry of $ 19,629 has been eliminated under the property, plant, and equipment heading in the balance sheet.

As a result of this adjustment, an entry of $ 25,826 has been recorded under the property, plant, and equipment heading in the balance sheet.

(vi) Incorrect valuation of Inventory:

The Company identified that the inventory was previously recorded at incorrect valuation.

As a result of this adjustment inventory is increased by $ 928,671 as at September 30, 2023.

Consequent to this adjustment, cost of revenue has decreased by $ 905,432 and $ 865,221 for the three and nine months period ended September 30, 2023.

The Company identified that the inventory

was previously recorded at incorrect valuation.

As a result of this adjustment inventory is increased by $ 1,357,260 as at June 30, 2023.

Consequent to this adjustment, cost of revenue has decreased by $ 1,357,260 and $ 1,309,948 for three and six months period ended June

30, 2023 respectively.

(vii) Cut off errors:

- The Company identified that professional fees were recorded based on payments made during the current year, though they pertained to 2022.

To correct this, a reversal entry of $ 6,768 was made in the current year, and a provision for this amount has been recorded retroactively for 2022.

Further the Company has identified that expense relating to origination fees has been recorded in its entirety as and when the convertible notes are issued and this expense needs to be amortized over the period of convertible notes, hence the Company has recorded the said expense to the extent it relates to current period and correspondingly recorded the differential amount in prepaid expense whose amount of amortization is $ 339,534 for the period ended September 30, 2023.

Also, the company has identified certain SG&A expenses amounting $ 512,304 and $ 222,617 which was recorded

in the correct period for the nine months and three months ended September 30, 2023 respectively.

The Company has identified that expense relating to origination fees has been recorded in its entirety as and when the convertible notes are issued and this expense needs to be amortized over the period of convertible notes, hence the Company has recorded the said expense to the extent it relates to current period and correspondingly recorded the differential amount in prepaid expense whose amount of amortization is $ 339,534 for the period ended June 30, 2023.

(viii) Unrecognized Gratuity provision:

- The Company identified that the expense and provision for gratuity were not recorded from the initial stage.

These were subsequently recorded for the years 2021, 2022 and the current period, with balances reconciled against the actuarial report.

A gratuity liability recorded by $ 30,673 relates to non-current and $ 66 as current portion which was not accounted for earlier.

The Company identified that the expense

and provision for gratuity were not recorded from the initial stage.

These were subsequently recorded for the years 2021, 2022, and the

current period, with balances reconciled against the actuarial report.

A gratuity liability recorded by $ 29,234 relates to noncurrent

and $ 63 as current portion which was not accounted for earlier.

(ix) Discounting of Security deposits:

- The Company identified that discounting of security deposits was not initially performed.

As a result, the discounting of security deposits has now been recorded, along with the corresponding

prepaid security deposit.

(x) Deferred tax liability:

- Since the company has carried forward significant tax losses hence earlier recorded deferred tax liability reversed $ 6,603 .

Interest income:

- The company has identified

that certain interest income on deposits amounting to $ 40,350 and $36,256 which are not recorded for the nine months and three months

period ended September 30, 2023 respectively are now recorded.

- The company has identified that at the time of the original filing the instrument sale was incorrectly classified as system

sales, and the calculation of the instrument sale was also inaccurate.

The same has been corrected, with $535,447 reclassified from

system sales to instrument sales.

The differences of $550,567 for the nine-month period and $112,912 for the three-month period ended

September 30, 2023, are primarily due to fluctuations in foreign exchange rates.

Differential impact of above adjustments has

been corrected in the condensed consolidated statement of cash flows for the nine months period ended September 30, 2023.

Restatement in September 2022

The Company identified that discounting

of security deposits was not initially performed.

As a result, the discounting of security deposits has now been recorded, along with

the corresponding prepaid security deposit.

exchange of revenue for system sales:- The Company had applied incorrect foreign exchange rates for translating balances to reporting

currency which was corrected.

(xi) Deferred tax liability:

Since the company has significant carried forward

tax losses hence earlier recorded deferred tax liability reversed $ 20,760 .

Differential impact of above adjustments has been corrected in the

condensed consolidated statement of cash flows for the period ended June 30, 2023.

Restatement in June 2022

Condensed consolidated statement of operations

and comprehensive loss for the nine months ended September 30, 2022.

As Previously Reported

Accounting for the merger transaction

and comprehensive loss for the six months ended June 30, 2022.

As Previously

Accounting for

Warranty sales

2 unchanged sentences

Cost of revenue

OPERATING EXPENSES:

Research & development expense

Stock compensation expense

Depreciation and amortization expense

Selling, general and administrative expense

TOTAL OPERATING EXPENSES

Selling, general and administrative

operating expenses

Loss from operations

1 unchanged sentence

( 1,405,681 )

OTHER INCOME (EXPENSE):

1 unchanged sentence

Interest and other income, net

TOTAL OTHER INCOME (EXPENSE), NET

LOSS BEFORE INCOME TAXES

( 1,040,526 )

before income taxes

( 1,699,288 )

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( 1,448,866 )

( 1,145,148 )

Net loss attributable to non-controlling interests

( 1,040,526 )

Net loss attributable

to non-controlling interests

( 1,699,288 )

2 unchanged sentences

Condensed consolidated statement of operations

and comprehensive loss for the three months ended September 30, 2022.

As Previously Reported

Accounting for the merger transaction

and comprehensive loss for the three months ended June 30, 2022.

As Previously

Accounting for

Warranty sales

3 unchanged sentences

OPERATING EXPENSES:

Research & development expense

Stock compensation expense

Research and development expense

Depreciation and amortization expense

Selling, general and administrative expense

Selling, general and administrative

TOTAL OPERATING EXPENSES

3 unchanged sentences

Interest and other income, net

TOTAL OTHER INCOME (EXPENSE), NET

LOSS BEFORE INCOME TAXES

LOSS BEFORE INCOME

Income tax expense

Net loss attributable to non-controlling interests

Net loss attributable

to non-controlling interests

SS Innovations International

Consolidated Statements Of Cash Flow

For The Year Ended June 30, 2022

Condensed consolidated statement of cashflows

for the nine months ended September 30, 2022.

Previously Reported

for the merger transaction

flows from operating activities:

( 1,040,526 )

for the six months ended June 30, 2022.

As Previously

Accounting for

Cash flows from operating activities:

( 1,699,288 )

1 unchanged sentence

( 1,448,866 )

to reconcile net loss to net cash used in operating activities:

and amortization

lease liability

compensation expense

expense (net)

in operating assets and liabilities:

Adjustments to reconcile net loss to net cash used

in operating activities:

Depreciation and amortization

Operating lease expense

Stock compensation expense

Interest expense (net)

Changes in operating assets and liabilities:

Accounts receivable, net

from / payable to related parties

and other current assets

and other non current assets

accrued liabilities

cash used in operating activities

( 3,155,871 )

Inventory, net

Receivables from / payable to related parties

Prepaids and other current assets

Accounts payable

Prepaids and other non current assets

Other accrued liabilities

Net cash used in operating activities

( 1,179,971 )

flows from investing activities:

of / proceeds from sale of property, plant and equipment

cash used in investing activities

flows from financing activities:

from issuance of convertible notes to other investors

from bank overdraft facility (net)

from / (Repayment of) term loan

from securities offering

cash provided by financing activities

change in cash

of exchange rate on cash

at beginning of year

at end of year

Cash flows from investing activities:

Purchase of / proceeds from sale of property,

plant and equipment

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from bank overdraft facility (net)

Repayment of term loan

Proceeds from securities offering

Net cash provided by financing activities

Net change in cash

Effect of exchange rate on cash

Cash at beginning of year

Cash at end of year

Impact on restated consolidated financial

statements for the nine-months period ended September 30, 2022 (refer note 4)

statements for the six-months period ended June 30, 2022 (refer note 4)

During the course of a detailed re-review

of the original filing of Form 10-Q for period ended September 2023, it has been observed that there were also significant inaccuracies

in the corresponding figures reported for the three and nine months ended September 2022 condensed consolidated statement of operations

of the original filing of Form 10-Q for period ended June 2023, it has been observed that there were also significant inaccuracies in

the corresponding figures reported for the three and six months period ended June 2022 condensed consolidated statement of operations

and comprehensive loss and condensed consolidated statement of cashflows.

4 unchanged sentences

Details of Identified Errors:

Condensed consolidated statement of operations and comprehensive

loss and condensed consolidated statement of cashflows figures for the three months and nine months period ended September 2022:

consolidated statement of operations and comprehensive loss and condensed consolidated statement of cashflows figures for the three

months and six months period ended June 2022:

The corresponding figures reported,

in the condensed consolidated statement of operations and comprehensive loss and condensed consolidated statement of cashflows for September

in the condensed consolidated statement of operations and comprehensive loss and condensed consolidated statement of cashflows for June

2022 were entirely related to AVRA Medical Robotics, Inc., rather than Cardio Bahamas Pvt.

1 unchanged sentence

Corrective Actions Undertaken:

Condensed consolidated statement of operations and comprehensive

loss and condensed consolidated statement of cashflow adjustments for the three months and nine months period ended September 2022:

consolidated statement of operations and comprehensive loss and condensed consolidated statements of cashflow adjustments for the

three months and six months period ended June 2022:

The figures related to Cardio Bahamas

and its subsidiaries now have been updated as the corresponding figures in the condensed consolidated statement of operations

and comprehensive loss and condensed consolidated statement of cashflows for three months and nine months period ended September 2022.

These updated numbers provide a correct basis for comparison with the financials for the three and nine months periods ended September

and comprehensive loss and condensed consolidated statements of cashflow for three months and six months period ended June 2022.

updated numbers provide a correct basis for comparison with the financials for the three and six months periods ended June 30, 2023.

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 $ 14,215,627 and an accumulated deficit of $ 12,369,100 as of September 30, 2023.

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

deficit of $ 385,789 and an accumulated deficit of $ 10,470,562 as of June 30, 2023.

The Company also had a net loss of $ 6,837,504

for the nine months ended September 30, 2023 and $ 1,898,538 for the three months ended September 30,2023 which was mainly on account

of non-cash items like Depreciation of $ 105,701 for nine months and $ 38,644 for three month and advisory share issue to Dr.

$ 4,463,799 for nine months included in SG&A.

for the six months ended June 30, 2023 and $ 5,524,488 for the three months ended June 30, 2023 which was mainly on account of non-cash

items like Depreciation of $ 67,057 for six month and $ 34,466 for three month and advisory share issue to Dr.

Moll for $ 4,463,799 for

three months and six months included in SG&A.

In addition, the Company has been dependent on related parties to fund operations.

1 unchanged sentence

that the condensed consolidated financial statements are issued.

Management recognizes

that the Company must obtain additional resources to successfully implement its business plans.

The Company has been able to augment

its financial resources to further supplement its operations.

On April 15, 2023, the Company executed a Convertible Promissory Note (the

“ Line of Credit Note ”) with Sushruta Pvt Ltd.

Management recognizes that the Company must

obtain additional resources to successfully implement its business plans.

The Company has been able to augment its financial resources

to further supplement its operations.

On April 15, 2023, the Company executed a Convertible Promissory Note (the “Line of Credit

Note”) with Sushruta Pvt Ltd.

(“SPL “), the Bahamian holding company owned by Dr.

Sudhir Srivastava, our Chairman, Chief Executive Officer and principal shareholder.

Pursuant to the line of credit note, SPL, in its

discretion could make multiple advances to the Company through December 31, 2023 (the “ Maturity Date ”), in an aggregate

amount of up to $ 20,000,000 for working capital purposes and the advances under the line of credit note do not bear interest and are

due and payable on or before the maturity date.

SPL at its option, could also convert the principal amount of any advance into shares

of our common stock, at a conversion price of $ 0.74 per share.

As of September 30, 2023 Sushruta made advances aggregating to $ 16,980,000

under the line of credit note and exercised its option to convert the full amount of advances made into shares of our common stock at

a conversion price of $ 0.74 per share.

Accordingly, 22,945,946 shares of our common stock were issued to Sushruta as of September 30,

This conversion of funds advanced under the

line of credit note and subsequently converted into equity has resulted in a significant improvement in the Company’s stockholders’

equity and working capital position.

As of September 30, 2023, the Company had a stockholders’ equity of $ 16,368,252 and a working

capital surplus of $ 14,215,627 as compared to stockholders’ deficit of $ 2,678,537 and a working capital deficit of $ 3,670,954 as

of December 31, 2022.

Sudhir Srivastava, our Chairman,

Chief Executive Officer and principal shareholder.

Pursuant to the line of credit note, SPL, in its discretion could make multiple advances

to the Company through December 31, 2023 (the “Maturity Date”), in an aggregate amount of up to $ 20,000,000 for working capital

purposes and the advances under the line of credit note do not bear interest and are due and payable on or before the maturity date.

SPL, at its option, could also convert the principal amount of any advance into shares of our common stock, at a conversion price of

$ 0.74 per share.

As of June 30, 2023, $ 1,225,000 in advances were outstanding under the line of credit note.

to June 30, 2023, SPL exercised its option to convert its outstanding advances into common stock at a conversion price of $ 0.74 per share.

This conversion of funds advanced under the line of credit note and subsequently converted into equity has resulted in a significant

improvement in the Company’s stockholders’ equity and working capital position.

As of June 30, 2023, the Company had a stockholders’

equity of $ 1,116,096 and a working capital deficit of $ 385,789 as compared to stockholders’ deficit of $ 2,678,537 and a working

capital deficit of $ 3,670,954 as of December 31, 2022.

However, the Company’s existing cash

46 unchanged sentences

principal amounts of such receivables outstanding are deducted from the allowance.

The allowance for doubtful accounts as of September

The allowance for doubtful accounts as of June 30,

2023, and December 31, 2022 amounted to $ nil and $ nil respectively.

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relevant translation rates are as follows:

for the nine months ended September 30, 2023 closing rate at 83.1073 US$:

rate at 82.8860 US$:

for the six months ended June 30, 2023 closing rate at 82.0735 US$:

INR, average rate

at 82.3717 US$:INR.

relevant translation rates are as follows:

for the nine months ended September 30, 2022 closing rate at 81.5600 US$:

rate at 80.2550 US$:INR.

for the six months ended June 30, 2022 closing rate at 74.4000 US$:

INR, average rate

at 76.6850 US$:INR.

relevant translation rates are as follows:

1 unchanged sentence

INR, average rate at 78.51

78.51 US$:INR

The Company’s inventory consists of

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lower of cost (first-in, first-out) or estimated net realizable value.

As of September 30, 2023 and December 31, 2022, the Company valued

As of June 30, 2023, and December 31, 2022, the Company valued

the inventory at $ 3,965,750 and $ 904,103 respectively.

51 unchanged sentences

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.

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;

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.

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.

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to their premises.

Instrument and accessories

Instrument and accessories Sales:

We also sell instruments for use by surgeons

2 unchanged sentences

recognize the revenues from the sale of instruments as and when the instruments are delivered to the customer.

Warranty and Annual Maintenance

Contract Sales:

Warranty and Annual Maintenance Contract

Under ASC 606, the portion of the equipment

8 unchanged sentences

for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable.

Property Plant & Equipment depreciated using the straight-line

method at rates determined as per estimated useful lives of the assets.

The estimated useful lives used in in calculating depreciation

are as follows:

Property Plant & Equipment depreciated

using the straight-line method at rates determined as per estimated useful lives of the assets.

The estimated useful lives used in in

calculating depreciation are as follows:

Computer & peripherals

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Forfeitures of equity awards are accounted for as

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.

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.

o) Income Taxes

22 unchanged sentences

of basic and diluted earnings per share:

For the Nine Months ended

September 30,

For the Six Months ended

(As Restated)

2 unchanged sentences

( 1,699,288 )

Basic weighted average common shares outstanding (1)

weighted average common shares outstanding (1)

Dilutive effect of stock-based awards

Diluted weighted average common shares outstanding

Earnings per share attributable

to SS INNOVATIONS INTERNATIONAL INC.

Earnings per share attributable to SS INNOVATIONS INTERNATIONAL

stockholders:

1 unchanged sentence

For the Three Months ended

September 30,

(As Restated)

1 unchanged sentence

( 5,524,488 )

Basic weighted average common shares outstanding (1)

weighted average common shares outstanding (1)

Dilutive effect of stock-based awards

Diluted weighted average common shares outstanding

Earnings per share attributable to SS INNOVATIONS INTERNATIONAL INC.

Earnings per share attributable to SS INNOVATIONS INTERNATIONAL

stockholders :

Basic and Diluted

Prior period information has been adjusted to reflect the 1-for-10 reverse stock split of the Company’s common stock effected in April 2023.

Refer to condensed statements of changes in equity to the condensed consolidated financial statements for further details.

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

(1) Prior period information has been adjusted to reflect the 1-for-10

reverse stock split of the Company’s common stock effected in April 2023.

Refer to condensed statement of changes in

equity to the condensed consolidated financial statements for further details.

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

The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period.

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part of making decisions for allocating resources and evaluating performance.

As of both September 30, 2023 and December 31, 2022 100 %

As of both June 30, 2023 and December 31, 2022 100 %

of long-lived assets were in India.

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financial statements.

NOTE 3 – PROPERTY, PLANT AND EQUIPMENT,

NOTE 3 – PROPERTY, PLANT AND EQUIPMENT, NET

The Company’s property and equipment consisted of the following:

September 30,

(As Restated)

Computer & peripheral

Leasehold improvement

Computer & peripherals

Office equipment

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Server & networking

Leasehold improvement CWIP

Accumulated depreciation

Depreciation expenses for the three month

ended September 30, 2023 and 2022 amounted to $ 38,644 and $ 24,712 respectively.

Depreciation expenses for the nine months

ended September 30, 2023 and 2022 amounted to $ 105,701 and 71,745 respectively.

NOTE 4 – REVERSE

RECAPITALIZATION

quarter ended June 30, 2023, and 2022 amounted to $ 34,466 and $ 23,302 respectively.

Depreciation expenses for the six months ended

June 30, 2023, and 2022 amounted to $ 67,057 and $ 47,033 respectively.

NOTE 4- REVERSE RECAPITALIZATION

On April 14, 2023 (“Closing”),

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a wholly owned subsidiary of the Company (“Merger Sub”), CardioVentures, and Dr.

Sudhir Srivastava, who, through his holding

company, owned a controlling interest in CardioVentures.

At Closing, Merger Sub merged with and into

CardioVentures (the “Merger”), with CardioVentures being determined as the accounting acquirer for financial reporting purposes

in accordance with ASC 805.

The transaction was accounted for as a reverse recapitalization, with AVRA being treated as the accounting

Srivastava, who, through his holding company, owned a controlling interest in CardioVentures.

Closing, Merger Sub merged with and into CardioVentures (the “Merger”), with CardioVentures being determined as the accounting

acquirer for financial reporting purposes in accordance with ASC 805.

The transaction was accounted for as a reverse recapitalization,

with AVRA being treated as the accounting acquiree.

This determination was based on several factors:

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stockholders obtained the largest portion of voting rights in the post-combination company.

● The Board and

management of the combined entity are primarily composed of individuals associated with CardioVentures.

● CardioVentures had a larger entity size based on historical

operations, assets, revenues, and workforce.

● The ongoing operations, post-combination, are those of CardioVentures.

Merger Consideration and Share Issuance:

As part of the Merger, holders of CardioVentures’ outstanding common stock, including certain parties who provided interim

convertible financing, were issued 135,808,884 shares of SSII common stock, representing approximately 95 % of the issued and outstanding

shares of SSII post-merger, while the existing SSII shareholders retained approximately 5 % ( 6,545,531 shares) of the post-merger issued

Board and management of the combined entity are primarily composed of individuals associated

with CardioVentures.

● CardioVentures

had a larger entity size based on historical operations, assets, revenues, and workforce.

ongoing operations, post-combination, are those of CardioVentures.

Consideration and Share Issuance:

As part of the Merger, holders of CardioVentures’ outstanding common stock, including certain

parties who provided interim convertible financing, were issued 135,808,884 shares of SSII common stock, representing approxi mately

95 % of the issued and outstanding shares of SSII post-merger, while the existing SSII shareholders retained approximately 5 % ( 6,545,531

shares) of the post-merger issued shares.

Pursuant to the Merger Agreement, the holders

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These shares:

● Vote together

with SSII common stock as a single class, except as required by law.

● Vote together with SSII common

stock as a single class, except as required by law.

● Entitle holders to exercise 51 % of the total voting power of the Company.

● Are not convertible

into common stock, have no dividend rights, and carry a nominal liquidation preference.

● Include protective

provisions requiring the majority vote of Series A Preferred Shares to amend their rights.

● Are not convertible into common

stock, have no dividend rights, and carry a nominal liquidation preference.

● Include protective provisions

requiring the majority vote of Series A Preferred Shares to amend their rights.

● Are subject to automatic redemption for nominal consideration if holders own less than 50 % of the shares received in the Merger.

Restructuring and Capital Contributions:

Concurrent with

Concurrent with the Merger:

● The Company changed its name to “SS Innovations International, Inc.,” effected a one-for-ten reverse stock split, and increased its authorized common stock to 250,000,000 shares.

Srivastava, through his holding company, assigned patents, trademarks, and other intellectual

property related to its surgical robotic systems to a wholly owned subsidiary of SSII.

Sudhir Srivastava, through

his holding company, assigned patents, trademarks, and other intellectual property related

to its surgical robotic systems to a wholly owned subsidiary of SSII.

Frederic Moll and Andrew Economos provided interim financing during 2022, contributing $ 3,000,000 each.

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5 – ACCOUNTS RECEIVABLE, NET

receivable consisted of the following as of September 30, 2023 and December 31, 2022:

September 30,

receivable consisted of the following as of June 30, 2023 and December 31, 2022:

(As Restated)

Accounts receivable, net

Accounts receivable, net (current)

Accounts receivable, net (non-current)

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Details of customers which accounted for 10%

or more of total revenues during the nine months and three months period ended September 30, 2023 and September 30, 2022 and 10% or more

of total accounts receivables as at September 30, 2023 and December 31, 2022.

or more of total revenues during the six months and three months period ended June 30, 2023, and June 30, 2022 and 10% or more of total

accounts receivables as at June 30, 2023, and December 31, 2022.

Percentage of Revenue

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Percentage of Accounts

For nine months ended

For six months ended

For three months ended

Receivable as at

September 30,

NOTE 6 – CASH, CASH EQUIVALENTS

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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 September

statement of cash flows, cash, cash equivalents and restricted cash (Current) & (Non-Current) consisted of the following as of June

30, 2023, and December 31, 2022.

September 30,

(As Restated)

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Lien against overdraft facility

Lien against bank guarantee

Lien against credit card facility

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Restricted cash (Non- current)

Total cash, cash equivalents and restricted cash

Total cash, cash equivalents

and restricted cash

We have classified fixed deposits (FDs), which

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Prepaid, Current and Non-Current Assets consisted

of the following as of September 30, 2023 and December 31, 2022:

September 30,

of the following as of June 30, 2023, and December 31, 2022:

(As Restated)

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8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

payable and accrued current and non-current expenses consisted of the following as of September 30, 2023 and December 31, 2022:

September 30,

payable and accrued current and non-current expenses consisted of the following as of June

30, 2023, and December 31, 2022:

(As Restated)

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Other accrued liabilities- non current

Total accounts payable, accrued current and non-current expenses

Accounts payable $ 720,054 as of September

30, 2023, reflect the amounts due to various vendors of supplies and services in the normal course of business operations.

accrued liabilities of $ 409,977 as of September 30, 2023, mainly include $ 331,796 advance from customers and $ 69,506 provision for

9 – NOTES PAYABLE

Total accounts payable, accrued current and non-current

Accounts payable

$ 725,822 as of June 30, 2023, reflect the amounts due to various vendors of supplies and services in the normal course of business operations.

Other accrued liabilities of $ 583,541 as of June 30, 2023, mainly include $ 566,566 advance from customers.

NOTE 9 - NOTES

On April 15, 2023, the Company executed a

Convertible Promissory Note (the “Line of Credit Note”) with Sushruta Pvt Ltd.

(“ Sushruta ”), the

Bahamian holding company owned by Dr.

(“Sushruta”), the Bahamian holding

company owned by Dr.

Sudhir Srivastava, our Chairman, Chief Executive Officer and principal shareholder.

the line of credit note, SPL, in its discretion may make multiple advances to the Company through December 31, 2023 (the “ Maturity

Date ”), in an aggregate amount of up to $ 20,000,000 for working capital purposes.

The advances under the line of credit note

do not bear interest and are due and payable on or before the maturity date.

Sushruta may, at its option, convert the principal amount

of any advance into shares of our common stock, at a conversion price of $ 0.74 per share.

As of September 30, 2023, Sushruta made advances

aggregating to $ 16,980,000 that were outstanding in advances under the line of credit note and exercised its option to convert the full

amount of advances made into shares of our common stock at a conversion price of $ 0.74 per share.

Accordingly, 22,945,946 shares of our

common stock were issued to Sushruta as of September 30, 2023.

Pursuant to the line of credit

note, SPL, in its discretion may make multiple advances to the Company through December 31, 2023 (the “Maturity Date”), in

an aggregate amount of up to $ 20,000,000 for working capital purposes.

The advances under the line of credit note do not bear interest

and are due and payable on or before the maturity date.

Sushruta may, at its option, convert the principal amount of any advance into

shares of our common stock, at a conversion price of $ 0.74 per share.

As of June 30, 2023, $ 1,225,000 were outstanding in advances under

the line of credit note.

The Company entered into an Agreement with

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NOTE 10 – BANK OVERDRAFT FACILITY

overdraft facility consisted of the following as of September 30, 2023 and December 31, 2022.

September 30,

overdraft facility consisted of the following as of June 30, 2023, and December 31, 2022.

(As Restated)

HDFC Bank Ltd overdraft (with personal guarantee of Dr.

Sudhir Srivastava)

Sudhir Srivastava)(OD1)

HDFC Bank Ltd overdraft (with personal guarantee of Dr.

Sudhir Srivastava)

Sudhir Srivastava)(OD2)

Bank overdraft

The HDFC bank (OD1) of US$ 4,826,877 availed

on the basis of lien on the fixed deposits of $ 4,967,456 provided by the company.

During the Period ended September 30, 2023, the Company

replaced the fixed deposits earlier provided by Dr.

Sudhir Srivastava as security for this facility, by the fixed deposits out of its

own funds, thereby improving the net working capital position of the Company.

HDFC bank (OD2) is secured by all the current assets of

Both above facilities are additionally secured by personal guarantees provided by Dr Sudhir Srivastava.

As of September

30, 2023 and December 31, 2022, all financial and non-financial covenants under the bank overdraft facility agreement were complied

with by the Company.

The HDFC bank overdraft (OD1) of US$ 4,267,888

availed on the basis of lien on the fixed deposits of $ 43,284 provided by the company and is secured by Dr.

Sudhir Srivastava as security

for this facility, by the fixed deposits out of its own funds, thereby improving the net working capital position of the Company.

HDFC bank (OD2) is secured by all the current assets of the Company.

Both above overdrafts are additionally secured by personal guarantees

provided by Dr Sudhir Srivastava.

As of June 30, 2023 and December 31, 2022, all financial and non-financial covenants under the

bank overdraft facility agreement were complied with by the Company.

HDFC bank has sanctioned overdraft facilities

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an interest rate of 9.20 % per annum on the working capital overdraft limit, with interest payable monthly on the first day of the subsequent

Overdraft facility against fixed deposits is sanctioned with an interest rate linked to HDFC bank’s 3 -year MCLR, payable at monthly

intervals on the first day of the following month.

Overdraft facility against fixed deposits is sanctioned with an interest rate linked to HDFC bank’s 3-year MCLR, payable

at monthly intervals on the first day of the following month.

NOTE 11-BORROWINGS

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It is classified as a long-term

obligation (including interest) for the year ended December 31, 2022 and for the period ended September 30, 2023.

obligation (including interest) for the year ended December 31, 2022, and for the period ended June 30, 2023.

In 2021, the Company received an offer for

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range of assets to support ongoing operational and capital needs.

September 30,

(As Restated)

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is recognized over the period to which it relates.

During the quarter and nine-month period ended September 30, 2023, the company had

sold five and nine surgical robotic systems, respectively.

During the quarter and six month period ended June 30, 2023, the company had sold

three and four surgical robotic systems, respectively.

The revenues attributable to warranty for the agreed warranty period in respect

of each of the sales contracts are deferred for recognition over the period to which it relates.

In case of systems sold on a deferred payment

In case of systems sold on deferred payment

basis, the present value of the invoiced system sales realizable over the deferred payment period is recognized as systems sales.

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is recorded as interest income under other income, with a corresponding impact on accounts receivable over the collection period of contract.

The Company recorded $ 93,106 and nil as interest income on account of deferred financing component during the period ended September

The Company recorded $ 41,136 and nil as interest income on account of deferred financing component during the period ended June 30, 2023,

and 2022 respectively.

September 30,

(As Restated)

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Deferred revenue— end of period

September 30,

(As Restated)

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More than One year

For the nine months ended September 30,

2023 and 2022.

For the six months ended June 30, 2023,

The following table disaggregates our revenue

by major source:

September 30,

(As Restated)

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Total revenue

Revenues for nine month period ended September

30, 2023 and 2022 by geographic region (determined based upon customer domicile), were as follows:

September 30,

for six month ended June 30, 2023 and 2022 by geographic region (determined based upon customer domicile), were as follows:

(As Restated)

For the three months ended September 30, 2023 and 2022.

The following table disaggregates our revenue

by major source:

September 30,

For the three-months ended June 30, 2023,

The following

table disaggregates our revenue by major source:

(As Restated)

Instruments sale

Total revenue

Revenues for three month ended September 30,

2023 and 2022 by geographic region (determined based upon customer domicile), were as follows:

September 30,

for three month ended June 30, 2023 and 2022 by geographic region (determined based upon customer domicile), were as follows:

(As Restated)

NOTE 13 – STOCKHOLDERS’ EQUITY

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The Company had issued and outstanding 5,000

shares of preferred stock, par value $ 0.0001 for the period ended September 30, 2023.

stock issued at the time of Merger

Closing of the Merger on April 14, 2023, 135,808,884 shares of our common stock and 5,000 Series A Preferred Shares were issued to Cardio

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.

Stock issued post-Merger

the nine months ended September 30, 2023, $ 16,980,000 in advances that were outstanding under the Line of Credit Note, were converted

into 22,945,946 shares issued to Sushruta Pvt Ltd at the conversion price of $ 0.74 per share.

the nine months ended September 30, 2023, Farhan Taghizadeh exercised options and received 50,000 shares of common stock at

a price of $ 1.00 per share.

of September 30, 2023, there were 169,168,389 issued and outstanding common shares.

Holders of common stock are entitled to one vote

for each share of common stock.

14 – RELATED PARTY TRANSACTIONS

As of September 30, 2023 and December 31,

shares of preferred stock, par value $ 0.0001 for the period ended June 30, 2023.

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 5,000 Series A Preferred Shares 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.

Moll per his interim financing agreement with the Company.

As of June 30, 2023, there were 146,172,443

issued and outstanding common shares.

Holders of common stock are entitled to one vote for each share of common stock.

NOTE 14 - RELATED PARTY TRANSACTIONS

As of June 30, 2023, and December 31, 2022,

there were amounts due from related parties, respectively.

The advances are unsecured, non-interest bearing and due on demand.

September 30,

(As Restated)

Receivable from related party

September 30,

(As Restated)

Payable to related party

receivable/payable balances from/to related parties is across the Company and its related entities in the normal course of business.

All such receivable/payable balances are non-interest bearing and are receivable/repayable on demand.

from related party amounting to $ 1,728,253 and $ 1,628,839 as at September 30, 2023 and December 31, 2022 respectively, represents proceeds

of convertible promissory notes raised by the Company from the investors during the respective years, but collected by related entities

on its behalf.

Further, payable to related party amounting to $ 675,013 as at December 31, 2022 represents liability for expenses paid

by related entities on behalf of the Company.

April 15, 2023, the Company executed a Convertible Promissory Note (the “ Line of Credit Note ”) with Sushruta Pvt Ltd.

(“ SPL ”), the Bahamian holding company owned by Dr.

Sudhir Srivastava, our Chairman, Chief Executive Officer and principal

Pursuant to the line of credit note, SPL, in its discretion may make multiple advances to the Company through December 31,

2023 (the “ Maturity Date ”), in an aggregate amount of up to $ 20,000,000 for working capital purposes.

under the line of credit note do not bear interest and are due and payable on or before the maturity date.

SPL may, at its option, convert

the principal amount of any advance into shares of our common stock, at a conversion price of $ 0.74 per share.

As of September 30, 2023,

Sushruta made advances aggregating to $ 16,980,000 under the line of credit note and exercised its option to convert the full amount of

advances made into shares of our common stock at a conversion price of $ 0.74 per share.

Accordingly, 22,945,946 shares of our common

stock were issued to Sushruta as of September 30, 2023.

Company conducts its operations using facilities leased under operating lease agreements that expire at various dates.

following is a summary of operating lease assets and liabilities:

September 30,

The receivable/payable balances from/to related

parties is across the Company and its related entities in the normal course of business.

All such receivable/payable balances are non-interest

bearing and are receivable/repayable on demand.

Receivable from related party amounting to

$ 727,598 and $ 1,628,839 as at June 30, 2023 and December 31, 2022 respectively, represents proceeds of convertible promissory notes raised

by the Company from the investors during the respective years, but collected by related entities on its behalf.

Further, payable to related

party amounting to $ 675,013 as at December 31, 2022 represents liability for expenses paid by related entities on behalf of the Company.

On April 15, 2023, the Company executed a

Convertible Promissory Note (the “Line of Credit Note”) with Sushruta Pvt Ltd.

(“SPL”), the Bahamian holding

company owned by Dr.

Sudhir Srivastava, our Chairman, Chief Executive Officer and principal shareholder.

Pursuant to the line of credit

note, SPL, in its discretion may make multiple advances to the Company through December 31, 2023 (the “Maturity Date”), in

an aggregate amount of up to $ 2,000,000 for working capital purposes.

The advances under the line of credit note do not bear interest

and are due and payable on or before the maturity date.

SPL may, at its option, convert the principal amount of any advance into shares

of our common stock, at a conversion price of $ 0.74 per share.

As of June 30, 2023, $ 1,225,000 in advances were outstanding under the

line of credit note.

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:

Operating leases

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Right of use operating lease assets

Current portion of operating lease liablities

Non Current portion of operating lease liablities

Total lease liablities

September 30,

2023 December 31,

Current portion of operating lease liability

Non Current portion of operating lease liability

Total lease liabilities

June 30, December 31,

Operating leases (As Restated)

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Ilabs Info Technology Ground Floor 8.93 -

Village Chhatarpur-1849-1852-Farm 1.84 -

Weighted average discount rate

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Ilabs Info Technology Ground Floor 12 % -

Village Chhatarpur-1849-1852-Farm 10 % -

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

Period ended September 30

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

Period ended June 30

(As Restated)

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Operating cash outflows for operating leases

of lease liabilities as of September 30, 2023 were as follows:

Operating Leases

Maturities of lease liabilities as of June 30, 2023 were as follows:

Amount (in $)

2028 and thereafter

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Imputed Interest

Present value of lease liabilities

16 – INCOME TAX

Company has not recorded income tax benefits for the net operating losses incurred during the period ended September 30, 2023 and 2022,

nor for other deferred tax assets generated, due to its uncertainty of realizing a benefit from those items .

components of income/(loss) before income taxes consist of the following:

September 30,

Present value of lease

NOTE 16– INCOME TAX

The Company has not recorded income tax benefits

for the net operating losses incurred during the period ended June 30, 2023, and 2022 nor for other deferred tax assets generated, due

to its uncertainty of realizing a benefit from those items .

The components of income/(loss) before income

taxes consist of the following:

(As Restated)

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( 1,699,288 )

Company does not have federal and state net operating losses for the period ended September 30, 2023 and September 30, 2022.

Company has not recorded any amounts for unrecognized tax benefits as of September 30, 2023 and September 30, 2022.

The Company’s

practice is to recognize interest and penalties related to income tax matters in income tax expense.

The Company had no accrual of interest

and penalties on the Company’s balance sheets and has not recognized interest and penalties in the condensed consolidated statement

of operations and comprehensive loss for the period ended September 30, 2023 and September 30, 2022.

Company is subject to taxation in the United States and India.

The Company’s tax returns filed has no pending examinations in India

effective income tax rate differs from the amount computed by applying the income tax rate of India to Income/(Loss) before income taxes

approximately as follows:

September 30,

The Company does not have federal and state

net operating losses for the period ended June 30, 2023, and June 30, 2022.

The Company has not recorded any amounts for unrecognized tax benefits

as of June 30, 2023, and June 30, 2022.

The Company’s practice is to recognize interest and penalties related to income tax matters

in income tax expense.

The Company had no accrual of interest and penalties on the Company’s balance sheets and has not recognized

interest and penalties in the condensed consolidated statement of operations and comprehensive loss for the period ended June 30, 2023,

and June 30, 2022.

The Company is subject to taxation in the

United States and India.

The Company’s tax returns filed has no pending examinations in India and US.

The effective income tax rate differs from

the amount computed by applying the income tax rate of India to Income/(Loss) before income taxes approximately as follows:

(As Restated)

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Income tax expense/(benefit)

Company recorded nil income tax expense for the period ended September 30, 2023 and September 30, 2022, due to losses in current

period and prior period and it does not expect to recover the tax benefit on the losses incurred during the period ended September 30,

2023 and September 30, 2022.

components of the deferred tax balances were as follows:

September 30,

operating loss carry forwards

operating loss

tax liabilities:

and amortization

tax liabilities

deferred tax assets/Liability

tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement

carrying values of assets and liabilities and their respective tax bases and operating loss carry forwards.

The Company performed an

analysis of the realizability of deferred tax assets as of September 30, 2023 and December 31, 2022 and recorded a valuation

allowance of $ 2,597,060 and $ 768,324 , respectively.

17 – FAIR VALUE MEASUREMENT – FINANCIAL INSTRUMENTS

and liabilities recorded at fair value are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair

The levels of the fair value hierarchy are:

The Company recorded nil income tax

expense for the period ended June 30, 2023 and June 30, 2022, due to losses in current period and prior period and it does not

expect to recover the tax benefit on the losses incurred during the period ended June 30, 2023, and June 30, 2022.

The components of the deferred tax balances

were as follows:

(As Restated)

Deferred tax assets:

Net operating loss carry forwards

Net operating loss

Lease payments

Valuation allowance

( 2,198,357 )

Deferred tax assets

Deferred tax liabilities:

Depreciation and amortization

Deferred tax liabilities

Net deferred tax assets/Liability

Deferred tax assets and liabilities are recognized

for future tax consequences attributable to temporary differences between the financial statement carrying values of assets and liabilities

and their respective tax bases and operating loss carry forwards.

The Company performed an analysis of the realizability of deferred

tax assets as of June 30, 2023, and December 31, 2022, and recorded a valuation allowance of $ 2,198,357 and $ 768,324 ,

respectively.

NOTE 17 – 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:

observable inputs such as quoted prices in active markets.

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

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

company’s financial assets which are set out below in the table is 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.

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

inputs other than quoted prices in active markets that

are either directly or indirectly observable;

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 is 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

September 30,

Financial Assets

Account receivables

receivables net (1)

Other non-current financial

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Lease liabilities (4)

Other non-current financial

liabilities (5)

non-current financial liabilities (5)

(1) Account receivable net of allowance represent the long-term debtors of the company in relation to the sales made during the year.

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(5) Other non-current financial liabilities include provision for gratuity which is carried at a cost which is approximate to its fair value.

Company has assessed that the financial instruments that are not carried at fair value consist primarily of cash and cash equivalents,

restricted cash, receivable from related party, prepaid and other current assets, note payable, Bank overdraft facility, account payable,

and payable to related party for which fair values approximate their carrying amounts due to the short-term maturities of these instruments.

18 – STOCK COMPENSATION EXPENSES

Options issued to Doctors/Proctors as Advisors :

Company issue common stock (“Advisory Share”) to retain the Advisor to

perform the Services and in exchange for the compensation, which is issued in a phased manner as determined by the company.

The “Services”

includes (a) provide proctoring and medical advisory services, (b) advise the Company related to development of surgical robotics procedures

and improvements in design and technology (c) participate in case observation and live surgery performance (d) disseminate information

about Company’s products as speaker in various scientific meets/surgical robotic conferences globally.

stock issued to consultants as advisory shares during the period as follows:

the period ended September 30, 2023, the Company has recorded share compensation expense of $ 32,600 in relation to Advisory shares.

share-based compensation expense recognized in the condensed consolidated statement of operations and comprehensive loss during the period

ended September 30, 2023 and 2022, is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures, if

of September 30, 2023, there was $ 349,031 of total unrecognized compensation expense related to unvested advisory stock.

The total unrecognized

compensation expense is expected to be recognized until end of May 31, 2024.

19 – COMMITMENTS

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 $ 16,528 plus applicable taxes.

The Company has assessed that the

financial instruments that are not carried at fair value consist primarily of cash and cash equivalents, restricted cash, receivable

from related party, prepaid and other current assets, note payable, Bank overdraft facility, account payable, and payable to related

party for which fair values approximate their carrying amounts due to the short-term maturities of these instruments.

NOTE 18 – STOCK COMPENSATION EXPENSES

Stock Options issued to Doctors/Proctors

as Advisors :

Company issue common stock (“Advisory Share”) to retain the Advisor to perform the Services and in exchange

for the compensation, which is issued in a phased manner as determined by the company.

The “Services” includes (a) provide

proctoring and medical advisory services, (b) advise the Company related to development of surgical robotics procedures and improvements

in design and technology (c) participate in case observation and live surgery performance (d) disseminate information about Company’s

products as speaker in various scientific meets/surgical robotic conferences globally.

Advisory shares:

Common stock issued to consultants as advisory

shares during the period as follows:

Fair value on

Unvested Option

During the period ended June 30, 2023, the

Company has recorded share compensation expense of $ 8,150 in relation to Advisory shares.

As share-based compensation expense

recognized in the condensed consolidated statement of operations and comprehensive loss during the period ended June 30, 2023, and

2022, is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures, if any.

As of June 30, 2023, there was $ 604,034 of

total unrecognized compensation expense related to unvested advisory stock.

The total unrecognized compensation expense is expected to

be recognized until end of May 31, 2024.

NOTE 19 – 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 $ 16,528 plus applicable taxes.

This lease expires in March 2030 .

June 01, 2023, SSI-India subsidiary signed another lease agreement for occupying an additional space of 21,600 sq ft on the ground floor

of the same building where its current facility is located, to further expand its manufacturing and assembly capacity.

This lease provides

for a monthly payment of $ 12,033 plus taxes and expires on May 31, 2032 , subject to further renewal on mutually acceptable terms.

December 2020, SSI India had leased a house to provide residential accommodation to Dr Sudhir Srivastava pursuant to the terms of his

employment agreement.

This lease agreement has since been terminated and effective August 1, 2023, SSI India leased another house to

provide residential accommodation to Dr Sudhir Srivastava.

This lease provides for a monthly payment of $ 18,097 plus taxes.

20 – SUBSEQUENT EVENTS

Effective June 01, 2023, SSI-India subsidiary signed

another lease agreement for occupying an additional space of 21,600 sq ft on the ground floor of the same building where its current

facility is located, to further expand its manufacturing and assembly capacity.

This lease provides for a monthly payment of $ 12,033

plus taxes and expires on May 31, 2032 , subject to further renewal on mutually acceptable terms.

NOTE 20 – SUBSEQUENT EVENTS

Subsequent to June 2023, the Company had issued a raised a total of $ 16,980,000 in Convertible Notes from Sushruta.

As of September 2023, Sushruta exercised its option to convert the full amount of advances made into 22,945,94 shares of the Company’s common stock at a conversion price of $ 0.74 per share.

On February 13, 2024, the Company granted 3,350,221 stock options to Dr Sudhir Prem Srivastava to purchase common stock of the Company under Company’s Incentive Stock Plan.

1 unchanged sentence

The options to the extent vested and not exercised expire five years from the date of grant or earlier as provided for in the Incentive Stock Plan.

In the month of February 2024, through February 14, 2024, the Company raised $ 2,450,000 through 7 % One-Year Convertible Promissory Notes (“Notes”) from two affiliates ($ 1,000,000 each) and $ 450,000 from other investors 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 $ 4.45 .

In the month of February 2024, through February 14, 2024, the Company

raised $ 2,450,000 through 7 % One-Year Convertible Promissory Notes (“Notes”) from two affiliates ($ 1,000,000 each) and $ 450,000

from other investors 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 $ 4.45 .

In April 2024, the Company raised $ 2,000,000 from Sushruta Pvt Ltd.

2 unchanged sentences

by issuance of another One-Year 7 % One-Year Promissory notes to meet certain working capital needs.

In August 2024, the Company issued 125,000 shares to certain doctors/proctors for providing their proctoring/mentoring services.

In August 2024, the Company issued 125,000 shares to certain doctors/proctors

for providing their proctoring/mentoring services.

In October 2024, the Company borrowed $ 250,000 from Sushruta Pvt Ltd.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 1. Financial Statements