What changed in this filing

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Item 1. Financial Statements

2025-01-14 compared with 2018-02-28 · 1938 added, 459 removed, 27 unchanged (99% of the section changed)

Financial Statements

AVRA MEDICAL ROBOTICS, INC.

CONDENSED BALANCE SHEETS

September 30,

December 31, 2016

(As Restated)

Current Assets:

Cash and cash equivalents

Other prepaid expenses and deposit

Restricted cash

Accounts receivable, net

Receivable from related party

Inventory, net

Prepaids and other current assets

Total Current Assets

Accumulated depreciation

Intellectual Property

LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT) CURRENT LIABILITIES:

Non- Current Assets:

Property, plant, and equipment, net

Right of use asset

Accounts receivable, net

Restricted cash

Prepaids and other non current assets

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current Liabilities

Bank overdraft facility

Notes payable

Current maturities of long-term debt

Current portion of operating lease liabilities

Accounts payable

Accrued expenses

Due to majority shareholder

Promissory Notes

Payable to related party

Deferred revenue

Other accrued liabilities

Total Current Liabilities

STOCKHOLDERS’

EQUITY (DEFICIT)

Preferred stock, 5,000,000 shares authorized, $.0001 par value, none issued or outstanding

Common stock, 100,000,000 shares authorized, $.0001 par value, 20,644,746 and 19,000,000 issued and outstanding, respectively

Stock subscriptions receivable

Operating lease liabilities, less current portion

Deferred revenue

Other accrued liabilities

Long-term borrowings, less current portion

Total Non-Current Liabilities

Total Liabilities

Stockholders’ (deficit) equity:

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

Non-controlling interest

Accumulated other comprehensive income (loss)

Additional paid in capital

Capital reserve

Accumulated deficit

Total Stockholders’

Equity (Deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

accompanying notes are an integral part of these financial statements.

MEDICAL ROBOTICS, INC.

STATEMENTS OF OPERATIONS

( 12,369,100 )

( 3,633,058 )

Total stockholders’ (deficit)

( 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,

(As Restated)

Instruments sale

Total revenue

Cost of revenue

( 1,888,158 )

GROSS (LOSS) PROFIT

OPERATING EXPENSES:

Research & development expense

Stock compensation expense

Depreciation and amortization expense

Selling, general and administrative expense

TOTAL OPERATING EXPENSES

Loss from operations

( 1,852,100 )

OTHER INCOME (EXPENSE):

Interest expenses

Interest and other income, net

TOTAL OTHER (EXPENSE) INCOME

LOSS BEFORE INCOME TAXES

( 1,898,538 )

Income tax expense

NET LOSS FROM OPERATIONS

( 1,898,538 )

Net loss per share - basic and diluted

Weighted average-basic shares

Weighted average-diluted shares

CONSOLIDATED STATEMENTS

OF OTHER COMPREHENSIVE LOSS

September 30,

(As Restated)

( 1,898,538 )

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation (loss)

Retirement benefit (net of tax)

COMPREHENSIVE LOSS

( 2,032,847 )

See accompanying notes

to Condensed Consolidated Financial Statements

SS INNOVATIONS INTERNATIONAL,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

For The Nine Month Ended

September 30,

(As Restated)

Instruments sale

Total revenue

Cost of revenue

( 3,304,447 )

GROSS (LOSS) PROFIT

OPERATING EXPENSES:

Research and Development

General and Administrative

Research & development expense

Stock compensation expense

Depreciation and amortization expense

Selling, general and administrative expense

TOTAL OPERATING EXPENSES

OTHER INCOME AND (EXPENSES)

Interest Earned

Interest Expense

Total Other Income and (Expenses)

Loss from operations

( 8,113,864 )

( 2,081,570 )

OTHER INCOME (EXPENSE):

Interest expenses

Interest and other income, net

TOTAL OTHER (EXPENSE) INCOME

LOSS BEFORE INCOME TAXES

PROVISION FOR INCOME TAXES

BASIC AND DILUTED LOSS PER SHARE

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED

accompanying notes are an integral part of these financial statements.

MEDICAL ROBOTICS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

( 8,736,042 )

( 2,185,674 )

Income tax expense

NET LOSS FROM OPERATIONS

( 8,736,042 )

( 2,185,674 )

Net loss per share - basic and diluted

Weighted average-basic shares

Weighted average-diluted shares

CONSOLIDATED STATEMENTS

OF OTHER COMPREHENSIVE LOSS

September 30,

(As Restated)

( 8,736,042 )

( 2,185,674 )

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation (loss)

Retirement benefit (net of tax)

COMPREHENSIVE LOSS

( 8,934,318 )

( 2,241,502 )

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

Comprehensive

Non Controlling

Stockholders’

At December 31, 2022

( 3,633,058 )

( 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

( 1,898,538 )

( 2,032,847 )

Balance At September

( 12,369,100 )

BALANCE AT DECEMBER 31, 2021

Common stock issued

Retroactive application

of recapitalization

BALANCE AT MARCH 31,

( 1,366,439 )

Common stock issued

BALANCE AT JUNE 30,

( 2,118,464 )

( 1,145,273 )

Common stock issued

BALANCE AS AT SEPTEMBER

( 2,604,850 )

( 1,655,891 )

See accompanying notes to Condensed

Consolidated Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH

For The Nine Month Ended

September 30,

(As Restated)

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash (used) provided in operating activities:

Depreciation Expense

( 8,736,042 )

( 2,185,674 )

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

Stock compensation expense

Changes in operating assets and liabilities:

Increase in prepaid expenses

Increase in accounts payable and accrued expenses

Net Cash (Used) Provided in Operating Activities

INVESTING ACTIVITIES

Purchase of Intellectual Property

Equipment acquisition

Accounts receivable, net

( 2,627,457 )

Inventory, net

( 4,195,746 )

Receivables from / payable to related parties

Deffered revenue

Prepaids and other current assets

( 1,350,845 )

Accounts payable

Prepaids and other non current assets

Other accrued liabilities

Net cash used in operating activities

( 10,967,911 )

( 3,155,871 )

Cash flows from investing activities:

Purchase of / proceeds from sale of property,

plant and equipment

Net cash used in investing activities

FINANCING ACTIVITIES

Increase in Promissory Notes

Increase (decrease) of shareholder loans

Sale of common stock for cash

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 bank overdraft facility (net)

Proceeds from / (Repayment) of term loan

Net cash provided by financing activities

(DECREASE) IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS AT END OF PERIOD

SUPPLEMENTAL INFORMATION OF NON-CASH

INVESTING AND FINANCING ACTIVITIES

Cash paid for interest

Noncash financing activities:

Related party accrued expenses converted into common stock

Related party note payable converted into common stock

accompanying notes are an integral part of these financial statements.

MEDICAL ROBOTICS, INC.

TO CONDENSED FINANCIAL STATEMENTS

CONDENSED FINANCIAL STATEMENTS

Medical Robotics, Inc.

Company ”

AVRA ”) was incorporated as AVRA Surgical Microsystems,

Net change in cash

Effect of exchange rate on cash

Cash at beginning of year

Cash at end of year

Supplemental disclosure of cash flow information:

Conversion of convertible notes into common stock

See accompanying notes to Condensed Consolidated

Financial Statements

SS INNOVATIONS INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

NOTE 1 – FINANCIAL STATEMENTS

SS Innovations International, Inc.

(the “ Company ”

or “ SSII ”) was incorporated as AVRA Surgical Microsystems, Inc.

in the State of Florida on February 4, 2015.

Effective November 5, 2015, the Company’s corporate name was changed to

AVRA Medical Robotics, Inc.

The Company was established to develop advanced medical surgical devices.

The Company is structured

to invest in four principal areas –

surgical robotic systems, surgical tools, implantable devices and surgical robotic training.

the opinion of the Company the accompanying unaudited condensed financial statements prepared in accordance with instructions

for Form 10-Q, include all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation

of the results for the periods presented, Certain information and footnote disclosures normally included in the financial statements

prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.

It is suggested that the condensed financial statements be read in conjunction with the Company’s S-1 Registration Statement

The Balance Sheet as of December 31, 2016 was derived from audited financial statements as of that date.

The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results

to be expected for the full year.

of Financial Statements

condensed balance sheet at September 30, 2017, the condensed statements of operations for the three and nine months ended September

30, 2017 and the condensed statement of cash flows for the nine months ended September 30, 2017 have been restated to reflect

the grant of 45,000 shares of common stock for services rendered.

The shares vested on the grant date and were valued at $1.25

accompanying financial statements are prepared on the basis of accounting principles generally accepted in the United States of

America (“

GAAP ”).

The Company is a development-stage enterprise devoting substantial efforts to establishing

a new business, financial planning, raising capital, and research into products which may become part of the Company’s product

The Company has not realized significant sales through September 30, 2017.

A development stage company is defined as

one in which all efforts are devoted substantially to establishing a new business and, even if planned principal operations have

commenced, revenues are insignificant.

accompanying financial statements have been prepared assuming the continuation of the Company as a going concern.

has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity

financing to fund its operations.

Management of the Company is making efforts to raise additional funding until a registration

statement relating to an equity funding facility is in effect.

While management of the Company believes that it will be successful

in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional

equity capital, or be successful in the development and commercialization of the products it develops or initiates collaboration

agreements thereon.

The accompanying financial statements do not include any adjustments to reflect the possible future effects

on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible

inability of the Company to continue as a going concern.

RECENT ACCOUNTING PRONOUNCEMENTS

Company does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, will have

a material effect on the Company’s financial position, results of operations and cash flows.

Research collaboration agreement

May 1, 2016, the Company entered into a Research Agreement (the “

Research Agreement ”) with the University of

Central Florida (“

or the “

University ”) for the development of a prototype surgical

robotic device supporting minimal invasive surgical facial corrections.

Agreement provides that the University will provide personnel to accomplish the objectives as stated in the Statement of Work

over a period extending to September 30, 2017.

May 1, 2017, the research agreement with the University of Central Florida has been extended to September 30, 2019.

No additional

payments to the University were required.

Company agreed to extend funding of $163,307 from AVRA’s existing funds.

addition, AVRA has paid $43,548 for outright ownership of the University’s Intellectual Property resulting from the collaboration,

which amount is shown as Intellectual Property.

Management has assessed the carrying value of the asset and believes there has

been no diminution of its value and accordingly, no adjustment is necessary.

total cost to the Company is:

Research Expense -funded

from existing funds

Acquisition of Intellectual

Property Rights

December 31, 2016, $125,202 had been paid under the Agreement.

The balance of the amount owing to the University was fully paid

on February 24, 2017 and April 7, 2017.

Additionally, a $68,952 matching funds grant from the Florida High Tech Corridor Council

(FHTCC) was approved on July 16, 2016 which will provide the University research funds in addition to the Company’s funding

obligation to the University.

The FHTCC research grant is subject to certain research obligations and action requirements which

if not met may result in the loss of the FHTCC research funding which would require the Company to cover any resulting shortfall.

The agreement further provides for the payment of a 1% royalty to the University in any year when the sales of products using

the intellectual property exceeds $20,000,000.

ACCRUED EXPENSES

Expenses include $67,825 and $67,500 in accrued compensation to two officers at September 30, 2017 and three officers at December

31, 2016, respectively.

PROMISSORY NOTES

the year ended December 31, 2016, the Company borrowed $480,000 under 7.5% Convertible Promissory Notes (the “

Notes ”).

The Notes were due September 30, 2017 and bear interest at 7.5%.

The noteholders had agreed to extend the maturity to October

The notes were convertible into common stock of the Company at $0.50 per share in the event of a voluntary conversion

on or before an optional prepayment or the maturity date, or (1) the lower of $0.50 or (2) a 20% discount to the effective price

per share offering price in the event of a mandatory conversion upon consummation of a “

Qualified Financing ”,

as defined in the Notes.

The Company had pledged all assets as security for the notes.

In the event of default, the notes would

bear interest at 12% per annum.

upon the completion by the Company on September 30, 2017 of a private offering of 433,808 shares at a price of $1.25 per share

(an aggregate of $542,260), a Qualified Financing occurred and the $480,000 principal amount of the Notes was converted into 960,000

shares of common stock.

In addition, in lieu of accrued interest and in consideration for having extended the original maturity

date of the Notes, on October 1, 2017, the noteholders were issued three-year warrants to purchase 144,000 shares of common stock

at an exercise price of $1.25 per share.

the Company borrowed $100,000 from an individual on May 16, 2016 under a note bearing interest at 5%.

The note, along with accrued

interest, was repaid on September 30, 2016.

Company’s deferred tax assets at September 30, 2017 and December 31, 2016 consist of net operating loss carry forwards of

$1,048,808 and $485,048, respectively.

Using a federal statutory tax rate of 35%, the valuation allowance balance as of September

30, 2017 and December 31, 2016 total $367,083 and $169,767, respectively.

The increase in the valuation allowance balance for

the nine months ended September 30, 2017 of $197,316 is entirely attributable to the net operating loss.

to the uncertainty of their realization, no income tax benefits have been recorded by the Company for these loss carry-forwards

as valuation allowances have been established for any such benefits.

The increase in the valuation allowance was the result of

increases in the net operating losses discussed above.

Therefore, the Company’s provision for income taxes is $0 for the

three and nine months ended September 30, 2017 and 2016

September 30, 2017 and December 31, 2016 the Company had no material unrecognized tax benefits and no adjustments to liabilities

or operations were required.

The Company does not expect that its unrecognized tax benefits will materially increase within the

next twelve months.

The Company recognizes interest and penalties related to uncertain tax positions in general and administrative

At September 30, 2017 and 2016 the Company has not recorded any provisions for accrued interest and penalties related

to uncertain tax positions.

Company files U.S.

federal and state income tax returns in jurisdictions with varying statutes of limitations.

STOCKHOLDERS’

EQUITY (DEFICIT)

Company is authorized to issue up to 100,000,000 shares of common stock, $0.0001 par value per share plus 5,000,000 shares of

preferred stock, par value $0.0001.

On February 1, 2016 subscriptions were issued for 5,899,600 shares of common stock at $0.0001

per share (total $590).

In February 2017, the Company raised an additional $135,000 from a private offering of 135,000 shares

of common stock at a price of $1.00 per share made to three investors.

April 1, 2017, the Company entered into Conversion Agreements with its Chairman/CEO and the Chief Financial Officer whereby each

agreed to convert the amounts owing to them as of March 31, 2017 as compensation into common stock of the Company at a price of

$2.00 per share.

Furthermore, the Chief Financial Officer has agreed to convert any future amounts due as compensation per his

Employment Agreement effective through August 1, 2017, into shares of common stock at $2.00 per share as such amounts are earned,

and the Chairman/CEO has agreed to convert any future amounts in excess of $2,500 per month due as compensation through July 1,

2017, per his Employment Agreement, into shares of common stock at $2.00 per share as such amounts are earned.

On April 1, 2017,

57,438 shares were issued under the agreement to convert compensation due to the Chairman/CEO and Chief Financial Officer.

agreements were renewed upon their respective expirations.

As of July 1, 2017, the Chairman/CEO agreed to convert any future amounts

in excess of $2,500 per month due as compensation through December 31, 2017, per his Employment Agreement, into shares of common

stock at $2.00 per share, as such amounts are earned.

As of August 1, 2017, the Chief Financial Officer agreed to convert all

cash payments due to the employee per his Employment Agreement, into shares of common stock using a price of $2.00 per share,

as such amounts are earned.

September 30, 2017, the Chairman/CEO and the Chief Financial Officer converted $117,000 of compensation owed into 58,500 common

September 30, 2017, the Company sold 433,808 shares of common stock at $1.25 per share for a total of $542,260;

$461,075 was received

in September with the balance of $81,185, collected subsequent.

This amount is being reflected as stock subscriptions receivable

on the balance sheet under the stockholders’

equity section.

addition, on September 30, 2017, the promissory notes of $480,000 were converted into 960,000 shares of common stock.

lieu of accrued interest and in consideration for having extended the original maturity date of the Notes, on October 1, 2017,

the noteholders were issued three-year warrants to purchase 144,000 shares of common stock at an exercise price of $1.25 per share.

(see Note 5).

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

No preferred stock has been issued.

2016 INCENTIVE STOCK PLAN

August 1, 2016, the Company adopted its 2016 Incentive Stock Plan (the “

Plan ”).

The Plan provides for the granting

of options to employees, directors, consultants and advisors to purchase up to 3,000,000 shares of the Company’s common

The Board is responsible for administration of the Plan.

The Board determines the term of each option, the option exercise

price, the number of shares for which each option is granted and the rate at which each option is exercisable.

Incentive stock

options may be granted to any officer or employee at an exercise price per share of not less than the fair market value per common

share on the date of the grant.

August 15, 2016, five-year options were granted to certain participants for the purchase of 1,702,000 shares at an exercise price

of $0.10 per share.

1,000,000 shares vested immediately and the balance over three years.

October 1, 2016, five-year options were granted to certain participants for the purchase of 856,000 shares at an exercise price

of $0.15 per share.

of January 1, 2017, an option for the purchase of 40,000 shares was made at an exercise price of $0.15 per share.

All 40,000 shares

vested immediately.

of August 1, 2017, an additional five-year option for the purchase of 30,000 shares was made at an exercise price of $1.00.

shares vest over three years.

September 30, 2017 and December 31, 2016 options representing 1,603,667 shares and 1,176,000 shares were vested or exercisable,

November 5, 2015, the Company’s corporate name was changed to Avra Medical Robotics, Inc.

On April 14, 2023, a wholly owned subsidiary

of the Company, AVRA-SSI Merger Corporation (Merger Sub) merged with CardioVentures, Inc., a Delaware corporation (“ CardioVentures ”),

the indirect parent of Sudhir Srivastava Innovations Pvt.

Ltd., an Indian private limited company engaged in the business of developing

innovative surgical robotic technologies.

As a result of the transaction, a “ change in control ” of the Company took

In addition, among other matters, the Company changed its name to “ SS Innovations International, Inc.

implemented a one for ten reverse stock split.

The financial statements, financial information, share and per share information contained

in this report reflect the operations of both the Company and CardioVentures and give actual effect to the reverse stock split.

The Transaction (Note 4) was accounted for

as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”).

Under this method, AVRA was treated

as the “acquired” company (“Accounting Acquiree”) and Cardio Ventures Inc., the accounting acquirer, was assumed

to have issued stock for the net assets of AVRA, accompanied by a recapitalization.

Accordingly, for the year ended December 31, 2022,

CardioVentures has been considered the ultimate holding company.

Prior to October 18, 2022, Cardio Ventures Pvt Ltd., Bahamas (Cardio

Bahamas), was in existence and served as the ultimate holding company.

On October 18, 2022, Cardio Ventures Inc.

acquired controlling

interest in Otto Pvt Ltd.

from Cardio Bahamas, making Cardio Ventures Inc.

the ultimate holding company.

Basis of Presentation

Unaudited Interim Condensed Consolidated

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.

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”).

The standalone financial statements of subsidiaries

are fully consolidated on a line-by-line basis.

Intra-group balances and transactions, and gains and losses arising from intra-group

transactions, are eliminated while preparing condensed consolidated financial statements.

Accounting policies of the respective individual

subsidiaries are aligned wherever necessary, so as to ensure consistency with the accounting policies that are adopted by the Company

Restatement of Previously Issued Financial Statements for Correction

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

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

( 4,749,971 )

( 4,676,948 )

Total Current

Property, plant, and equipment,

Right of use asset

Accounts receivable, net

Restricted cash

Receivable from related party

( 1,860,333 )

Prepaids and other non current

Non Current Assets

( 2,021,433 )

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

( 1,299,136 )

( 1,355,382 )

Total Current

( 1,262,653 )

Operating lease liabilities, less

current portion

Deferred revenue

Other accrued liabilities

Long term liabilities

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 )

( 13,042,805 )

Capital reserve

( 21,085,962 )

( 12,369,100 )

( 1,019,496 )

( 4,013,989 )

Stockholders’ (deficit) equity

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

( 3,621,275 )

( 3,304,447 )

OPERATING EXPENSES:

Research & development expense

Salaries & payroll expenses

( 2,293,888 )

Stock compensation expense

Depreciation and amortization

general and administrative expense

OPERATING EXPENSES

( 1,056,875 )

from operations

( 4,637,135 )

( 8,113,864 )

( 3,476,729 )

( 4,649,159 )

Interest expenses

Interest and other income, net

INCOME (EXPENSE), NET

BEFORE INCOME TAXES

( 4,822,404 )

( 8,736,042 )

( 3,913,638 )

( 4,608,838 )

Income tax expense

( 4,822,404 )

( 8,736,042 )

( 3,913,638 )

( 4,608,838 )

loss attributable to non-controlling interests

( 4,822,404 )

( 8,736,042 )

( 3,913,638 )

( 4,608,838 )

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

( 1,269,928 )

( 1,888,158 )

( 1,523,662 )

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

( 1,972,461 )

( 1,852,100 )

( 1,664,704 )

OTHER INCOME (EXPENSE):

Interest expenses

Interest and other income, net

TOTAL OTHER INCOME (EXPENSE), NET

LOSS BEFORE INCOME

( 1,983,939 )

( 1,898,538 )

( 1,674,662 )

Income tax expense

( 1,983,939 )

( 1,898,538 )

( 1,674,662 )

Net loss attributable

to non-controlling interests

( 1,983,939 )

( 1,898,538 )

( 1,674,662 )

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:

( 4,822,404 )

( 8,736,042 )

( 3,913,638 )

( 4,608,838 )

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

( 1,565,093 )

in operating assets and liabilities:

receivable, net

( 2,627,457 )

( 2,216,734 )

( 4,195,746 )

from / payable to related parties

and other current assets

( 1,350,845 )

( 5,159,683 )

( 1,572,321 )

and other non current assets

expenses and other assets

( 12,723,129 )

accrued liabilities

( 1,292,321 )

cash used in operating activities

( 13,831,052 )

( 10,967,911 )

flows from investing activities:

receivable, net

( 4,069,383 )

of / proceeds from sale of property, plant and equipment

cash used in investing activities

( 4,946,786 )

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)

( 3,412,646 )

from / (Repayment) of term loan

from securities offering

from notes converted

( 22,980,000 )

from options exercised

Recapitalization

( 4,559,342 )

of notes payable

( 1,000,000 )

cash provided by financing activities

( 1,376,977 )

change in cash

of exchange rate on cash

at beginning of year

( 1,076,739 )

at end of year

(1) Accounting for merger transaction

On April 14, 2023, SSII (earlier known as

‘AVRA Medical Robotics Inc’ or ‘AVRA’) consummated the acquisition of Cardio Ventures, Inc., a Delaware corporation

(“Cardio Ventures”), pursuant to a Merger Agreement dated November 7, 2022 (the “Merger Agreement”), by and among

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

Sudhir Srivastava, who, through

his holding company, owned a controlling interest in Cardio Ventures.

Pursuant to the Merger Agreement, at Closing, Merger Sub merged

with and into Cardio Ventures (the “Cardio Ventures Merger”).

Further, 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.

Further, prior to October 18, 2022, Cardio Ventures Pvt Ltd., Bahamas (Cardio Bahamas), was

in existence and served as the ultimate holding company.

On October 18, 2022, Cardio Ventures Inc.

acquired controlling interest in Otto

from Cardio Bahamas, making Cardio Ventures Inc.

the ultimate holding company.

In the previously filed financial statements

(Form 10-Q) for the period ended September 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

accordance with ASC 805.

According to Note 1 of the originally filed Form 10-Q, a wholly owned subsidiary of the Company was treated

as the accounting acquirer, and CardioVentures, Inc.

was treated as the accounting acquiree.

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.

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.

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

that of AVRA, including the equity interests issued by AVRA to effect the merger as reverse recapitalization.

As a result, the equity

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.

The Company identified that fair value of

assets and liabilities of AVRA was assessed as nil at the time of merger.

Additionally, the Company excluded Accumulated

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.

Differential impact of above adjustments have

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

(2) Functional / Other reclassifications

In 2023, the Company conducted an in-depth

review of its functional expense classification and other reclassifications resulting in more appropriate allocation of costs based on

their specific business functions.

The following adjustments have been implemented:

Reclassification of lease expenses related

to Production (COGS) and Research & Development (R&D) from Sales General & Administration cost (SG&A)

Previously, lease expenses related to production

and R&D activities were grouped under SG&A expenses.

As a result of the review, these costs have now been reclassified to more

accurately reflect their functional relationship with core business activities.

Lease expenses for production-related activities

are now included under cost of revenue, as they are directly tied to the production process.

Lease expenses for R&D activities are

now classified under R&D expenses, ensuring that these costs are appropriately aligned with innovation efforts and accurately allocated

based on the proper assumptions regarding their direct contribution to the Company’s research and development initiatives.

This reclassification provides a clearer picture

of how the Company allocates resources toward both operational production and future product development.

Salaries and Related Expenses in COGS,

Previously, salaries and related expenses

were shown directly as a separate head in the statement of Income and Other comprehensive income.

Following further evaluation, these

expenses have been reclassified between COGS, R&D and SG&A.

Salaries and benefits for production staff

are now included under COGS, aligning them more accurately with the Company’s production costs.

This enhances the calculation of

gross profit margins and ensures the expenses are matched with the corresponding revenue.

Salaries for R&D personnel have been classified

exclusively in R&D expenses, properly attributing costs to the development of new products and technologies and reflecting the Company’s

ongoing investment in innovation.

These changes improve the functional categorization

of expenses and provide a more accurate depiction of the Company’s operating performance.

Other reclassifications in condensed

consolidated balance sheet and condensed consolidated statement of cash flows

We noted that there are reclassifications

required in the condensed consolidated balance sheet and condensed consolidated statement of cash flows to

- correct current/non-current positions

- correct classification basis nature

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

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.

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.

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.

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

(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.

(ii) Other reclassifications

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.

(3) Correction of accounting policies

misapplications

Revenue recognition

The Company identified that it had inadvertently

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.

In previously filed financial statements,

our revenue was recognized at nominal values without considering the time value of money.

Also, in previously filed financial statements,

the Company recognized revenue from maintenance and warranty services starting in the first year following delivery.

Further, the Company

included deferred revenue within accrued liabilities.

The decision to adopt a discounting approach

arises from our commitment to providing stakeholders with a more precise representation of our revenue streams.

By discounting future

cash flows to their present value, we ensure that our revenue reflects the economic reality of our transactions, considering the timing

of cash receipts.

This adjustment aligns our financial statements with best practices in revenue recognition and improves the comparability

of our financial information across periods.

However, after management’s evaluation,

it has been determined that the first year post-delivery is classified as a standard warranty period, with extended comprehensive maintenance

and warranty services commencing in the second year.

The services offered under the extended maintenance and warranty agreements are

consumed by customers concurrently with the Company’s performance of those services.

In line with ASC 606-10-25-27, revenue from

maintenance and warranty services is to be recognized over the term of the comprehensive maintenance and warranty agreements.

any advance revenue received will be recorded as deferred revenue until the related performance obligations are fulfilled.

Also, deferred revenue has now been reclassified

as a separate line item on the Balance Sheet, in accordance with U.S.

GAAP guidelines.

Additionally, deferred revenue has now been divided

into short-term and long-term classifications based on when revenue is expected to be recognized.

These adjustments provide more clarity

and transparency.

Moreover, the Company has now separated revenue

into instrument sales and system sales.

This differentiation enables a more detailed understanding of the revenue streams and their respective

recognition patterns.

Revenue from instrument sales and system sales will now be recorded separately on the face of condensed consolidated

statement of operations and other comprehensive loss, reflecting the distinct performance obligations and timing of revenue recognition

for each category.

Impact on restated condensed consolidated

financial statements for the period ended September 30, 2023

The Company identified that revenue and accounts

receivable were incorrectly recorded due to the financing component of trade receivables and deferred revenue, which is to be recovered

and recognized after one year from the balance sheet date according to purchase order terms.

In line with ASC 606, correction entries

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 .

Also, warranty income to be recognized once

the performance obligation condition gets fulfil to in line with this provision, unrealized warranty income included of the sale were

reversed and recoded as deferred revenue in balance sheet till the time performance obligation relation to this is not fulfilled.

due to this $ 888,964 was recorded as deferred revenue during the year and further the same was reclassed as current and non-current

$ 92,729 and $ 796,235 respectively in these restated financial statements.

Earlier all unrealized income (deferred revenue)

are recorded in other accrued liabilities and now the same had been recorded separately as deferred revenue in balance sheet by $ 1,355,382 .

Interest income for the current period related

to unwinding of account receivable balances recorded as interest income of $ 93,106 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.

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.

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.

In conjunction with the correction of the

lease accounting, the Company has also updated its incremental borrowing rates used to measure lease liabilities and right-of-use assets.

The revised rates are now more reflective of the Company’s current borrowing conditions and have been applied retrospectively to

all affected lease arrangements.

Impact on Financial Statements:

The restatement

is expected to primarily affect:

Lease Liabilities:

Previously unrecorded liabilities

associated with the identified leases will be recognized.

Right-of-Use Assets:

Corresponding assets

related to the identified lease arrangements will be recognized.

Lease Expenses:

Adjustments will be made to

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

property in India, but no transection recorded initially as per ASC 842 only the lease payments were recorded as rent expenses.

ASC 842, if a company entered into a lease contract for specific period of time it shall record the Right to Use Assets (ROU), Lease

liabilities and amortize ROU and interest on lease liabilities over the lease term.

Accordingly, Restatement adjustment of $ 2,758,518

was recorded to correct the balances of ROU in line with above provision of ASC 842.

Classification of current and non-current amount

of lease liability corrected by $ 375,280 and $ 2,459,296 respectively.

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.

Differential impact of above adjustments has

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

Correction of other errors in measurement

of income/expense/asset/liabilities.

We also noted errors in measurement of income/expense/assets/liabilities

throughout different financial statements captions which were corrected in the restated financial statements.

Below are major error corrections

made in condensed consolidated financial statements for the period ended September 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.

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

- The company identified that legal expenses amounting to $ 101,096 which were incorrectly charged as a legal expense, were actually related to the personal expenses of Dr.

Sudhir Prem Srivastava and office expenses amounting to $ 235,709 is recorded against advance made to Dr.

Sudhir Prem Srivastava earlier not recorded.

Stock compensation expenses:

The Company identified that stock

compensation expense was recorded incorrectly as it did not include advisory shares given to non employees.

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.

options were exercised during the nine months ended September 30, 2017 or for the year ended December 31, 2016.

Options for 56,250

shares were forfeited on June 30, 2017.

options issued to-date expire after five years from the issue date.

Except for the option for one million shares issued to the

CEO and to the Company’s counsel for 40,000 shares that vested immediately, all the options issued to date vest over three

options are accounted for in accordance with FASB ASC Topic 718, Compensation –Stock Compensation , with option expense

amortized over the vesting period based on the Black-Scholes option-pricing model fair value on the grant date, which includes

a number of estimates that affect the amount of expense.

During the three and nine months ended September 30, 2017 and 2016 $11,910

and $47,632, respectively, has been recorded as stock-based compensation and classified in general and administrative expense

on the Statement of Operations.

The total amount of unrecognized compensation cost related to non-vested options was $22,419 as

of September 30, 2017.

This amount will be recognized over a weighted average period of 2.0 years.

grant date fair value of options granted during the year of 2016 were estimated on the grant date using the Black-Scholes model

with the following assumptions:

expected volatility of 181%, expected term of 1.9 years, risk-free interest rate of 2.00% and

expected dividend yield of 0% for the options granted on August 15, 2016 with an exercise price of $0.10 per share and;

volatility of 73.64%, expected term of 2.0 years, risk-free interest rate of 2.00% and expected dividend yield of 0% for the options

granted on October 1, 2016 with an exercise price of $0.15 per share.

For options granted January 1, 2017, the following factors

volatility 36.18%;

INCENTIVE STOCK PLAN (CONTINUED)

interest rate of 2.00%, dividend yield of 0% and expected life of 2.3 years.

For options granted August 1, 2017, the following

factors were used:

volatility 63.05%;

risk-free interest rate of 2.00%, dividend yield of 0% and expected life of 2.8 years.

volatility is based on the average of the historical volatility of the stock prices of a blend of five publicly traded companies

operating in a similar industry as that of the Company.

The risk-free rate is based on the rate of U.S Treasury zero-coupon issues

with a remaining term equal to the expected life of the options.

The Company uses historical data to estimate pre-vesting for

feature rates.

the three months ended September 30, 2017, 45,000 shares of common stock were granted under the Plan to two individuals for services

The shares vested on the grant date and were valued at $1.25 per share.

This resulted in a charge to stock compensation

expense of $56,250.

EMPLOYMENT AGREEMENTS

July 1, 2016, the Company entered into an Employment Agreement with its Chairman and Chief Executive Officer.

The agreement provides

for an annual salary of $120,000 per year, increasing to $180,000 per year beginning July 2017.

Through December 2016, the employee

agreed to not receive the compensation in cash until the Board of Directors deemed it prudent to pay some or all of his salary.

Further the Agreement provides that the employee will receive a three-year option to purchase 1,000,000 shares of the Company’s

common stock at an exercise price of $0.10 per share, and becoming fully vested on August 15, 2016.

August 1, 2016, the Company entered into a one-year Employment Agreement with its Chief Financial Officer.

The agreement provides

for an annual salary of $108,000 per year.

Through December 2016, the employee agreed to not receive the compensation in cash

until the Board of Directors deemed it prudent to pay some or all of his salary.

Further the Agreement provides that the employee

will receive a three-year option to purchase 210,000 shares of the Company’s common stock at an exercise price of $0.10

per share, with 70,000 shares becoming fully vested upon each yearly anniversary.

The options are to be surrendered and cancelled

if the Agreement is terminated.

The Agreement has expired but its compensation terms continue in effect as long as the employee

remains employed by the Company.

August 1, 2016, the Company entered into a three-year Employment Agreement with its Vice President of Global Development.

agreement provides for an annual salary of $96,000 per year, increasing to $144,000 per year beginning July 2017.

Through December

2016, the employee agreed to not receive the compensation in cash until the Board of Directors deemed it prudent to pay some or

all of his salary.

Further the Agreement provides that the employee will receive a three-year option to purchase 300,000 shares

of the Company’s common stock at an exercise price of $0.10 per share, with 100,000 shares vested on each yearly anniversary.

on July 1, 2016, the Company entered into Indemnification Agreements with the Chairman and Chief Executive Officer, and on August

1, 2016 the Chief Financial Officer and the Vice-President of Global Business Development providing for the Company to indemnify

the individuals for all expenses, judgments, etc.

incurred while serving in various capacities with the Company.

EARNINGS PER SHARE

earnings per share (“

basic EPS ”) is computed by dividing the net income or loss by the weighted average number

of common shares outstanding for the reporting period.

Diluted earnings per share (“

diluted EPS ”) gives effect

to all dilutive potential shares outstanding.

For the three and nine months ended September 30, 2017 and 2016 the potential conversion

of the Promissory Notes into common stock was excluded from the computation of fully-diluted loss per share as the effect was

anti-dilutive.

Further, the potential exercise of stock options has been excluded from the computation of loss per share as the

effect was anti-dilutive.

LEASE COMMITMENT

Company occupies office and laboratory space in Orlando, Florida under a lease agreement expiring July 31, 2017.

Effective August

1, 2017, the agreement was amended to provide for additional space and to extend the lease term to July 31, 2018.

agreement provides that the Company pay insurance, maintenance and taxes with a monthly lease expense of $457.

SUBSEQUENT EVENTS

connection with the September 30, 2017 mandatory conversion of $480,000 in principal amount of 7.5% Convertible Promissory

Notes into 960,000 shares of common stock (see Note 5), on October 1, 2017, the noteholders were issued three-year warrants to

purchase 144,000 shares of common stock at an exercise price of $1.25 per share, in lieu of accrued interest and in consideration

for having extended the original maturity date of the notes.

Company has evaluated subsequent events through the date that the financial statements were

issued and determined that there were no other subsequent events requiring adjustment to or disclosure in the financial

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

used in this report, unless otherwise indicated, the terms “

AVRA ,”

the Company ,”

refer to AVRA Medical Robotics, Inc.

Regarding Forward Looking Statements

report contains forward-looking statements that reflect our current views about future events.

We use the words “anticipate,”

“assume,”

“believe,”

“estimate,”

“expect,”

“will,”

“intend,”

“may,”

“plan,”

“project,”

“should,”

“could,”

“seek,”

“designed,”

“potential,”

“forecast,”

“target,”

“objective,”

“goal,”

or the negatives

of such terms or other similar expressions.

These statements relate to future events or our future financial performance and involve

known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or

achievements to be materially different from any future results, levels of activity, performance or achievements expressed or

implied by these forward-looking statements.

is currently developing a prototype for skin resurfacing in partnership with the University of Central Florida, recognized particularly

for its work in the area of medical robotics research and design, focusing on the guidance systems which will allow AVRA’s

medical robotic system to handle any currently available “tool”

in the market.

financial statements appearing elsewhere in this statement have been prepared assuming the Company will continue as a going concern.

The company was recently formed and has not established sufficient operations or revenues to sustain the company.

These conditions

raise substantial doubt about the company’s ability to continue as a going concern.

of Operations

months ended September 30, 2017, as compared to three months ended September 30, 2016

During the three months ended September 30, 2016, our operations were limited to organizational and planning activities and

various research initiatives.

We had no revenues during the three months ended September 30, 2017 or the three months ended September 30, 2016.

and Development Expenses.

Research and development expenses during the three months ended September 30, 2017 were $6,067,

as compared to $54,436 for the three months ended September 30, 2016.

The decrease in research and development expenses from the

2016 quarter to the 2017 quarter, reflects the completion of the first phase of research by the University of Central Florida.

The Company is continuing development work on its prototype at its facilities at the University of Central Florida’s incubator.

and Administrative Expenses.

We incurred $221,273 in general and administrative expenses during the three months ended September

30, 2017, as compared to $182,464 for the three months ended September 30, 2016.

The increase is attributable to the beginning

of payment of compensation for the management staff, legal and other professional expenses related to the registration of the

Company’s common stock with the Securities and Exchange Commission and stock-based compensation expense on the Company’s

2016 Stock Incentive Plan.

We incurred a net $8,992 of other expenses during the three months ended September 30, 2017, as compared to $9,966

for the three months ended September 30, 2016.

Other expenses principally represent net interest expense on the Company’s

$480,000 in principal amount of 7.5% Convertible Promissory Notes (the “

Notes ”), which were mandatorily converted

into shares of common stock at the end of the 2017 quarter.

We incurred a net loss of $(236,332) during the three months ended September 30, 2017, as compared to a net loss of

$(246,866) for the three months ended September 30, 2016.

months ended September 30, 2017, as compared to nine months ended September 30, 2016

During the nine months ended September 30, 2016, our operations were limited to organizational and planning activities and

research activities under the agreement with the University of Central Florida.

We had no revenues during the nine months ended September 30, 2017 or the nine months ended September 30, 2016.

and Development Expenses.

Research and development expenses during the nine months ended September 30, 2017 were $57,208,

compared to $81,654 for the nine months ended September 30, 2016.

The decrease in research and development expenses from the 2016

period to the 2017 period, reflects the completion of the first phase of research by the University of Central Florida.

and Administrative Expenses.

We incurred $535,854 in general and administrative expenses during the nine months ended September

30, 2017, compared to $194,982 for the nine months ended September 30, 2016.

The increase is attributable to the beginning of

payment of compensation for the management staff, legal and other professional expenses related to the registration of the Company’s

common stock with the Securities and Exchange Commission and stock-based compensation expense on the Company’s 2016 Stock

Incentive Plan.

We incurred a net $26,962 of other expenses during the nine months ended September 30, 2017, as compared to $13,506

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.

(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.

An adjustment was recorded to adjust the vendor advance against respective expenditure totaling $ 98,226 .

(v) Incorrect useful life of PPE:

- The company identified that property, plant, and equipment were previously recorded incorrectly, with depreciation charged based on estimated useful life determined by management.

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.

(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.

(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.

(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.

(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

Condensed consolidated statement of operations

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

As Previously Reported

Accounting for the merger transaction

Warranty sales

Instrument sale

Total revenue

Cost of revenue

OPERATING EXPENSES:

Research & development expense

Stock compensation expense

Depreciation and amortization expense

Selling, general and administrative expense

TOTAL OPERATING EXPENSES

Loss from operations

( 1,150,632 )

( 2,081,570 )

OTHER INCOME (EXPENSE):

Interest expenses

Interest and other income, net

TOTAL OTHER INCOME (EXPENSE), NET

LOSS BEFORE INCOME TAXES

( 1,040,526 )

( 2,185,674 )

( 1,145,148 )

Income tax expense

( 1,040,526 )

( 2,185,674 )

( 1,145,148 )

Net loss attributable to non-controlling interests

( 1,040,526 )

( 2,185,674 )

( 1,145,148 )

Condensed consolidated statement of operations

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

As Previously Reported

Accounting for the merger transaction

Warranty sales

Instrument sale

Total revenue

Cost of revenue

OPERATING EXPENSES:

Research & development expense

Stock compensation expense

Depreciation and amortization expense

Selling, general and administrative expense

TOTAL OPERATING EXPENSES

Loss from operations

OTHER INCOME (EXPENSE):

Interest expenses

Interest and other income, net

TOTAL OTHER INCOME (EXPENSE), NET

LOSS BEFORE INCOME TAXES

Income tax expense

Net loss attributable to non-controlling interests

Condensed consolidated statement of cashflows

for the nine months ended September 30, 2022.

Other expenses principally represent net interest expense on the Company’s

$480,000 in principal amount of Notes (the “

Notes ”), which were mandatorily converted into shares of common

stock at the end of the 2017 period.

We incurred a net loss of $(620,024) during the nine months ended September 30, 2017, as compared to a net loss of $(290,142)

Previously Reported

for the merger transaction

flows from operating activities:

( 1,040,526 )

( 2,185,674 )

( 1,145,148 )

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

and amortization

lease liability

compensation expense

expense (net)

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 )

( 2,852,159 )

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

Impact on restated consolidated financial

statements for the nine-months period ended September 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

and comprehensive loss and condensed consolidated statement of cashflows.

These errors primarily originated from the inclusion of figures

that pertain to AVRA Medical Robotics, Inc., rather than the correct entities i.e.

Cardio Bahamas Pvt.

Ltd and its subsidiaries.

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:

The corresponding figures reported

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

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

Ltd and its subsidiaries.

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:

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

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.

The Company also had a net loss of $ 8,736,042

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.

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

These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date

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.

(“ 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.

However, the Company’s existing cash

resources and income from operations, are not expected to provide sufficient funds to carry out the Company’s operations and business

development through the next twelve (12) months.

The management of the Company is making efforts to raise further funding to scale up

operations and meet its longer-term capital needs.

While management of the Company believes that it will be successful in its capital

formation and planned expansion of its operating activities, there can be no assurance that the Company will be able to raise additional

equity capital or be successful in generating additional revenues and ultimately achieving profitability.

The accompanying financial

statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or

the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

a) Use of Estimates

The preparation of condensed consolidated

financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates

and assumptions that affect the reported amounts of assets, liabilities and expenses.

The Company regularly evaluates estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed

consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could

differ from those estimates made by management.

Significant estimates included discount rate for measuring significant financing component

for deferred collections in revenue contracts, fair value of stock options, incremental borrowing rate for leases and useful life of

property plant and equipment.

b) Cash and Cash Equivalents

The Company considers all highly liquid investments

purchased with an original maturity of ninety days or less to be cash equivalents.

c) Restricted Cash

Restricted cash includes any cash and cash

equivalents that are legally restricted as to withdrawal or usage for the Company’s operations.

For the purposes of the condensed

consolidated statement of cash flows, the Company includes in its cash and cash-equivalent balances those amounts that have been classified

as restricted cash and restricted cash equivalents.

d) Accounts Receivable and Allowance for Expected Credit Losses

The Company’s account receivables are

due from customers relating to contracts to supply surgical robotic systems, instruments, and accessories and to provide post sales warranty/maintenance

The Company also sells surgical robotic systems under deferred payment arrangements and in such cases, the amounts due and

recoverable beyond the one year period at the balance sheet date are classified as long-term receivables.

Collateral is currently not

The Company also maintains credit loss allowance for estimated losses resulting from the inability of the Company’s customers

to make payments.

The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment

history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s

ability to make payments as well as historical collection trends for its customers as a whole.

Based on this review, the Company specifically

reserves for those accounts deemed uncollectible or likely to become uncollectible.

When receivables are determined to be uncollectible,

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

The allowance for doubtful accounts as of September

30, 2023 and December 31, 2022 amounted to $ nil and $ nil respectively.

e) Employee Benefits

Contributions to defined contribution plans

are charged to the condensed consolidated statement of operations and comprehensive loss in the period in which services are rendered

by the covered employees.

Current service costs for defined benefit plans are recognized in the period to which they relate.

The liability

in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method.

The Company records

annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions,

including discount rates, mortality, future compensation increases and attrition rates.

The Company reviews its assumptions on an annual

basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so.

The effect of modifications

to those assumptions is recorded in other comprehensive income (loss) (“OCI”) and amortized to net periodic benefit cost

over the expected remaining period of service of the covered employees using the corridor method.

The Company believes that the assumptions

utilized in recording its obligations under its plans are reasonable based on its experience and market conditions.

These assumptions

may not be within the control of the Company and accordingly it is reasonably possible that these assumptions could change in future

The Company includes the service cost component of the net periodic benefit cost in the same line item or items as other compensation

costs arising from services rendered by the respective employees during the period.

The interest cost, expected return on plan assets

and amortization of actuarial gains/loss, are included in “Other income/(expense), net”.

f) Foreign Currency Translation

The functional currency of each entity in

the group is the currency of the primary economic environment in which it operates.

Transactions in foreign currencies are initially

recorded into functional currency at the rates of exchange prevailing on the date of the transaction.

Monetary assets and liabilities

denominated in foreign currencies are remeasured into functional currency at the rates of exchange prevailing at the balance sheet date.

Non-monetary assets and liabilities are remeasured to the functional currency at exchange rates that prevailed on the date of inception

of the transaction.

All foreign exchange gains and losses arising on re-measurement are recorded in the Company’s condensed consolidated

statement of operations and comprehensive loss.

The assets and liabilities of the subsidiaries

for which the functional currency is other than the U.S.

dollar are translated into U.S.

dollars, the reporting currency, at the rate

of exchange prevailing on the balance sheet date.

Revenues and expenses are translated into U.S.

dollars at the exchange rates prevailing

on the last business day of each month, which approximates the average monthly exchange rate.

Share capital and other equity items are

translated at exchange rates that prevailed on the date of inception of the transaction.

Resulting translation adjustments are included

in “Accumulated other comprehensive income/(loss)” in the condensed consolidated balance sheet.

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$:

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.

relevant translation rates are as follows:

for the year ended December 31, 2022 closing rate at 82.73 US$:

INR, average rate at

78.51 US$:INR

The Company’s inventory consists of

finished goods in the form of fully assembled and tested surgical robotic system, semi-finished goods in the form of various sub-systems

of the surgical robotic systems in various stages of assembly and manufacturing and raw material in the form of various mechanical, electrical,

and other material components, parts, motors, encoders etc.

which are not yet assembled/manufactured.

The inventory is valued at the

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

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

the inventory at $ 5,099,849 and $ 904,103 respectively.

h) Fair value measurements

ASC Topic 820, Fair Value Measurements

and Disclosures defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability

in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that

asset or liability.

The fair value should be calculated based on assumptions that market participants would use in pricing the asset

or liability as against assumptions specific to the entity.

In addition, the fair value of liabilities should include consideration of

non-performance risk, including the Company’s own credit risk.

The fair value hierarchy consists of the following three levels:

Quoted prices for identical instruments in active markets.

Quoted prices for similar instruments in active markets;

quoted prices for identical or similar

instruments in markets that are not active;

and model-derived valuations whose inputs are

observable or whose significant value drivers are observable.

● Level III —

Instruments whose significant value drivers are unobservable.

i) Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist principally of cash.

and cash equivalents, time deposits and accounts receivable.

By their nature, all such financial instruments involve risks including the credit risks of non-performance by counterparties.

funds are maintained as cash and cash equivalents and time deposits, placed with highly rated financial institutions to reduce its exposure

to market risk with regard to these funds.

The Company’s exposure to credit risk on account receivable is influenced mainly by

the individual characteristic of each customer and the concentration of risk from the top few customers.

To mitigate this risk the Company

evaluates the creditworthiness of its customers in conjunction with its revenue recognition processes as well as through its ongoing

collectability assessment processes for accounts receivable.

The Company does not enter into or trade financial instruments, including

derivative financial instruments, for speculative purposes.

j) Commitments and Contingencies

Liabilities for loss contingencies arising

from claims, assessments, litigation, fines and penalties, and other sources are recognized when it is probable that a liability has

been incurred and the amount of the assessment and/or remediation can be reasonably estimated.

A disclosure for a contingent liability

is made when there is a possible obligation that may require an outflow of resources.

When there is a possible obligation or a present

obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Legal costs incurred

in connection with such liabilities are expensed as incurred.

Capital commitments are disclosed in the condensed consolidated financial

k) Revenue Recognition

The Company recognizes revenue in accordance

with Accounting Standards Codification, or ASC606, the core principle of which is that an entity should recognize revenue to depict the

transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled

to receive in exchange for those goods or services.

To achieve this core principle, five basic criteria must be met before revenue can

be recognized:

Identification of a contract with a customer or placement of a purchase

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.

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.

Product type and payment terms vary by client.

System Sales:

The Company recognizes revenue when the “transfer

of control” occurs, which typically takes place upon the delivery of the system to the customer.

In cases where a deferred payment

arrangement exists, revenue is recognized at the present value of the consideration receivable, adjusted by the present value of any

extended warranty obligations.

Key Terms of Customer Contracts

The Company enters into binding contracts

with customers through either an agreement or a sales order, with all terms and conditions mutually agreed upon by both parties.

key terms and conditions include:

Finalization of Product and Price:

Agreement on the specific model of the “SSI Mantra” system and its selling price.

Payment Terms:

Determination of payment

terms, which may involve either a deferred payment arrangement or a one-time payment upon

delivery and installation of the system at the customer’s premises.

Deferred Payment Model:

For deferred payments, customers typically pay an advance amount before the dispatch of the system.

The remaining balance is payable in yearly installments over a period of 3 to 5 years.

Present value of deferred payment is calculated using the prevailing interest rate.

Warranty Services:

Instead of negotiating the sales price, the Company provides a warranty service that includes a 1-year assurance warranty and an extended warranty for an additional 3 to 5 years.

The exact terms are mutually agreed upon with the customer.

Delivery, Installation, and Training:

The Company is responsible for delivering and installing the system at the customer’s

Post-installation, the Company provides free training to surgeons and surgical

staff to enable them to operate the system effectively.

Transfer of Risk and Rewards:

risks and rewards associated with the system are transferred to the customer upon delivery

to their premises.

Instrument and accessories

We also sell instruments for use by surgeons

in conjunction with the use of our surgical robotic systems.

These instruments are consumable items for our hospital customers, and we

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

Warranty and Annual Maintenance

Contract Sales:

Under ASC 606, the portion of the equipment

sales value attributable to annual maintenance contracts is recorded separately as Warranty sales, which are recognized at their present

Once the warranty periods expire, the maintenance contracts commence, and the revenue generated from these maintenance contracts

is recognized as a distinct revenue stream.

l) Property Plant & Equipment

Property and equipment are stated at cost,

which is generally comprised of the purchase price for such property or equipment, non-refundable duties and taxes, but excludes any

discounts and/or rebates, less accumulated depreciation and impairment.

The Company reviews property and equipment

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:

Computer & peripherals

Leasehold improvement

Office equipment

Plant and machinery

R & D equipment

Server & networking

m) Long-lived Assets

In accordance with ASC 360, “ Property

Plant and Equipment ”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances

indicate that their carrying amount may not be recoverable.

Circumstances which could trigger a review include, but are not limited to

significant decreases in the market price of the asset;

significant adverse changes in the business climate or legal factors;

of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset;

current cash flow

or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset and current

expectation that the asset will more than likely not be sold or disposed significantly before the end of its estimated useful life.

Recoverability

is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the discounted

cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain circumstances.

An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

n) Stock Compensation Expense

Under the fair value recognition provisions

of ASC Topic 718, Compensation-Stock Compensation, cost is measured at the grant date based on the fair value of the award and is amortized

on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

Determining the fair value of stock-based

awards at the grant date requires significant judgment, including estimating the expected term over which the stock awards will be outstanding

before they are exercised and the expected volatility of our stock.

Stock Options :

These provide employees

with the right, but not the obligation, to purchase shares of the Company’s stock at a specified price, within a defined period,

as per the terms of the stock option agreement.

Stock-based compensation expense associated with AVRA 2016 Stock Incentive Plan is measured

at fair-value using a Black-Scholes option-pricing model at commencement of each offering period and recognized over that offering period.

Stock Units (Restricted Stock Units, or

These do not require the employee to exercise any options.

Each stock unit automatically converts into a specified number

of shares upon vesting.

The Company uses last three month’s average share price of common stock on OTC exchange as grant date fair

value for RSUs.

The Company recognizes stock-based compensation

expense in the condensed consolidated statement of operations and comprehensive loss for both employees and non-employee directors based

on the grant-date fair value of the awards.

These costs are recognized on a straight-line basis over the requisite service period, or

until the date at which the recipient becomes eligible for retirement, if shorter.

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.

o) Income Taxes

The Company accounts for income taxes using

the asset and liability method of accounting for income taxes.

The Company calculates and provides income taxes in each of the tax jurisdictions

in which it operates.

The deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences

between the condensed consolidated financial statement carrying values of existing assets and liabilities and their respective tax bases

and all operating losses carried forward, if any.

Deferred tax assets and liabilities are measured using tax rates expected to apply

to taxable income in the years in which the applicable temporary differences are expected to be recovered or settled.

The effect on deferred

tax assets and liabilities of a change in tax rates or tax status is recognized in the statements of income in the period in which the

change is identified.

The Company releases (reclassifies) the tax effects from AOCI to the condensed consolidated statement of operations

and comprehensive loss for amortization of deferred actuarial gain/(loss) on retirement benefits.

Deferred tax assets are reduced by

a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets

will not be realized.

The Company establishes provisions for uncertain

tax provisions and related interest and penalties when the Company believes those tax positions are not more likely than not of being

sustained, if challenged.

p) Basic and Diluted Loss per Share

The following table sets forth the computation

of basic and diluted earnings per share:

For the Nine Months ended

September 30,

(As Restated)

( 8,736,042 )

( 2,185,674 )

Basic 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.

stockholders :

Basic and Diluted

For the Three Months ended

September 30,

(As Restated)

( 1,898,538 )

Basic 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.

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

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

For periods in which we report net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive

common shares are not assumed to have been issued if their effect is anti-dilutive.

q) Research and Development Costs

In accordance with ASC Topic 730 “Research

and Development”, with the exception of intellectual property that is purchased from another enterprise and have alternative future

use, research and development expenses are charged to operations as incurred.

r) Fair Value of Financial Instruments

Our financial instruments consist principally

of accounts receivable, amounts due to related parties and promissory notes payable.

The carrying amounts of cash and cash equivalents

and promissory notes approximate fair value because of the short-term nature of these items.

The Company determines if an arrangement is

a lease at inception of the contract.

The Company’s assessment is based on whether:

(1) the contract involves the use of a distinct

identified asset, (2) the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the

term of the contract, and (3) the Company has the right to direct the use of the asset.

A lease is classified as a finance lease if any

one of the following criteria are met:

(1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains

an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful

life of the asset or (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset.

Operating leases are presented within “Right-of-use

assets, operating lease” “Current portion of operating lease liabilities” and “Operating lease liabilities, less

current portion” in the Company’s condensed consolidated balance sheet.

Right-of-use assets (ROU) assets represent

the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation

to make lease payments arising from the lease arrangement.

Lease liabilities are recognized at commencement date based on the present

value of lease payments over the lease term.

Operating lease ROU assets are recognized at commencement date in an amount equal to lease

liability, adjusted for any lease prepayments, initial direct costs, and lease incentives.

For leases in which the rate implicit in the

lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement

The Company determines the incremental borrowing rate by adjusting the benchmark reference rates with appropriate financing spreads

applicable to the respective geographies where the leases are entered and lease specific adjustments for the effects of collateral, if

Lease terms includes the effects of options to extend or terminate the lease when it is reasonably certain at commencement

of the lease that the Company will exercise that option.

Lease expense for operating lease arrangements is recognized on a straight-line

basis over the lease term reflecting single operating lease cost.

The Company evaluates lease agreements to determine lease and non-lease

components, which are accounted for separately.

Lease payments that depend on factors other

than an index or rate are considered variable lease payments and are excluded from the operating lease assets and liabilities and are

recognized as expense in the period in which the obligation is incurred.

Lease payments include payments for common area maintenance,

utilities such as electricity, heating and water, among others, and property taxes, and other similar payments paid to the landlord,

which are treated as non-lease component.

The Company accounts for lease-related concessions

in accordance with guidance in Topic 842, Leases, to determine, on a lease-by-lease basis, whether the concession provided by lessor

should be accounted for as a lease modification.

The Company accounts for a modification as

a separate contract when it grants an additional right of use not included in the original lease and the increase is commensurate with

the standalone price for the additional right of use, adjusted for the circumstances of the particular contract.

Modifications which

are not accounted for as a separate contract are reassessed as of the effective date of the modification based on its modified terms

and conditions and the facts and circumstances as of that date.

Upon modification, the Company remeasures the lease liability to reflect

changes to the remaining lease payments and discount rates and recognizes the amount of the remeasurement of the lease liability as an

adjustment to the ROU assets.

However, if the carrying amount of the ROU assets is reduced to zero as a result of modification, any remaining

amount of the remeasurement is recognized as an expense in condensed consolidated statement of operations and comprehensive loss.

The Company reviews ROU assets for impairment

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

t) Segment reporting

The Company operates in one segment

The chief operating decision maker regularly reviews the operating results of the Company on a condensed consolidated basis as

part of making decisions for allocating resources and evaluating performance.

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

of long-lived assets were in India.

Revenue from external customers is attributed to individual countries based on customer location.

u) Recent Accounting Pronouncements

In March 2023, the Financial Accounting Standard

Board (“FASB”) issued Accounting Standard Update (“ASU”) No.

2023-01, Leases (“Accounting Standards

Codification (“ASC”) Topic 842”):

Common Control Arrangements.

This ASU provides guidance in ASC Topic 842 that

leasehold improvements associated with common control leases should be (i) amortized by the lessee over the useful life of the leasehold

improvements to the common control group, regardless of the lease term, as long as the lessee controls the use of the underlying asset

through a lease, and (ii) accounted for as a transfer between entities under common control through an adjustment to equity if and when

the lessee no longer controls the use of the underlying asset.

The ASU is effective for fiscal years beginning after December 15, 2023.

Early adoption is permitted for both interim and annual financial statements that have not yet been issued.

When adopted in an interim

period, it must be adopted from the beginning of the year that includes that interim period.

The Company does not have any lease arrangements

with entities under common control and the adoption of this ASU is not expected to have a material impact on its condensed consolidated

financial statements.

NOTE 3 – PROPERTY, PLANT AND EQUIPMENT,

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

September 30,

(As Restated)

Computer & peripheral

Leasehold improvement

Office equipment

Plant and machinery

R & D equipment

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

On April 14, 2023 (“Closing”),

the Company consummated the acquisition of CardioVentures, Inc., a Delaware corporation (“CardioVentures”), pursuant to a

Merger Agreement dated November 7, 2022 (the “Merger Agreement”).

This agreement was executed among AVRA-SSI Merger Corporation,

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

This determination was based on several factors:

● CardioVentures’

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

Pursuant to the Merger Agreement, the holders

of CardioVentures’ common stock also received 5,000 shares of newly designated Series A Non-Convertible Preferred Stock (the “Series

A Preferred Shares”).

These shares:

● 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 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

● 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.

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

As a result, Dr.

Moll received 7 % of SSII’s post-merger issued and outstanding common stock on a fully diluted basis, with 4 % treated as stock compensation expenses for strategic value.

Economos received 2.86 % of SSII’s post-merger issued shares.

Reverse Recapitalization Impact:

part of the reverse recapitalization, CardioVentures acquired the net assets of AVRA at fair value at Closing.

The fair value of AVRA’s

net assets was assessed to be zero by management, resulting in a recognized loss of $ 5,000,000 in additional paid-in capital.

was due to the difference between the fair value of the shares issued ( 5 % of the total) and AVRA’s net assets.

For comparative periods, the assets and liabilities

of CardioVentures (the accounting acquirer) were recognized at their pre-combination carrying amounts, with retained earnings and equity

balances carried forward.

The equity structure reflects that of AVRA (the legal parent) using the exchange ratio established in the Merger

5 – ACCOUNTS RECEIVABLE, NET

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

September 30,

(As Restated)

Accounts receivable, net

Accounts receivable, net (non-current)

Total accounts receivable, net

The Company performed an analysis of the trade

receivables related to SSI India and determined, based on the deferred payment terms of the contracts, that a $ 1,780,876 may not be due

and collectible in next one year and thus company classified these receivables as non-current.

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.

Percentage of Revenue

Percentage of Accounts

For nine months ended

For three months ended

Receivable as at

September 30,

NOTE 6 – CASH, CASH EQUIVALENTS

AND RESTRICTED CASH

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

30, 2023 and December 31, 2022.

September 30,

(As Restated)

Cash and cash equivalents

Fixed deposit

Lien against overdraft facility

Lien against bank guarantee

Lien against credit card facility

Restricted cash (current)

Fixed deposit

Lien against bank guarantee

Lien against credit card facility

Restricted cash (non- current)

Total cash, cash equivalents and restricted cash

We have classified fixed deposits (FDs), which

are subject to withdrawal restrictions, as Restricted cash.

Additionally, time deposits with a maturity of over one year have been classified

as non-current.

The Company has secured a bank overdraft facility

from HDFC bank, collateralized by fixed deposits held with HDFC bank.

This facility includes a withdrawal restriction tied to the fixed

(Refer Note 10 – Bank overdraft.)

NOTE 7 – PREPAID, CURRENT AND

NON- CURRENT ASSETS

Prepaid, Current and Non-Current Assets consisted

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

September 30,

(As Restated)

Receivables from statutory authorities

Security deposit

Other prepaid- current assets

Prepaid and other current assets

Security deposits

Other prepaid- non current asset

Prepaid and other non current assets

Total prepaid, current and non current assets

Prepaid expenses – stock compensation

represents unamortized portion of common stock granted to advisors for services to be rendered by them in future.

(Refer Note 18 –

Stock Compensation Expenses)

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,

(As Restated)

Accounts Payable

Payable to statutory authorities

Salary payable

Other accrued liabilities

Provision for gratuity long term

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

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.

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.

The Company entered into an Agreement with

Andrew Economos and Dr.

Frederic Moll for issuing a convertible redeemable note in the principal amount of $ 3,000,000 each.

may be converted into common shares (without any significant conversion premium on the debt) of the Company’s common stock at valuation

of $ 100,000,000 .

As on the date of merger, i.e.

April 14, 2023, Andrew Economos converted $ 3,089,178 (comprising of $ 3,000,000 of principal

and $89,178 as interest) of his convertible note into 3,879,938 shares of common stock and Dr.

Frederic Moll converted $ 3,049,364 (comprising

of $ 3,000,000 of principal and $49,364 as interest) of his convertible note into 3,767,933 shares of common stock.

NOTE 10 – BANK OVERDRAFT FACILITY

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

September 30,

(As Restated)

HDFC Bank Ltd overdraft (with personal guarantee of Dr.

Sudhir Srivastava)

HDFC Bank Ltd overdraft (with personal guarantee of Dr.

Sudhir Srivastava)

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.

HDFC bank has sanctioned overdraft facilities

subject to operational terms and conditions, including payment on demand, comprehensive insurance coverage against all risks of primary

security, periodic inspections of the plant by the bank, and submission of monthly stock and financial records to the bank within 30

days after each month-end.

Security for this facility includes current assets, plant and machinery, furniture and fixtures, and a personal

guarantee from Mr.

Sudhir Prem Shrivastava.

The cash credit facility is sanctioned at

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.

NOTE 11 – BORROWINGS

As part of our ongoing efforts to manage working

capital and improve liquidity, we have arranged for Axis Bank to issue a Letter of Credit (LC) on behalf of one of our debtors, Indraprastha

Cancer Society & Research Centre (RGCI), for $ 452,818 .

This LC is valid for a period of 666 days.

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.

In 2021, the Company received an offer for

a term loan with a tenure of 24 months.

The loan is structured with a half-yearly principal repayment schedule, and it carries an initial

interest rate of 7.80 %.

This rate is subject to variation as per the terms outlined in the loan schedule and is payable on a monthly

The primary securities provided against the

loan include current assets, movable fixed assets, fixed deposits and plant and machinery.

Additionally, the loan is backed by the personal

guarantee of Dr.

Sudhir Prem Shrivastava.

This loan structure provides the company with a financing solution, secured by a comprehensive

range of assets to support ongoing operational and capital needs.

September 30,

(As Restated)

Current maturities of long-term debt

Long-term borrowings, less current portion

Total Borrowings

NOTE 12 – DEFERRED REVENUE

Contract liabilities (deferred revenue) consist

of advance billings and billing in excess of revenues recognized.

Deferred revenue also includes the amount for which services have been

rendered but other conditions of revenue recognition are not met, for example, where the Company does not have an enforceable contract.

The revenues attributable to the warranty

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.

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

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

difference between the invoiced amount and its present value is adjusted (reduced) in the accounts receivable balance.

This difference

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

30, 2023 and 2022 respectively.

September 30,

(As Restated)

Deferred revenue— beginning of period

Net changes in liability for pre-existing contracts

Revenue recognized

Deferred revenue— end of period

September 30,

(As Restated)

Deferred revenue expected to be recognized in:

One year or less

More than One year

For the nine months ended September 30,

and Capital Resources

Company expects to require substantial funds for research and development, to continue to develop its initial proposed medical

robotic system.

The Company plans to meet its operating cash flow requirements by raising additional funds from the sale of our

securities and, if possible on favorable terms, by entering into development partnerships to assist the Company with its technology

development activities.

the period from inception (February 4, 2015) through December 31, 2016, the Company raised $1,900 from private offerings of its

common stock and a private offering of $480,000 in principal amount of the Notes.

In February 2017, the Company raised an additional

$135,000 from a private offering of 135,000 shares of common stock at a price of $1.00 per share made to three investors.

30, 2017, the Company sold 433,808 shares of stock in a private offering at a price of $1.25 per share or an aggregate of $542,260

of which $461,075 was collected prior the quarter end.

As a result of the completion of that offering, the $480,000 in principal

amount of the Notes converted into 960,000 shares of our common stock.

we have been successful in raising funds to fund our operations since inception and we believe that we will be successful in obtaining

the necessary financing to fund our operations going forward, we do not have any committed sources of funding and there are no

assurances that we will be able to secure additional funding.

The accompanying financial statements have been prepared assuming

that the Company will continue as a going concern;

however, if the efforts noted above are not successful, it would raise substantial

doubt about the Company’s ability to continue as a going concern.

If we cannot obtain financing, then we may be forced to

further curtail our operations or consider other strategic alternatives.

Even if we are successful in raising the additional financing,

there is no assurance regarding the terms of any additional investment and any such investment or other strategic alternative

would likely substantially dilute our current shareholders.

Sheet Arrangements

are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,

changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources

that is material to investors.

Quantitative Disclosures About Market Risks.

smaller reporting company, ”

we are not required to provide the information required by this Item.

2023 and 2022.

The following table disaggregates our revenue

by major source:

September 30,

(As Restated)

Instruments Sale

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,

(As Restated)

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

The following table disaggregates our revenue

by major source:

September 30,

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,

NOTE 13 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue up to 250,000,000

shares of common stock, $ 0.0001 par value per share.

The Company has one class of common stock outstanding.

Holders of the Company’s

common stock are entitled to one vote per share.

Upon the liquidation or dissolution of the Company, its common stockholders are entitled

to receive a ratable share of the available net assets of the Company after payment of all debts and other liabilities.

The Company’s

shares of common stock have no pre-emptive, subscription, redemption or conversion rights.

Preference shares

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,

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,

Operating leases

(As Restated)

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,

Operating leases (As Restated) 2022

Weighted average remaining lease term (years)

Ilabs Info Technology 3rd Floor 6.44 7.19

Village Chhatarpur-1257-1258-Farm -

Ilabs Info Technology Ground Floor 8.67 -

Village Chhatarpur-1849-1852-Farm 1.84 -

Weighted average discount rate

Ilabs Info Technology 3rd Floor 12 % 12 %

Village Chhatarpur-1257-1258-Farm -

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

(As Restated)

Cash payments for amounts included in the measurement of lease liabilities :

Operating cash outflows for operating leases

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

Operating Leases

2028 and thereafter

Total Lease Payment

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,

(As Restated)

( 8,736,042 )

( 2,185,674 )

( 8,736,042 )

( 2,185,674 )

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,

(As Restated)

Accounting profit / (loss) before income tax

( 8,736,042 )

( 2,185,674 )

Income tax expense (benefit) at federal statutory rate at 21 %

( 1,834,569 )

Foreign tax rate differential

Non-deductible expenses

Excess tax expense/(benefit) on depreciation

Excess tax expense/(benefit) on Security deposit

Impact of unrecognized deferred tax asset on the loss of the year

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:

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:

Carrying Value

September 30,

Financial Assets

Account receivables

Other non-current financial

Financial Liabilities

Borrowings (3)

Lease liabilities (4)

Other 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.

The Company has presented the receivable balances account after reducing the significant financing component included using the discount rate of 10%.

(2) Other non-current assets include security deposits and long-term fixed deposits with banks.

Company has calculated the fair value of security deposit at present value of future receipt using discount rate of 10% and fair value of long-term fixed deposit with banks are carried at cost which is approximate to the fair value.

(3) Long term borrowing includes a loan from the Axis bank.

The Company has carried the loan balance at cost which is approximate to the fair value.

(4) The Company has long term lease liabilities in relation to office properties which is carried at cost using the discount rate (Refer Note 15 Lease).

(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.

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

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.

These options vested as of the grant date and can be exercised at a price of $ 5.00 per Share subject to adjustment pursuant to the terms of the Plan.

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

by issuance of two 7 % One-Year Promissory note of $ 1,000,000 each, to meet certain working capital needs.

In July 2024, the Company raised $ 500,000 from Sushruta Pvt Ltd.

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

to meet certain working capital needs evidenced by an additional One-Year 7 % Promissory Note in such principal amount.

In October 2024, our SSI-India subsidiary’s working capital facilities from HDFC bank were also increased by an additional $ 1,093,881 .

In December 2024, the Company borrowed $ 2,000,000 from Sushruta Pvt.

to meet certain working capital needs evidenced by an additional 7 % One-Year Convertible Promissory Note.

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