What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-02-19 compared with 2025-01-14 · 820 added, 880 removed, 1033 unchanged (62% of the section changed)

Financial Statements

As of December 31,

(As restated)

12 unchanged sentences

Restricted cash

Prepaids and other non current assets

Prepaids and other non current

Total Non-Current

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

LIABILITIES AND STOCKHOLDERS’

Current Liabilities

4 unchanged sentences

Accounts payable

Payable to related party

Deferred revenue

1 unchanged sentence

Total Current Liabilities

Non- Current Liabilities

Operating lease liabilities, less current portion

1 unchanged sentence

Other accrued liabilities

Long-term borrowings, less current

Total Non-Current

Total Liabilities

Stockholders’ (deficit) equity:

Stockholders’ 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 June 30, 2023 and December 31, 2022 respectively

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

Non-controlling interest

5,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023

Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 170,739,380 shares and 170,711,880 shares issued and outstanding as of March 31, 2024 and December 31, 2023 respectively

Accumulated other comprehensive income (loss)

Common stock to be issued, 12,500 shares

Additional paid in capital

4 unchanged sentences

Total stockholders’

(deficit) equity

( 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 Month Ended

(As Restated)

Instruments sale

Total revenue

Cost of revenue

( 1,124,116 )

GROSS (LOSS) PROFIT

OPERATING EXPENSES:

Research & development expense

Stock compensation expense

Depreciation and amortization expense

Selling, general and administrative

TOTAL OPERATING

Loss from operations

( 5,191,135 )

OTHER INCOME (EXPENSE):

Interest expenses

Interest and other income, net

TOTAL OTHER (EXPENSE) INCOME

LOSS BEFORE INCOME TAXES

( 5,524,488 )

Income tax expense

( 5,524,488 )

Net loss per share - basic and diluted

Weighted average-basic shares

Weighted average-diluted shares

CONSOLIDATED STATEMENTS

OF OTHER COMPREHENSIVE LOSS

(As Restated)

( 5,524,488 )

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation (loss)

Retirement benefit (net of tax)

TOTAL COMPREHENSIVE LOSS

( 5,544,132 )

and stockholders’ equity

See accompanying notes

3 unchanged sentences

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For The Six Month Ended

For The Three months ended

(As restated)

1 unchanged sentence

Instruments sale

Warranty sale

Total revenue

1 unchanged sentence

( 2,909,511 )

GROSS (LOSS) PROFIT

OPERATING EXPENSES:

2 unchanged sentences

Depreciation and amortization expense

Selling, general and administrative

TOTAL OPERATING

Selling, general and administrative expense

TOTAL OPERATING EXPENSES

Loss from operations

2 unchanged sentences

OTHER INCOME (EXPENSE):

Interest expenses

Interest Expense

Interest and other income, net

TOTAL OTHER (EXPENSE) INCOME

TOTAL OTHER INCOME (EXPENSE), NET

LOSS BEFORE INCOME TAXES

7 unchanged sentences

Weighted average- diluted shares

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE

(As Restated)

CONSOLIDATED STATEMENTS

OF OTHER COMPREHENSIVE LOSS

( 9,841,753 )

1 unchanged sentence

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation (loss)

Foreign currency translation gain/(loss)

Retirement Benefit (net of tax)

4 unchanged sentences

Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE

30, 2023, AND JUNE 30, 2022

INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE MONTHS

ENDED MARCH 31, 2024, AND MARCH 31, 2023

comprehensive

Stockholders’

AT DECEMBER 31, 2022

( 3,633,058 )

( 2,678,537 )

Total Stockholders’

Balance as at December 31, 2023

( 24,511,350 )

Stock compensation

Common stock issued against exercise of warrants

Stock issued for services

( 9,841,753 )

AT MARCH 31, 2023

( 9,912,560 )

Balance as at March 31, 2024

( 34,353,103 )

recapitalization

of notes payable to equity

issued for services

compensation expense

to be issued for services

Balance as at December 31, 2022

( 3,633,058 )

( 2,678,537 )

AT JUNE 30, 2023

( 1,313,016 )

AT DECEMBER 31, 2021

application of recapitalization

AT MARCH 31, 2022

( 1,357,338 )

AT JUNE 30, 2022

Balance as at March 31, 2023

( 4,946,074 )

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Six Month

For The Three months ended

(As restated)

4 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating

Depreciation & amortization

Operating lease expense

Stock compensation expense

Share issue to investor and advisors

Depreciation and amortization

Operating lease liability

Interest expense (net)

Credit loss reserve

Stock compensation expense

Changes in operating assets and liabilities:

13 unchanged sentences

Cash flows from investing activities:

Purchase of / proceeds from sale

of property, plant and equipment

Net cash (used in) / provided by investing

Purchase of property, plant and equipment

( 1,550,135 )

Net cash used in investing activities

( 1,550,135 )

Cash flows from financing activities:

Proceeds from issuance of convertible notes to other investors

Proceeds from issuance of convertible notes to principal

Proceeds from bank overdraft facility (net)

Proceeds from issuance of convertible notes to principal

Proceeds from issuance of convertible notes to other investors

Repayment of term loan

2 unchanged sentences

Effect of exchange rate on cash

Cash at beginning of year¹

Cash at end of year¹

1 For cash and cash equivalents and restricted cash, refer

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 STATEMENTS

Cash and cash equivalents at the beginning

of the period

Cash and cash equivalents at end of the

See accompanying notes

to Condensed Consolidated Financial Statements.

INNOVATIONS INTERNATIONAL, INC.

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – FINANCIAL STATEMENTS

13 unchanged sentences

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.

in this report reflect the operations of both the Company and Cardio Ventures Inc.

and give actual effect to the reverse stock split.

The Transaction (Note 4) was accounted for

15 unchanged sentences

Financial Statements

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

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

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

The unaudited interim condensed consolidated financial statements have been prepared on the

same basis as the annual consolidated financial statements and reflect, in the opinion of

management, all adjustments of a normal and recurring nature that are necessary for the fair

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

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

The financial data

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

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

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

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

or for any future annual or interim period.

The interim condensed consolidated balance sheet

as of December 31, 2022 included herein was derived from the audited consolidated financial

statements as of that date.

These interim condensed consolidated financial statements should

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

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

Securities and Exchange Commission

(the “SEC”) on December 6, 2024.

interim condensed consolidated financial statements and accompanying notes were prepared

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

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

the consolidated financial statements of SS Innovations International, Inc.

and all of its

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

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

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

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

The interim condensed consolidated balance

sheet as of March 31, 2024, and the interim condensed consolidated statements of operations, comprehensive loss, cash flows, and stockholders’

equity for the three months ended March 31, 2024 and 2023 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 March 31, 2024 and our results

of operations and cash flows for the three months ended March 31, 2024 and 2023.

The financial data and other financial information disclosed

in these notes to the interim condensed consolidated financial statements related to the three month periods are also unaudited.

interim condensed consolidated results of operations for the three months ended March 31, 2024 are not necessarily indicative of the

results to be expected for the year ending December 31, 2024 or for any future annual or interim period.

The interim condensed consolidated

balance sheet as of December 31, 2023 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 three months ended March 31, 2024.

the comparative financial statements for three months ended March 31, 2023, have been prepared on a consolidated basis and reflect the

consolidated financial statements of Cardio Ventures Inc.

and all of its subsidiaries (“Group”).

The standalone financial statements of subsidiaries

3 unchanged sentences

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

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

Restatement of Previously Issued Financial Statements for Correction

The Company restated the accompanying condensed

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

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

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

for the merger transaction

/ other reclassification

of revenue in case of deferred payment sales

of right of use of certain assets and liabilities

/ Adjustments

Restatement in June 2023

consolidated balance sheet as at March 31, 2024 as well as the condensed consolidated statement of operations and comprehensive loss

and the condensed consolidated statements of cash flows for the three months ended March 31, 2024, and March 31, 2023 respectively, as

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

Accounting for the merger

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 March 2024

Summary of restatements made in condensed

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

consolidated balance sheet as at March 31, 2024 is as follows:

Previously Reported

14 unchanged sentences

receivable, net

Receivable from related party

( 3,172,400 )

from related party

( 1,409,555 )

and other non current assets

2 unchanged sentences

( 2,896,293 )

AND STOCKHOLDERS’ EQUITY (DEFICIT)

overdraft facility

AND STOCKHOLDERS’ EQUITY

Bank overdraft

maturities of long-term debt

portion of operating lease liabilities

2 unchanged sentences

( 3,913,599 )

( 3,560,077 )

( 1,163,410 )

Current Liabilities

( 2,630,674 )

( 3,307,812 )

( 1,058,106 )

lease liabilities, less current portion

accrued liabilities

borrowings, less current portion

Non-Current Liabilities

( 1,009,748 )

Stockholders’

(deficit) equity :

stock, $ 0.0001 par value per share;

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

issued and outstanding as of June 30, 2023

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

shares issued and outstanding as of June 30, 2023

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 March 31, 2024 and December 31, 2023

Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 170,739,380 shares and 170,711,880 shares issued and outstanding as of March 31, 2024, and December 31, 2023 respectively

other comprehensive income (loss)

5 unchanged sentences

( 2,722,113 )

stockholders’ (deficit) equity

liabilities and stockholders’ (deficit) equity

( 5,383,283 )

Condensed consolidated statement of operations

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

reclassification²

( 1,248,337 )

( 2,351,346 )

( 1,416,289 )

& development expense

compensation expense

and amortization expense

general and administrative expense

( 1,134,097 )

operating expenses

from operations

( 2,664,674 )

( 6,261,764 )

( 3,597,090 )

( 3,636,935 )

INCOME (EXPENSE):

and other income, net

before INCOME taxes

( 2,838,465 )

( 6,837,504 )

( 3,999,039 )

( 3,645,834 )

( 2,838,465 )

( 6,837,504 )

( 3,999,039 )

( 3,645,834 )

loss attributable to non-controlling interests

( 2,838,465 )

stockholders’ equity

( 1,056,160 )

( 2,722,113 )

liabilities and stockholders’ equity

( 2,896,293 )

Condensed consolidated statement of operations

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

and comprehensive loss for the three-months ended March 31, 2024:

Previously Reported

8 unchanged sentences

( 3,228,377 )

Research & development expense

( 3,873,339 )

( 2,909,511 )

( 2,249,538 )

( 3,228,377 )

and development expense

compensation expense

& Payroll Expenses

and amortization expense

6 unchanged sentences

( 3,228,377 )

( 4,347,635 )

INCOME (EXPENSE):

and other income, net

OTHER INCOME (EXPENSE), NET

BEFORE INCOME TAXES

9 unchanged sentences

( 4,356,832 )

loss attributable to non-controlling interests

statements of other comprehensive loss

( 2,798,448 )

3 unchanged sentences

( 4,356,832 )

Condensed consolidated statement of cashflows

for the six-months ended June 30, 2023.

reclassification²

Cash flows from operating activities:

currency translation gain/(loss)

benefit (net of tax)

COMPREHENSIVE LOSS

( 2,800,837 )

2 unchanged sentences

( 3,157,196 )

Adjustments to reconcile net loss to net cash used in operating

Depreciation and amortization

Translation diff

Operating lease expense

Stock compensation expense

Share issue to investor and advisors

Interest expense (net)

Non cash expense

Changes in operating assets and liabilities:

Accounts receivable, net

( 4,425,250 )

Condensed consolidated statement of cashflows

for the three-months ended March 31, 2024:

reclassification²

deferred payment

certain assets and

flows from operating activities:

( 2,798,448 )

( 9,841,753 )

Inventory, net

( 7,043,305 )

1 unchanged sentence

( 4,356,832 )

Receivables from / payable to related parties

Deferred revenue

Prepaids and other current assets

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

and amortization

lease liability

compensation expense

expense (net)

in operating assets and liabilities:

receivable, net

( 3,186,108 )

Accounts payable

( 3,186,108 )

Prepaids and other non current assets

Prepaid expenses and other assets

from / payable to related parties

and other current assets

( 2,771,791 )

Other accrued liabilities

Net cash used in operating activities

( 3,560,590 )

and other non current assets

expenses and other assets

( 1,534,137 )

Cash flows from investing activities:

Notes receivables - acquisition

accrued liabilities

of use liability, current portion

cash used in operating activities

( 1,249,038 )

( 2,587,256 )

Long term receivable

( 4,052,887 )

Purchase of / proceeds from sale of property, plant

and equipment

Net cash used in investing activities

flows from investing activities:

receivable, net

( 3,019,005 )

Cash flows from financing activities:

Proceeds from issuance of convertible notes to other investors

of property, plant and equipment

( 1,317,157 )

( 1,550,135 )

Proceeds from issuance of convertible notes to principal shareholder

Proceeds from bank overdraft facility (net)

Repayment of term loan

Proceeds from securities offering

from / payable to related parties

cash used in investing activities

( 4,207,606 )

( 1,550,135 )

Accumulated other comprehensive income (loss)

Repayments of notes payable

flows from financing activities:

from issuance of convertible notes to other investors

from issuance of convertible notes to principal shareholder

( 1,450,000 )

Net cash provided by financing activities

( 1,450,000 )

Net change in cash

Effect of exchange rate on cash

Cash at beginning of year

from bank overdraft facility (net)

from securities offering

cash provided by financing activities

change in cash

( 4,052,887 )

Cash at end of year

Impact on restated condensed consolidated

financial statements for the period ended June 30, 2023

of exchange rate on cash

and cash equivalents at the beginning of the period

and cash equivalents at end of the period

(1) Accounting for merger transaction

7 unchanged sentences

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.

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.

In the previously filed financial statements

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

(Form 10-Q) for the period ended March 31, 2024, 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

3 unchanged sentences

was treated as the accounting acquiree.

The opening balances in the financial statements

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

Upon review of merger agreements and related technical accounting guidance

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

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

at historical

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

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

the time of the merger.

The balances in the financial statements

for the period ended March 31, 2023, included only the assets and liabilities of both AVRA and Cardio Ventures.

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.

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.

reflected in the restated condensed consolidated 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 six months ended June 30, 2022 considered the equity interest of Cardio Bahamas) outstanding immediately before

the business combination.

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

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

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

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

equity interests in the condensed consolidated financial statements for three months ended March 31, 2023 was determined by considering

the equity interests of Cardio Venture Inc 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 for three months ended March 31, 2023 of Cardio Venture Inc.

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

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

The Company identified that fair value of

2 unchanged sentences

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

Further, Selling, general and administrative expenses and Interest

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

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

as per the guidance of ASC-805 reverse recapitalization.

Differential impact of above adjustments have

been corrected in the condensed consolidated statement of cash flows for the period ended June 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 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:

8 unchanged sentences

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

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

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

3 unchanged sentences

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.

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

Following further evaluation, these expenses

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

Salaries and benefits for production staff

11 unchanged sentences

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

(A) Reclassifications in Condensed Consolidated

current/non-current positions

classification basis nature of receivable/payable

Impact on restated condensed consolidated

financial statements for the period ended March 31, 2024

(A) Impact on restated Condensed Consolidated

Balance Sheet

Reclassifications were

of below nature:

Reclassifications were of below nature:

Restricted Cash:

Fixed deposit against bank guarantee of $ 43,680

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

Fixed Deposits against

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

Fixed Deposit with no withdrawal restrictions of $ 6,919

reclassified under Prepaids and other non-current assets.

Fixed deposit against bank guarantee of $ 310,410 are now reclassified to Restricted cash non-current, 2.

Fixed Deposits of $ 16,655 reclassified to Restricted cash non-current, 3.

Fixed deposit with no withdrawal restrictions of $ 7,469 reclassified under prepaids and other non-current assets.

Accounts receivable of $ 3,172,400 are reclassified from non-current to current based on their due date of collection as per contract with customers.

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

to current based on their due date of collection.

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

balances amounting to $ 1,100,000 .

Receivables from related party (net) of $ 1,409,555 reclassified from non-current to current based on their due date of collection.

Prepaids and other current assets:

Security Deposit of $ 158,496 for

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

Fixed deposits of $ 107,678

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

Reclassification of long term deferred revenue from other accrued liabilities

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

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

reporting and compliance with revenue recognition standards.

Security Deposit of $ 268,458 for long term lease earlier classified under Prepaid Current assets now reclassified to Prepaid and other non-current assets.

Reclassification of long term deferred revenue from other accrued liabilities to long term deferred revenue amounting to $ 3,133,632 .

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

Accounts payable:

As at June 30, 2023 Amount of advance to vendors

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

As at March 31, 2024 Amount of advance to vendors knocked off earlier amounting to $ 791,404 are now reclassified to prepaid and other current asset.

Other accrued liabilities:

As at June 30, 2023, A.

Due to increase

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

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

amounting to $675,006.

Differential impact of above adjustments have been corrected

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

(B) Reclassifications Condensed Consolidated Statement of Operations

and comprehensive loss

Reclassifications were

of below nature:

(i) Functional classification

Operating expenses are now reclassified functionally,

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

This reclassification

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

and depreciation expense now disclosed

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

This reclassification has further resulted

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

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

(ii) Other reclassifications

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

two categories:

As at March 31, 2024 amount of $ 779,897 relating to advance from customers is now reclassified in other accrued liabilities.

Differential impact of above adjustments have

been corrected in the condensed consolidated statement of cash flows for the three months ended March 31, 2024.

(B) Reclassifications Condensed Consolidated

Statement of Operations and comprehensive loss

Reclassifications were of below nature:

Functional classification

Operating expenses are now reclassified functionally, encompassing Selling, General and Administrative, Research and Development, Stock compensation expense and Salaries & Payroll Expenses.

This reclassification has resulted in a decrease in the Cost of revenue by $ 506,255 , and increase in Research and Development expense by $ 92,004 and in Selling, General and administrative expense by $ 460,047 for three months ended March 31, 2024.

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 $ 481,736 for six months ended June 2023 and by $ 467,030

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

Interest expenses related to credit notes and discounts on credit note

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

This reclassification

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

appropriate expense categorization standards.

Consequently, in restated financial statements, System Sales is now reduced by $ 118,515 for three months ended March 31, 2024 and is disclosed as Instrument sales specifically to reflect this refined categorization.

Interest and other income related to deposits and deferred payment on revenue have been reclassified from Selling, General, and Administrative Expenses and Interest and other income to Interest Expense.

This reclassification amounts to $ 4,034 for three months ended March 31, 2024, aligning the reporting with appropriate expense categorization standards.

(3) Correction of accounting policies

3 unchanged sentences

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 June 30, 2023.

We have revised our revenue recognition policy to incorporate discounting

for the present value of expected revenue.

revised financial statements for the period ended March 31, 2024 and 2023.

We have revised our revenue recognition policy to incorporate

discounting for the present value of expected revenue.

In previously filed financial statements,

3 unchanged sentences

Further, the Company

included deferred revenue within accrued liabilities.

included deferred revenue within the accrued liabilities.

The decision to adopt a discounting approach

27 unchanged sentences

for each category.

Impact on restated condensed consolidated financial statements for

the period ended June 30, 2023

Impact on restated condensed consolidated

financial statements for the period ended March 31, 2024

The Company identified that revenue and accounts

3 unchanged sentences

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.

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

receivable by $ 1,414,197 .

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 $ 2,896,293 .

Also, warranty income to be recognized once

1 unchanged sentence

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

due to this $ 386,623 was recorded as deferred revenue during the year and further the same was reclassed as current and non-current $ 37,630

due to this $ 3,385,897 was recorded as deferred revenue till the period and further the same was reclassed as current and non-current

$ 252,265 and $ 3,133,632 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 $ 923,718 .

Interest income for the current period related

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

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

Deferred revenue recorded earlier amounting

to $ 3,560,077 in Other accrued liabilities was reversed as the same was not as per ASC 606 Principles.

Interest income for the current period related

to unwinding of account receivable balances recorded as interest income of $ 71,181 which is adjusted with the net of system and warranty

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

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

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

sale of $ 3,228,377 in condensed consolidated statement of operations and other comprehensive loss for three months ended March 31, 2024.

For the three months ended March 31, 2024,

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 June 30, 2023.

During these periods, while preparing the condensed

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

This resulted

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

that similar issues impacted the financial statements for three months ended March 31, 2024.

During these periods, while preparing the

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

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

In conjunction with the correction of the

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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.

property in India, but no transaction 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 $ 2,598,135

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 $ 258,774 and $ 2,408,017 respectively.

Accordingly, restatement adjustment of $ 424,424 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 $ 133,951 and $ 391,870 respectively.

Further lease expenses was classified based on functional classification

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

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

as $ 75,776 as cost of revenue, $ 39,938 as research and development and $ 63,158 as Selling, general and administrative for the three months

ended March 31, 2024.

Differential impact of above adjustments has

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

been corrected in the consolidated statement of cash flows for the three months ended March 31, 2024.

Further as per ASC 842, lease payments of

$ 15,012 are recognized in condensed consolidated statement of operations and other comprehensive loss for three months ended March 31,

2024 relating to the fixed payments arising out of the systems installed on Pay per use basis.

Correction of other errors in measurement

3 unchanged sentences

Below are major error corrections

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

made in condensed consolidated financial statements for the period ended March 31, 2024:

(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 June 30, 2023.

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

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

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

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

- The company identified that legal expenses amounting to $ 91,096 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 $ 156,924 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 $ 8,150 was recorded for six months and three months period ended June 30, 2023.

The Company identified that an additional issuance of advisory shares

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

recorded as selling, general and administration expense.

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

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

This classification underscores the strategic value Dr.

Moll brings to the organization and

aligns with our financial reporting standards.

(iv) Advance to vendors:

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

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 March 31, 2024.

To rectify this, a correction was made to reconcile the accounts receivable balance and the impact of the financing component amounting to $ 11,695 on the income statement.

Accounts receivable balance of $ 534,280 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) Advance to vendors:

For the period ended March 31, 2024, 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 $ 305,198 .

(v) Incorrect useful life of PPE:

(iii) 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 $ 25,826 has been recorded under the property, plant, and equipment heading in the balance sheet.

(vi) Incorrect valuation of Inventory:

The Company identified that the inventory

was previously recorded at incorrect valuation.

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

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

30, 2023 respectively.

(vii) Cut off errors:

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

(viii) Unrecognized Gratuity provision:

The Company identified that the expense

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

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

current period, with balances reconciled against the actuarial report.

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

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

(ix) Discounting of Security deposits:

The Company identified that discounting

of security deposits was not initially performed.

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

the corresponding prepaid security deposit.

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

currency which was corrected.

(xi) Deferred tax liability:

Since the company has significant carried forward

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

Differential impact of above adjustments has been corrected in the

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

Restatement in June 2022

As a result of this adjustment property, plant, and equipment was increased by $ 117,126 for the period ended March 31, 2024.

(iv) 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 $ 759,657 as at March 31, 2024.

Consequent to this adjustment, cost of revenue has decreased by $ 533,348 for three months ended March 31, 2024.

(v) 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, 2023 and the current period, with balances reconciled against the actuarial report.

A gratuity liability recorded by $ 48,358 relates to noncurrent and $ 426 as current portion which was not accounted for earlier.

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.

(vii) Deferred tax liability:

Since the company has significant carried forward tax losses hence earlier recorded deferred tax liability reversed $ 6,582 .

(viii) Stock compensation expenses:

Included in Selling, general and administrative expense pertaining to non-employees:

The Company identified that stock compensation expense was recorded incorrectly as it did not pertain to the current year.

A correction entry was made, creating a prepaid expense to allow for proper amortization in the correct year.

Consequently, prepaid expense for stock compensation was recorded in current and non current assets amounting to $ 1,066,991 and $ 3,823,383 respectively.

(ix) Incorrect accruals of expenses:

The Company identified that there are some accruals which was previously recorded incorrectly in books of accounts, as a result the accruals amounting to $ 1,095,351 and $ 409,987 has been reversed from other current liability and accounts payable respectively for the period ended March 31, 2024.

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

The Company identified that legal expenses amounting to $ 101,092 which were actually related to the personal expenses of Dr.

Sudhir Prem Srivastava has been charged as business expense of the company.

The expense has now been reversed and corresponding receivables from related party (Dr.

Sudhir Prem Srivastava) has been recorded.

(xi) Stock compensation expenses:

The Company identified that stock compensation expense was recorded incorrectly as it did not include stock options (vesting immediately) given to employees and also requires correction in granted fair value.

Consequently, an amount of $ 5,171,548 has additionally been recognized in the condensed consolidated statements of operations and comprehensive loss.

(xii) Unrecognized credit loss reserve:

The Company identified that there are certain balances relating to amounts receivable from government authorities, security deposits and accounts receivable whose recoverability is uncertain.

Consequently, and amount of $ 389,330 has been recorded in the condensed consolidated statements of operations and comprehensive loss under Selling, general and administrative expense.

Differential impact of above adjustments has

been corrected in the condensed consolidated statement of cash flows for the three months ended March 31, 2024.

Restatement in March 2023

Condensed consolidated statement of operations

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

As Previously

Accounting for

and comprehensive loss for the three months ended March 31, 2023:

merger transaction

( 1,135,896 )

Instrument sales

Warranty sales

Instrument sale

Total revenue

( 1,141,259 )

Cost of revenue

Research & development expense

Depreciation and amortization expense

Selling, general and administrative

( 1,000,204 )

OPERATING EXPENSES:

Loss from operations

Research and development expense

Stock compensation expense

( 1,592,309 )

Salaries & Payroll Expenses

Depreciation and amortization expense

Selling, general and administrative expense

TOTAL OPERATING EXPENSES

( 2,325,451 )

Loss from operations

( 2,962,852 )

( 1,070,629 )

OTHER INCOME (EXPENSE):

1 unchanged sentence

Interest and other income, net

before income taxes

( 1,699,288 )

TOTAL OTHER INCOME (EXPENSE), NET

LOSS BEFORE INCOME TAXES

( 2,992,362 )

3 unchanged sentences

( 1,313,016 )

Consolidated statements of other comprehensive loss

( 2,992,362 )

Net loss attributable

to non-controlling interests

( 1,313,016 )

Foreign currency translation gain/(loss)

Retirement benefit (net of tax)

TOTAL COMPREHENSIVE LOSS

( 2,992,362 )

( 1,357,338 )

Condensed consolidated statement of operations

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

As Previously

Accounting for

Warranty sales

Instrument sale

Total revenue

Cost of revenue

OPERATING EXPENSES:

Research and development expense

Depreciation and amortization expense

Selling, general and administrative

TOTAL OPERATING EXPENSES

Loss from operations

OTHER INCOME (EXPENSE):

Interest expenses

Interest and other income, net

LOSS BEFORE INCOME

Income tax expense

Net loss attributable

to non-controlling interests

SS Innovations International

Consolidated Statements Of Cash Flow

For The Year Ended June 30, 2022

Condensed consolidated statement of cashflows

for the six months ended June 30, 2022.

As Previously

Accounting for

for three months ended March 31, 2023:

merger transaction

Cash flows from operating activities:

1 unchanged sentence

( 1,313,016 )

Adjustments to reconcile

net loss to net cash used in operating activities:

Depreciation and

Operating lease liability

Stock compensation

( 1,597,693 )

Adjustments to reconcile net loss to net cash used

in operating activities:

Depreciation and amortization

Operating lease expense

Stock compensation expense

Interest expense (net)

Changes in operating assets and liabilities:

Accounts receivable, net

( 1,597,693 )

Interest expense

Accounts receivable,

Inventory, net

Receivables from / payable to related parties

Prepaids and other current assets

( 1,231,380 )

Receivables from

/ payable to related parties

Deferred revenue

Prepaids and other

current assets

Accounts payable

Prepaids and other non current assets

( 1,068,501 )

Prepaids and other

non current assets

Other accrued liabilities

Net cash used in operating activities

Net cash used

in operating activities

( 2,484,722 )

Cash flows from investing activities:

Purchase of / proceeds from sale of property,

( 2,311,170 )

Cash flows from

investing activities:

Notes receivables

- acquisition

( 2,000,000 )

Purchase of property,

plant and equipment

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from bank overdraft facility (net)

Repayment of term loan

Proceeds from securities offering

Net cash provided by financing activities

Net change in cash

Effect of exchange rate on cash

Cash at beginning of year

Cash at end of year

Net cash used

in investing activities

( 2,000,000 )

Cash flows from

financing activities:

Proceeds from issuance

of convertible notes to principal shareholder

Proceeds from bank

overdraft facility (net)

Repayment of term

Proceeds from securities

Repayment of warrants

Proceeds from 7%

convertible promissory note

( 1,000,000 )

Net cash provided

by financing activities

Net change in

Effect of exchange

Cash and cash equivalents

at the beginning of the period

( 1,076,739 )

Cash and cash equivalents

at end of the period

Impact on restated consolidated financial

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

statements for three months period ended March 31, 2023 (refer note 4)

During the course of a detailed re-review

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

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

and comprehensive loss and condensed consolidated statement of cashflows.

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.

of the original filing of Form 10-Q for period ended March 2024, it has been observed that there were also significant inaccuracies in

the corresponding figures reported for the three months ended March 2023 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.

and Cardio Venture Inc., rather than the correct entities i.e.

Cardio Venture Inc.

and its subsidiaries.

Details of Identified Errors:

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

months and six months period ended June 2022:

The corresponding figures reported,

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

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

Ltd and its subsidiaries.

Condensed consolidated

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

ended March 2023:

The corresponding figures reported in the

condensed consolidated statement of operations and comprehensive loss and condensed consolidated statement of cashflows for March 2023

were entirely related to AVRA Medical Robotics, Inc.

and Cardio Venture Inc., rather than Cardio Venture Inc.

and its subsidiaries.

Corrective Actions Undertaken:

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

three months and six months period ended June 2022:

The figures related to Cardio Bahamas

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

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

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

Condensed consolidated

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

period ended March 2023:

The figures related to Cardio Venture Inc.

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 ended March 2023.

These updated numbers provide a correct basis

for comparison with the financials for the three months ended March 31, 2024.

Going Concern

accompanying condensed consolidated financial statements have been prepared on a going concern basis which implies the Company will continue

to meet its obligations for the next 12 months as of the date these financial statements are issued.

The Company had a working capital

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

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

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

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

Moll for $ 4,463,799 for

three months and six months included in SG&A.

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

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

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

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

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

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

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

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

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 $ 10,558,990 and an accumulated

deficit of $ 34,353,103 as of March 31, 2024.

The Company also had a net loss of $ 9,841,753 for the three months ended March 31,

2024 which was mainly on account of non-cash items like Stock Compensation expense of $ 7,108,750 , Depreciation of $ 80,101 .

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.

Between February 1, 2024, and February 14,

2024, the Company raised $ 2,450,000 million through a private offering of 7 % One-Year Convertible Promissory Notes (“Notes”)

from two affiliates of $1,000,000 each and $ 450,000 from three 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 has raised $2,000,000

from Sushruta Pvt Ltd.

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

However, the Company’s existing cash

46 unchanged sentences

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

The allowance for doubtful accounts as of June 30,

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

The allowance for doubtful accounts as of March 31,

2024, and December 31, 2023 amounted to $71,989 and $ nil respectively.

e) Employee Benefits

44 unchanged sentences

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

relevant translation rates are as follows:

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

INR, average rate

at 82.3717 US$:INR.

relevant translation rates are as follows:

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

INR, average rate

at 76.6850 US$:INR.

relevant translation rates are as follows:

The relevant translation rates are as follows:

for the three months ended March 31, 2024 closing rate at 83.3465 US$:

INR, average rate at 83.2683 US$:INR.

The relevant translation rates are as follows:

for the three months ended March 31, 2023 closing rate at 82.15 US$:

INR, average rate at 82.41 US$:INR.

The relevant translation rates are as follows:

for the year ended December 31, 2023 closing rate at 83.19 US$:

INR, average rate at 78.51

INR, average rate at 82.96 US$:INR

The Company’s inventory consists of

5 unchanged sentences

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

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

As of March 31, 2024, and December 31, 2023, the Company valued

the inventory at $ 6,921,892 and $ 7,017,913 respectively.

9 unchanged sentences

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.

Level I — Quoted

prices for identical instruments in active markets.

Level II — 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

24 unchanged sentences

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 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

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

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key terms and conditions include:

Finalization of Product and Price:

Finalization of Product

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.

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:

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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.

Delivery, Installation,

and Training:

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

Post-installation,

the Company provides free training to surgeons and surgical staff to enable them to operate the system effectively.

Transfer of Risk and

The risks and rewards associated with the system are transferred to the customer upon delivery to their premises.

Instrument and accessories Sales:

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.

The Company also sells 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

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is recognized as a distinct revenue stream.

Lease Income:

Under ASC 842, in case where the systems are

installed under a pay-per-use arrangement, the fixed component of income arising from the contract shall be recognized as lease income

over the period of receipt of fixed consideration on a straight-line basis.

Further this arrangement doesn’t involves any transfer of title to the counterparty,

hence the Company has capitalized the cost of production relating to those systems under property, plant and equipment and accordingly

charges the depreciation over its period of useful life.

l) Property Plant & Equipment

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Server & networking

Pay per use systems

m) Long-lived Assets

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of basic and diluted earnings per share:

For the Six Months ended

For three Months ended

(As Restated)

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( 1,313,016 )

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

stockholders:

Basic and Diluted

For the Three Months ended

(As Restated)

( 5,524,488 )

weighted average common shares outstanding (1)

Dilutive effect of stock-based awards

Basic weighted average common shares outstanding

Dilutive effect of convertible note (1)

Dilutive effect of stock-based

Diluted weighted average common shares outstanding

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Basic and Diluted

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

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

Refer to condensed statement of changes in

equity to the condensed consolidated financial statements for further details.

Basic net loss per share is calculated

by dividing the net loss attributable to SSII stockholders by the weighted-average number of shares of common stock outstanding for the

Basic net loss per share is calculated by

dividing the net loss attributable to SSII stockholders by the weighted-average number of shares of common stock outstanding for the

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

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

(1) Represents dilution effect related to the interest on convertible notes in the calculation of diluted weighted average shares outstanding for the portion of the period.

Refer Note 9– Notes Payable to the condensed consolidated financial statements for further details.

q) Research and Development Costs

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part of making decisions for allocating resources and evaluating performance.

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

As at March 31, 2024 and December 31, 2023 100 %

of long-lived assets were in India.

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Computer & peripherals

Leasehold improvement

Office equipment

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Server & networking

Pay Per Use Systems

Accumulated depreciation

Depreciation expenses for the three month

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

Depreciation expenses for the six months ended

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

Depreciation expenses for the three months

ended March 31, 2024, and 2023 amounted to $ 80,101 and $ 32,591 respectively.

During the current quarter, the Company leased

4 systems under Pay-per-use model to customers.

These systems were initially recorded as inventory.

However, from the date of lease these

were recorded as “Property, plant and equipment” in accordance with ASC 842.

NOTE 4 – REVERSE RECAPITALIZATION

The Transaction

On April 14, 2023 (“Closing”),

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

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

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

acquirer for financial reporting purposes in accordance with ASC 805.

The transaction was accounted for as a reverse recapitalization,

with AVRA being treated as the accounting acquiree.

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:

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

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

with CardioVentures.

● CardioVentures

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

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

Consideration and Share Issuance:

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

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

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

shares) of the post-merger issued shares.

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

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These shares:

● Vote together with SSII common

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

Vote together with SSII

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

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

● Are not convertible into common

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

Are not convertible

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

Include protective provisions

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● 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.

Sudhir Srivastava, through

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

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

Sudhir Srivastava,

through his holding company, assigned patents, trademarks, and other intellectual property related to its surgical robotic systems

to a wholly owned subsidiary of SSII.

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

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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 June 30, 2023 and December 31, 2022:

NOTE 5 – ACCOUNTS RECEIVABLE,

Accounts receivable consisted of the following

as of March 31, 2024 and December 31, 2023:

(As Restated)

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Details of customers which accounted for 10%

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

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

Percentage of Revenue

or more of total revenues during the three months period ended March 31, 2024, and March 31, 2023 and 10% or more of total accounts receivables

as at March 31, 2024, and December 31, 2023:

Percentage of Revenue

Percentage of Accounts

For six months ended

For three months ended

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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 June

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 March 31, 2024,

and December 31, 2023.

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Lien against overdraft facility

Lien against credit card facility

Lien against Letter of credit

Lien against Bank Guarantee

Restricted cash (Current)

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Restricted cash (Non- current)

Total cash, cash equivalents

and restricted cash

Total cash, cash

equivalents and restricted cash

We have classified fixed deposits (FDs), which

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(Refer Note 10 – Bank Overdraft.)

NOTE 7 – PREPAID, CURRENT AND

NON- CURRENT ASSETS

NOTE 7 – PREPAID, CURRENT AND NON-

CURRENT ASSETS

Prepaid, Current and Non-Current Assets consisted

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

of the following as of March 31, 2024, and December 31, 2023:

(As Restated)

Receivables from statutory authorities

Prepaid expenses – Stock Compensation current

Security deposit

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Prepaid and other current assets

Prepaid expenses – Stock Compensation non current

Security deposits

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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 June

30, 2023, and December 31, 2022:

Prepaid expenses – stock compensation represents

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

(Refer Note 19 – Stock Compensation

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED

Accounts payable and accrued current and non-current

expenses consisted of the following as of March 31, 2024, and December 31, 2023:

(As Restated)

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Other accrued liabilities- non current

Total accounts payable, accrued current and non-current

Accounts payable

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

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

NOTE 9 - NOTES

On April 15, 2023, the Company executed a

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

(“Sushruta”), the Bahamian holding

company owned by Dr.

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

Pursuant to the line of credit

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

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

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

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

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

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

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

the line of credit note.

The Company entered into an Agreement with

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.

Total accounts payable, accrued current and non-current expenses

Accounts payable $ 1,827,635 as of March 31, 2024,

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

Other accrued liabilities

of $ 874,828 as of March 31, 2024, mainly include $ 764,899 advance from customers and expenses payable of $ 102,589 .

NOTE 9 – NOTES PAYABLE

In the month of February 2024, the Company raised

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

NOTE 10 – BANK OVERDRAFT FACILITY

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

Bank overdraft facility consisted of the following

as of March 31, 2024, and December 31, 2023.

(As Restated)

HDFC Bank Ltd overdraft (with personal guarantee of Dr.

Sudhir Srivastava)(OD1)

HDFC Bank Ltd overdraft (with personal guarantee of Dr.

Sudhir Srivastava)(OD2)

HDFC Bank Ltd overdraft (with lien against fixed deposits)(OD1)

HDFC Bank Ltd overdraft (OD2)

HDFC Bank working capital demand loan (1)- 8.50 %

HDFC Bank working capital demand loan (2)- 9.24 %

HDFC Bank working capital demand loan (3)- 9.23 %

Bank overdraft

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

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

Sudhir Srivastava as security

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

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

Both above overdrafts are additionally secured by personal guarantees

provided by Dr Sudhir Srivastava.

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

bank overdraft facility agreement were complied with by the Company.

HDFC bank has sanctioned the facilities for the

Company which include overdraft and working capital demand loan (WCDL).

The facility of HDFC Bank overdraft (OD1) is availed on the basis

of lien on the fixed deposits of $ 5,549,118 provided by the Company while (OD2) is secured by all the current assets, plant and machinery

of the Company and additionally secured by personal security of Dr.

Sudhir Srivastava for this facility.

As of March 31, 2024 and December

31, 2023, all financial and non-financial covenants under the bank overdraft facility agreement were complied with by the Company.

HDFC Bank has sanctioned overdraft facilities

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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.

guarantee from Dr.

Sudhir Srivastava.

The cash credit facility is sanctioned at an interest

rate of 9.50 % (linked with 3-month T-Bill) per annum on the working capital overdraft limit, with interest payable monthly on the first

day of the subsequent month.

Overdraft facility against fixed deposits is sanctioned with an interest rate of 1.25 % over and above prevailing

rate of interest on fixed deposits, payable at monthly intervals on the first day of the following month.

During the current period, the Company has

availed the facility of working capital demand loan (WCDL) against the conversion of Bank overdraft which is availed on basis of lien

on the fixed deposits provided by the Company, all the current assets, plant and machinery of the Company and additionally on personal

guarantee of Dr.

Sudhir Srivastava for this facility as set forth above.

This facility of WCDL carries a fixed interest rate (as mentioned

above) and is repayable in the month of August 2024.

NOTE 11 – BORROWINGS

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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 June 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.

It is classified as a short-term

liability (including interest) for the year ended December 31, 2023, and for the period ended March 31, 2024.

(As Restated)

Current maturities of long-term debt

Long-term borrowings, less current portion

Total Borrowings

NOTE 12 – DEFERRED REVENUE

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

three and four surgical robotic systems, respectively.

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

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

In case of systems sold on 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 $ 41,136 and nil as interest income on account of deferred financing component during the period ended June 30, 2023,

The revenues attributable to the warranty is recognized

over the period to which it relates.

During the three months ended March 31, 2024, the company had sold five surgical robotic systems.

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 deferred payment basis,

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

The 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.

Company recorded $ 71,181 and $ nil as interest income on account of deferred financing component during the three months ended March

31, 2024 and 2023 respectively.

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More than One year

For the six months ended June 30, 2023,

The following table disaggregates our revenue

by major source:

(As Restated)

Instruments sale

Total revenue

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

(As Restated)

For the three-months ended June 30, 2023,

The following

table disaggregates our revenue by major source:

For the three months ended March 31, 2024, and 2023.

The following table disaggregates our revenue by major source:

(As Restated)

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Instruments sale

Warranty sale

Total revenue

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

Revenues for three months ended March 31, 2024

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

(As Restated)

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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 June 30, 2023.

Common stock issued at the time of Merger

At Closing of the Merger on April 14, 2023,

135,808,884 shares of our common stock and 5,000 Series A Preferred Shares were issued to Cardio Ventures.

This includes common stock

that was issued to Dr.

Frederic Moll and one other accredited investor, who each provided $ 3,000,000 in interim financing to the Company

pending consummation of the Merger.

Following the Merger an additional 3,818,028 shares of our common stock were issued to Dr.

Moll per his interim financing agreement with the Company.

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

issued and outstanding common shares.

As of March 31, 2024, there were 170,739,380 issued

and outstanding common shares.

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

Preference shares

The Company had outstanding 5,000 shares of preferred

stock, par value $ 0.0001 as at March 31, 2024 and December 31, 2023.

NOTE 14 – RELATED PARTY TRANSACTIONS

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

there were amounts due from related parties, respectively.

As of March 31, 2024, and December 31, 2023, there

were amounts due from related parties, respectively.

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

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Receivable from related party

(As Restated)

Payable to related party

The receivable/payable balances from/to related

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

All such receivable/payable balances are non-interest

bearing and are receivable/repayable on demand.

The receivable balances from related parties are

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

All such receivable balances are non-interest bearing and

are receivable on demand.

Receivable from related party amounting to $ 1,510,647

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

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

Further, payable to related

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

On April 15, 2023, the Company executed a

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

(“SPL”), the Bahamian holding

company owned by Dr.

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

Pursuant to the line of credit

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

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

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

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

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

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

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

line of credit note.

and $ 1,567,559 as at March 31, 2024 and December 31, 2023 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.

NOTE 15 – LEASES

The Company conducts its operations using

facilities leased under operating lease agreements that expire at various dates.

The following is a summary of operating

lease assets and liabilities:

Operating leases

The Company conducts its operations using facilities

leased under operating lease agreements that expire at various dates.

The following is a summary of operating lease

assets and liabilities:

March 31, December 31,

(As Restated)

Operating leases

Right of use operating lease assets 2,552,193 2,657,554

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Total lease liabilities 2,653,590 2,747,897

June 30, December 31,

Operating leases (As Restated)

March 31, December 31,

(As Restated)

Operating leases

Weighted average remaining lease term (years)

Ilabs Info Technology 3rd Floor 5.94 6.19

Village Chhatarpur-1257-1258-Farm 1.48 1.97

Ilabs Info Technology Ground Floor 8.17 8.42

Village Chhatarpur-1849-1852-Farm 1.33 1.58

Weighted average discount rate

Ilabs Info Technology 3rd Floor 12 % 12 %

Village Chhatarpur-1257-1258-Farm 10 % 10 %

Ilabs Info Technology Ground Floor 12 % 12 %

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

Period ended June 30

Village Chhatarpur-1849-1852-Farm 10 % 10 %

Supplemental cash flow and other information related to leases are

Period ended March 31

(As Restated)

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Operating cash outflows for operating leases

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

Amount (in $)

Maturities of lease liabilities as of March 31, 2024 were as follows:

2029 and thereafter

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Imputed Interest

Present value of lease

Present value of lease liabilities

NOTE 16– INCOME TAX

The Company has not recorded income tax benefits

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

for the net operating losses incurred during the period ended March 31, 2024, and 2023 nor for other deferred tax assets generated, due

to its uncertainty of realizing a benefit from those items .

The components of income/(loss) before income

taxes consist of the following:

The components of loss before income taxes consist

of the following:

(As Restated)

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( 1,313,016 )

The Company does not have federal and state

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

The Company has not recorded any amounts for unrecognized tax benefits

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

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

in income tax expense.

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

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

and June 30, 2022.

The Company is subject to taxation in the

United States and India.

The Company does not have federal and state net

operating losses for the period ended March 31, 2024, and March 31, 2023.

The Company has not recorded any amounts for unrecognized

tax benefits as of March 31, 2024, and March 31, 2023.

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 three

months ended March 31, 2024, and March 31, 2023.

The Company is subject to taxation in the United

States and India.

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

The effective income tax rate differs from

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

The effective income tax rate differs from the

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

(As Restated)

Accounting profit / (loss) before income tax

Accounting loss before income tax

( 9,841,753 )

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Income tax expense/(benefit)

The Company recorded nil income tax

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

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

The components of the deferred tax balances

were as follows:

The Company recorded nil income tax expense for

three months ended March 31, 2024 and March 31, 2023, due to losses in current period and prior period and it does not expect to recover

the tax benefit on the losses incurred during three months ended March 31, 2024, and March 31, 2023.

The components of the deferred tax balances were

(As Restated)

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( 7,190,630 )

( 5,145,040 )

Deferred tax assets

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Net deferred tax assets/liability

Deferred tax assets and liabilities are recognized

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

and their respective tax bases and operating loss carry forwards.

The Company performed an analysis of the realizability of deferred

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

respectively.

Deferred tax assets and liabilities are

recognized for future tax consequences attributable to temporary differences between the financial statement carrying values of

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

The Company performed an analysis of the

realizability of deferred tax assets as of March 31, 2024, and December 31, 2023, and recorded a valuation allowance of

$ 7,190,630 and $ 5,145,040 , respectively.

NOTE 17 – EMPLOYEE BENEFIT PLAN

The Company’s Gratuity Plan in India provides

for a lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s

salary and years of employment with the Company.

Liabilities under this plan are determined by actuarial valuation using the projected

unit credit method.

Current service costs for these plans are accrued in the year to which they relate.

Actuarial gains or losses or

prior service costs, if any, resulting from amendments to the plans, are recognized and amortized over the remaining period of service

The Gratuity Plan is unfunded, and the company

does not make contributions to the plan assets.

The benefit obligation has been measured as of

March 31, 2024, and December 31, 2023.

The following table sets forth the activity and the amounts recognized in the Company’s

consolidated financial statements at the end of the relevant periods:

(As restated)

Change in projected benefit obligation

Projected benefit obligation as on beginning

Interest cost

Benefits paid

Actuarial loss ^

Effect of exchange rate changes

Projected benefit obligation at end

Unfunded status in the end Unfunded amount recognized in consolidated

balance sheets

Non-current liability (included under other non-current

Current liability (included under accrued employee costs)

Total accrued liability

Accumulated benefit obligation at end

During the period ended March 31, 2024, and December 31, 2023, actuarial loss was driven by changes in actuarial assumptions, offset by experience adjustments on present value of benefit obligations.

Components of net periodic benefit costs recognized

in condensed consolidated statements of operations and comprehensive loss and actuarial loss reclassified from AOCI, were as follows:

(As restated)

Interest cost

Expected return on plan assets

Amortization of actuarial loss, gross of tax

Net gratuity cost

The components of retirement benefits included in AOCI, excluding tax

effects, were as follows:

(As restated)

Net actuarial loss

Net prior service cost

Amount recognized in AOCI, excluding tax effects

The weighted average actuarial assumptions used to determine benefit

obligations and net gratuity cost were:

(As restated)

Discount rate

Rate of increase in compensation levels

Expected long-term rate of return on plan assets per annum

The Company evaluates these assumptions annually

based on its long-term plans of growth and industry standards.

The discount rates are either based on current market yields on government

securities or yields on government securities adjusted for a suitable risk premium, if available

Expected benefit payments for the period ended March 31, 2024

March 31, 2024

Mortality Table

IALM (2012-14)

Upto 30 years

From 31 to 44 years

Above 44 years

NOTE 18 – FAIR VALUE MEASUREMENT –

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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.

The company’s financial assets which

are set out below in the table is measured at fair value by considering the level III inputs.

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

unobservable inputs for which little or no market data exists, therefore requiring the

Company to develop its own assumptions.

The company’s financial assets which are

set out below in the table is measured at fair value by considering the level III inputs.

The company does not have financial assets

which are measured using Level I or Level II inputs.

Carrying value and fair value of Level III

Financial assets and liabilities:

Carrying value and fair value of Level III Financial

assets and liabilities:

Carrying Value

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Financial Liabilities

Borrowings (3)

Lease liabilities (3)

non-current financial liabilities (4)

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

(1) Account receivable net of allowance for credit losses 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 %.

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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).

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

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

The Company has assessed that the

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

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

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

(Refer Note 17 Employee benefit plans).

The Company has assessed that the financial instruments

that are not carried at fair value consist primarily of cash and cash equivalents, restricted cash, receivable from related party, prepaid

and other current assets, note payable, Bank overdraft facility and account payable for which fair values approximate their carrying

amounts due to the short-term maturities of these instruments.

NOTE 19 – STOCK COMPENSATION EXPENSES

Stock Options issued to Doctors/Proctors

as Advisors :

Stock options to Employees :

Company grants

share of the company’s common stock, par value $ 0.0001 .

The price at which the Grantee shall be entitled to purchase the Shares

upon the exercise of the Option (the “Option Price”) shall be US $ 5.00 per Share.

The Shares shall vest as to twenty percent

( 20 %) of the shares covered thereunder as of the Grant Date, with the balance of the shares covered thereunder vesting in four equal

annual installments on the first, second, third and fourth anniversaries of the Grant Date provided that the Grantee remains in the Continuous

Employment of the Company or any of its subsidiaries or affiliates, as defined and provided for in the Plan.

The Options, to the extent

vested and not exercised, shall expire five ( 5 ) years from the Grant Date.

Restricted Stock Award to Employees:

Company grants

restricted share of the company’s common stock, $ 0.0001 per value under the company’s 2016 stock incentive plan.

of restricted share is made in consideration of services to be rendered by the Grantee to the company.

The Restricted Stock Award shall

vest as to twenty percent ( 20 %) of the Restricted Shares covered thereunder as of the Grant Date, with the balance of the Restricted

Shares covered thereunder vesting in four equal annual installments on the first, second, third and fourth anniversaries of the Grant

Date, subject to the Grantee’s continued employment by the Company, as provided for in the Plan.

Unvested portions of the Restricted

Stock Award may not be transferred at any time, except to the extent provided for in the Plan.

Until the Restricted Stock Award granted

under this Agreement vests in accordance with the terms hereof, the Grantee shall have no rights as a shareholder (including, without

limitation, voting and dividend rights) with respect to any of the Restricted Shares covered by the Restricted Stock Award.

Stock Options issued to Doctors/Proctors as

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

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

Stock options:

Stock options activity for the year period ended

March 31, 2024, was as follows:

Unvested balance as of December 31, 2023

Unvested balance as of March 31, 2024

The aggregate fair value of the stock options

vested was $ 5,375,700 and $ 3,152,066 during the three months ended March 31, 2024 and year ended December 31, 2023 respectively.

options vested during the year were not exercised at the end of the year March 31, 2024.

Restricted Stock Awards (RSA)

Restricted Stock Awards activity for the period

ended March 31, 2024, was as follows:

Unvested balance as of December 31, 2023

Unvested balance as of March 31, 2024

During the three months ended March 31, 2024,

179,147 RSA are vested.

The aggregate vesting date fair value of RSAs

vested was $ 1,390,179 and $ 6,095,401 during the three months ended March 31, 2024, and year ended December 31, 2023 respectively.

were no RSAs issued during the three months ended March 31, 2024.

Advisory shares:

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Fair value on

Unvested options

in the beginning

Unvested option

During the period ended June 30, 2023, the

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

As share-based compensation expense

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

The aggregate vesting date fair value of Advisory

shares issued was $ 342,871 and $ 5,633,147 during the three months ended March 31, 2024 and year ended December 31, 2023 respectively.

Stock compensation expenses

During the period ended March 31, 2024, the

Company has recorded share compensation expense of $ 7,108,750 in relation to stock options, RSAs and Advisory shares as follows:

For the period

March 31, 2024

(As restated)

Stock options

Restricted stock award (RSA)

Advisory shares

Total stock compensation expenses

Stock option model & assumptions

The Black-Scholes-Merton option pricing model

is used to estimate the fair value of stock options and RSU granted under the Company's share based compensation plans and the rights

to acquire stock granted under the stock options plans.

The weighted-average estimated fair values of stock options and the rights to

acquire stock as well as the weighted-average assumptions used in calculating the fair values of stock options and the rights to acquire

stock that were granted during the years March 31, 2024 is as follows:

Period ended March 31, 2024

(As restated)

Grant date February 13,

2024 November 27,

2023 November 27,

Fair value on grant date $ 1.39 $ 3.41 $ 7.76

Risk free interest rate 4.40 % 4.40 % 4.40 %

Expected volatility 24.96 % 18.50 % 18.50 %

Exercise prices $ 5.00 $ 5.00 $ 0.0001

Share price on the grant date $ 5.50 $ 7.76 $ 7.76

Expected term of vesting 2.5 years 4 years 4 years

As share-based compensation expense recognized

in the Condensed Consolidated Statements of operations and comprehensive loss during the three months ended March 31, 2024, and 2023,

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

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

total unrecognized compensation expense related to unvested advisory stock.

The total unrecognized compensation expense is expected to

be recognized until end of May 31, 2024.

As of March 31, 2024, there was $ 10,546,385 ,

$ 20,394,387 of total unrecognized compensation expense related to unvested stock options and restricted stock units to acquire common

stock under the 2016 Inventive Stock plan respectively.

The unrecognized compensation expense is expected to be recognized over a weighted-average

period of 3.66 years for unvested stock options and restricted stock units for rights granted to acquire common stock under 2016 Incentive

NOTE 20 – COMMITMENTS

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

In August 2023, SSI India had leased

a house pursuant to the terms of employment agreement to provide residential accommodation to Dr Sudhir Srivastava.

This lease provides

for a monthly payment of $ 18,014 plus taxes.

NOTE 21 – SUBSEQUENT EVENTS

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

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

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

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.

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.

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.

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

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

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

In January 2025, the Company borrowed $ 20,000,000 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