What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-03-10 compared with 2025-02-19 · 744 added, 915 removed, 938 unchanged (64% of the section changed)

1 unchanged sentence

(As restated)

December 31, 2023

Current Assets:

11 unchanged sentences

Restricted cash

Prepaids and other non current

Total Non-Current

LIABILITIES AND STOCKHOLDERS’

Prepaids and other non current assets

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

11 unchanged sentences

Other accrued liabilities

Total Non-Current

Total Non-Current Liabilities

Total Liabilities

1 unchanged sentence

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

5,000 shares 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

5,000 shares issued and outstanding as of June 30, 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 June 30, 2024 and December 31, 2023 respectively

Accumulated other comprehensive income (loss)

5 unchanged sentences

( 24,511,350 )

Total stockholders’

Total liabilities

and stockholders’ equity

Total stockholders’ equity

Total liabilities and stockholders’ equity

See accompanying notes to Condensed Consolidated

Financial Statements

SS INNOVATIONS INTERNATIONAL,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

For The Three months ended

(As restated)

Instruments sale

Warranty sale

Total revenue

Cost of revenue

( 3,071,340 )

( 1,124,116 )

OPERATING EXPENSES:

Research & development expense

Stock compensation expense

Depreciation and amortization expense

Selling, general and administrative expense

TOTAL OPERATING EXPENSES

Loss from operations

( 4,100,189 )

( 5,191,135 )

OTHER INCOME (EXPENSE):

Interest Expense

Interest and other income, net

TOTAL OTHER EXPENSE, NET

LOSS BEFORE INCOME TAXES

( 4,140,570 )

( 5,524,488 )

Income tax expense

( 4,140,570 )

( 5,524,488 )

Net loss per share - basic and diluted

Weighted average- basic shares

Weighted average- diluted shares

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

( 4,140,570 )

( 5,524,488 )

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation loss

Retirement benefit (net of tax)

TOTAL COMPREHENSIVE LOSS

( 4,153,402 )

( 5,544,132 )

See accompanying notes

1 unchanged sentence

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For The Three months ended

(As restated)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

For The Six months ended

(As restated)

4 unchanged sentences

( 5,980,851 )

( 1,416,289 )

OPERATING EXPENSES:

10 unchanged sentences

Interest and other income, net

TOTAL OTHER INCOME (EXPENSE), NET

TOTAL OTHER EXPENSE, NET

LOSS BEFORE INCOME TAXES

7 unchanged sentences

Weighted average- diluted shares

CONSOLIDATED STATEMENTS

OF OTHER COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

( 13,982,323 )

1 unchanged sentence

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation gain/(loss)

Foreign currency translation loss

Retirement benefit (net of tax)

4 unchanged sentences

Financial Statements.

INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE MONTHS

ENDED MARCH 31, 2024, AND MARCH 31, 2023

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

FOR THE SIX MONTHS ENDED JUNE 30, 2024, AND

JUNE 30, 2023

Preferred Stock

Common Stock to be Issued

comprehensive

Total Stockholders’

income (loss)

Balance as at December 31, 2023

7 unchanged sentences

( 34,353,103 )

Stock compensation

Common stock issued against exercise of warrants

Stock issued for services

( 4,140,570 )

( 4,153,402 )

Balance as at June 30, 2024

( 38,493,673 )

Balance as at December 31, 2022

6 unchanged sentences

( 4,035,875 )

Preferred stock issued

Reverse recapitalization

Conversion of notes payable to equity

Stock issued for services

Stock compensation expense

Shares to be issued for services

( 5,524,488 )

( 5,544,132 )

Balance as at June 30, 2023

( 10,470,562 )

See accompanying notes to Condensed Consolidated

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Three months ended

(As restated)

For the Six Month ended

(As restated)

2 unchanged sentences

( 6,837,504 )

Adjustments to reconcile net loss to net cash used in operating

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

Depreciation and amortization

2 unchanged sentences

Credit loss reserve

Shares issued to investors and advisors

Stock compensation expense

2 unchanged sentences

( 3,475,878 )

( 1,040,193 )

Inventory, net

16 unchanged sentences

Proceeds from bank overdraft facility (net)

Proceeds from issuance of convertible notes to principal

Proceeds from issuance of convertible notes to principal shareholder

Proceeds from issuance of convertible notes to other investors

3 unchanged sentences

Effect of exchange rate on cash

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

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at end of the period

See accompanying notes to Condensed Consolidated

Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – FINANCIAL STATEMENTS

5 unchanged sentences

On April 14, 2023, a wholly owned subsidiary

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

the indirect parent of Sudhir Srivastava Innovations Pvt.

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

innovative surgical robotic technologies.

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

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

implemented a one for ten reverse stock split.

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

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

and give actual effect to the reverse stock split.

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

(“ CardioVentures ”), the indirect parent of Sudhir Srivastava Innovations Pvt.

Ltd., an Indian private limited company

engaged in the business of developing innovative surgical robotic technologies.

As a result of the transaction, a “ change in

control ” of the Company took place.

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

International, Inc.

” and implemented a one for ten reverse stock split.

The financial statements, financial information, share

and per share information contained in this report reflect the operations of both the Company and CardioVentures and give actual effect

to the reverse stock split.

The Transaction (Note 4) was accounted for

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

Under this method, AVRA was treated

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

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

Accordingly, for the year ended December 31, 2022,

CardioVentures has been considered the ultimate holding company.

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

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

Under this method, AVRA was

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

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

Accordingly, for the year ended

December 31, 2022, CardioVentures has been considered the ultimate holding company.

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

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

On October 18, 2022, Cardio Ventures Inc.

acquired controlling

interest in Otto Pvt Ltd.

controlling interest in Otto Pvt Ltd.

from Cardio Bahamas, making Cardio Ventures Inc.

1 unchanged sentence

Basis of Presentation

Unaudited Interim Condensed Consolidated

Financial Statements

Unaudited Interim Condensed Consolidated Financial

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.

sheet as of June 30, 2024, and the interim condensed consolidated statements of operations, comprehensive loss and stockholders’

equity for the six months and three months and cash flows for the six months ended June 30, 2024 and June 30, 2023 are unaudited.

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

presentation of our financial position as of June 30, 2024 and our results of operations for the six months and three months and cash

flows for the six months ended June 30, 2024 and June 30, 2023.

The financial data and other financial information disclosed in these

notes to the interim condensed consolidated financial statements related to the six months and three months are also unaudited.

condensed consolidated results of operations for the six months and three months ended June 30, 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 condensed consolidated

balance sheet as of December 31, 2023 included herein was produced 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

4 unchanged sentences

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

statements of SS Innovations International, Inc.

and all of its subsidiaries (the “ Group ”).

The standalone financial statements of subsidiaries

3 unchanged sentences

Accounting policies of the respective individual

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

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

Restatement of Previously Issued Financial Statements for Correction

The Company restated the accompanying condensed

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

Previously Reported

for the merger transaction¹

consolidated balance sheet as at June 30, 2024 as well as the condensed consolidated statement of operations and comprehensive loss and

the condensed consolidated statements of cash flows for the quarter and three-months ended June 30, 2024, and June 30, 2023, respectively,

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

/ other reclassification

of revenue in case of deferred payment sales³

of right of use of certain assets and liabilities³

/ Adjustments⁴

and cash equivalents

receivable, net

( 2,896,293 )

from related party

and other current assets

Errors / Adjustments

Restatement in June 2024

Summary of restatements made in condensed consolidated

balance sheet, as at June 30, 2024, is as follows:

As Previously

Functional / Other

reclassification¹

Current Assets:

Cash and cash equivalents

Restricted cash

Accounts receivable, net

( 2,542,737 )

Current Assets:

plant, and equipment, net

receivable, net

Receivable from related party

Inventory, net

Prepaids and other current assets

Total Current Assets

( 2,023,409 )

Non- Current Assets:

Property, plant, and equipment, net

Right of use asset

Accounts receivable, net

( 2,219,125 )

from related party

( 2,219,125 )

Restricted cash

Receivable from related party

( 1,297,410 )

and other non current assets

Non-Current Assets

( 1,297,410 )

Prepaids and other non current assets

Total Non-Current

( 3,296,968 )

AND STOCKHOLDERS’ EQUITY

Bank overdraft

maturities of long-term debt

portion of operating lease liabilities

tax liability

accrued liabilities

( 3,516,535 )

1 unchanged sentence

( 1,803,842 )

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

Bank overdraft facility

Notes payable

Current maturities of long-term debt

Current portion of operating lease liabilities

Accounts payable

Deferred revenue

Other accrued liabilities

( 2,662,152 )

( 2,335,601 )

Total Current Liabilities

( 2,747,352 )

lease liabilities, less current portion

accrued liabilities

Non-Current Liabilities

( 2,276,307 )

Stockholders’

Non-Current Liabilities:

Operating lease liabilities, less current portion

Deferred revenue

Other accrued liabilities

Long-term borrowings, less current portion

Total Non-Current

Total Liabilities

Stockholders’ equity:

Preferred stock, $ 0.0001 par value per share;

authorized 5,000,000 shares of Series A Non-Convertible Preferred Stock, 5,000 shares and nil shares issued and outstanding as of 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)

paid in capital

( 13,042,805 )

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, 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 June 30, 2024 and December 31, 2023 respectively

Accumulated other comprehensive income (loss)

Additional paid in capital

Capital reserve

Accumulated deficit

( 32,010,958 )

2 unchanged sentences

( 6,482,715 )

Total stockholders’

( 2,210,508 )

stockholders’ equity

( 2,210,508 )

Total liabilities

and stockholders’ equity

( 2,650,302 )

liabilities and stockholders’ equity

( 1,803,842 )

Condensed consolidated statement of operations

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

Previously Reported

for the merger transaction¹

/ Other reclassification²

of revenue in case of deferred payment sales³

of right of use of certain assets and liabilities³

/ Adjustments⁴

and comprehensive loss for the six-months ended June 30, 2024:

As Previously

Functional / Other

reclassification¹

( 3,559,990 )

( 3,532,266 )

Instruments sale

Warranty sale

Total revenue

( 3,470,192 )

Cost of revenue

( 7,499,849 )

2 unchanged sentences

( 1,561,263 )

and development expense

compensation expense

& Payroll Expenses

and amortization expense

general and administrative expense

OPERATING EXPENSES:

from operations

Research & development expense

Stock compensation expense

Salaries & Payroll Expenses

Depreciation and amortization expense

Selling, general and administrative

( 4,013,916 )

( 4,436,679 )

TOTAL OPERATING EXPENSES

Loss from operations

( 5,411,234 )

1 unchanged sentence

( 8,521,275 )

INCOME (EXPENSE):

and other income, net

OTHER INCOME (EXPENSE), NET

BEFORE INCOME TAXES

( 8,318,267 )

OTHER INCOME (EXPENSE):

Interest expense

Interest and other income, net

INCOME (EXPENSE), NET

LOSS BEFORE INCOME

( 5,579,695 )

2 unchanged sentences

( 8,199,621 )

Income tax expense

( 5,579,695 )

2 unchanged sentences

( 8,199,621 )

Consolidated statements of other comprehensive

( 5,579,695 )

statements of other comprehensive loss

( 13,982,323 )

1 unchanged sentence

( 8,199,621 )

Foreign currency translation loss

Retirement benefit (net of tax)

TOTAL COMPREHENSIVE

( 5,583,773 )

( 14,065,962 )

currency translation gain/(loss)

benefit (net of tax)

( 8,482,189 )

( 8,279,182 )

Condensed consolidated statement of operations

and comprehensive loss for the three-months ended June 30, 2024:

As Previously

Functional / Other

reclassification¹

Instruments sale

Warranty sale

Total revenue

Cost of revenue

( 3,345,560 )

( 3,071,340 )

OPERATING EXPENSES:

Research & development expense

Stock compensation expense

Depreciation and amortization expense

Selling, general and administrative

( 1,532,776 )

( 1,776,275 )

TOTAL OPERATING EXPENSES

Loss from operations

( 2,767,056 )

( 4,100,189 )

( 1,333,134 )

( 1,010,169 )

OTHER INCOME (EXPENSE):

Interest expense

Interest and other income, net

INCOME (EXPENSE), NET

( 2,931,834 )

( 4,140,570 )

( 1,208,736 )

Income tax expense

( 2,931,834 )

( 4,140,570 )

( 1,208,736 )

Consolidated statements of other

comprehensive loss

2 unchanged sentences

( 1,208,736 )

Foreign currency translation loss

Retirement benefit (net of tax)

TOTAL COMPREHENSIVE

( 2,933,523 )

( 4,153,402 )

( 1,219,879 )

Condensed consolidated statement of cashflows

for the three-months ended March 31, 2024:

for the six-months ended June 30, 2024:

As Previously

Functional / Other

reclassification¹

deferred payment

certain assets and

flows from operating activities:

( 2,798,448 )

( 9,841,753 )

Cash flows from operating activities:

( 5,579,695 )

1 unchanged sentence

( 8,402,628 )

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

( 8,199,621 )

Adjustments to reconcile net loss to net cash used

in operating activities:

Depreciation and amortization

Operating lease liability

Stock compensation expense

Interest expense (net)

Credit loss reserve

Changes in operating assets and

Accounts receivable, net

( 2,702,556 )

( 3,475,878 )

from / payable to related parties

and other current assets

( 2,992,447 )

Inventory, net

Receivables from / payable to related parties

Deffered revenue

Prepaids and other current assets

Accounts payable

( 3,435,655 )

and other non current assets

expenses and other assets

( 3,435,655 )

accrued liabilities

of use liability, current portion

cash used in operating activities

Prepaids and other non current assets

Other accrued liabilities

Lease payments

Net cash used in operating activities

( 2,094,584 )

1 unchanged sentence

( 1,599,902 )

flows from investing activities:

receivable, net

( 4,056,088 )

of property, plant and equipment

Cash flows from investing activities:

Accounts receivable, net

( 2,900,895 )

Purchase of property, plant and equipment

( 1,488,212 )

from / payable to related parties

cash used in investing activities

( 2,239,139 )

Receivables from / payable to related parties

Net cash used in investing activities

( 4,118,959 )

flows from financing activities:

from issuance of convertible notes to other investors

from issuance of convertible notes to principal shareholder

( 2,239,139 )

Cash flows from financing activities:

Proceeds from issuance of convertible notes to other

Proceeds from issuance of convertible notes to principal

Proceeds from bank overdraft facility (net)

Proceeds from securities offering

Net cash provided by financing activities

Net change in cash

( 5,754,265 )

from bank overdraft facility (net)

from securities offering

cash provided by financing activities

change in cash

Effect of exchange rate on cash

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at end of the period

( 5,754,265 )

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

On April 14, 2023, SSII (earlier known as

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

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

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

Sudhir Srivastava, who, through

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

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

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

Further, the Company changed its name to “SS Innovations

International, Inc.,” effected a one-for-ten reverse stock split and increased its authorized common stock to 250,000,000 shares.

In the previously filed financial statements

(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

accordance with ASC 805.

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

as the Accounting Acquirer, and CardioVentures, Inc.

was treated as the accounting acquiree.

The 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 condensed consolidated financial statements.

Additionally, the amount recognized as issued

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

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

Additionally, the Company excluded Accumulated

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

(1) Functional / Other reclassifications

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.

In 2024, 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:

7 unchanged sentences

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

Lease expenses for R&D activities are

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

Lease expenses for R&D activities are now

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

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

2 unchanged sentences

Salaries and Related Expenses in COGS,

Previously, salaries and related expenses

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

Previously, salaries and related expenses 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

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

This enhances the calculation of

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

Salaries and benefits for production staff are

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

This enhances the calculation of gross

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

Salaries for R&D personnel have been classified

3 unchanged sentences

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

Other reclassifications in condensed

consolidated balance sheet and condensed consolidated statement of cash flows

We noted that there are reclassifications

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

Other reclassifications in condensed consolidated

balance sheet and condensed consolidated statement of cash flows

We noted that there are reclassifications required

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

current/non-current positions

1 unchanged sentence

Impact on restated condensed consolidated

financial statements for the period ended March 31, 2024

financial statements for the period ended June 30, 2024

(A) Impact on restated Condensed Consolidated

Balance Sheet

Reclassifications were of below nature:

Restricted Cash:

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.

Reclassifications were of

below nature:

Cash & cash equivalents:

The company identified that previously cash & cash equivalents includes bank overdraft balance of $ 846,460 which are now correctly reclassified to bank overdraft facility.

Accounts receivable of $ 2,219,215 are reclassified from non-current to current based on their due date of collection as per contract with customers.

Receivables from related party (net) of $ 1,297,410 reclassified from non-current to current based on their due date of collection.

Prepaids and other current assets:

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 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 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.

Deferred revenue was previously recorded

under other accrued liability (current) amounting to $ 2,335,601 and other accrued liability (non-current) amounting to $ 939,150 .

has now been classified separately as defer revenue current amounting to $ 395,565 and non-current amounting to $ 2,879,186 .

Long term borrowings:

As at June 30, 2024, long term borrowings amounting

to $ 510,189 are now reclassified to current maturities of long-term debt.

Additionally, actuarial liability amounting $ 33,933 which were

previously classified under long term borrowing (non-current) has now been reclassified to other accrued liabilities (non-current).

Differential impact of above adjustments

have been corrected in the condensed consolidated statement of cash flows for the six months ended June 30, 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 were of

below nature:

(i) Functional

classification

Operating expenses are now reclassified functionally, encompassing

Selling, general and administrative expense, research and development expense and stock compensation expense.

This reclassification has

resulted in increase in the Cost of revenue by $ 389,932 , Research and development expense by $ 830,919 , Stock compensation expense by $ 3,248,916 ,

Depreciation and amortization expense by $ 169,919 and a decrease in Selling, general and administrative expense by $ 4,436,679 for the

six months ended June 30, 2024.

Similarly, this reclassification has resulted in decrease in the Cost of revenue by $ 1,930 , Research and

development expense by $ 698,979 , Stock compensation expense by $ 1,311,714 , Depreciation and amortization expense by $ 90,476 and a decrease

in Selling, general and administrative expense by $ 1,776,275 for the three months ended June 30, 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 $ 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

misapplications

Revenue recognition

The Company identified that it had inadvertently

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

revised financial statements for the period ended 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,

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

Also, in previously filed financial statements,

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

Further, the Company

included deferred revenue within the accrued liabilities.

The decision to adopt a discounting approach

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

By discounting future

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

of cash receipts.

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

of our financial information across periods.

However, after management’s evaluation,

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

and warranty services commencing in the second year.

The services offered under the extended maintenance and warranty agreements are

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

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

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

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

Also, deferred revenue has now been reclassified

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

GAAP guidelines.

Additionally, deferred revenue has now been divided

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

These adjustments provide more clarity

and transparency.

Moreover, the Company has now separated revenue

into instrument sales and system sales.

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

recognition patterns.

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

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

for each category.

Impact on restated condensed consolidated

financial statements for the period ended March 31, 2024

The Company identified that revenue and accounts

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

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

In line with ASC 606, correction entries

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

Long term account receivables balances were

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

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

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

period of contract.

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

component and reduced trade receivable by $ 2,896,293 .

Also, warranty income to be recognized once

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

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

due to this $ 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.

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 $ 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 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

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

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

all affected lease arrangements.

Impact on Financial Statements:

The restatement

is expected to primarily affect:

Lease Liabilities:

Previously unrecorded liabilities

associated with the identified leases will be recognized.

Right-of-Use Assets:

Corresponding assets

related to the identified lease arrangements will be recognized.

Lease Expenses:

Adjustments will be made to

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

The Company identified that it had a leased

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 $ 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 $ 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 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.

Sales of instruments amounting to $ 27,725 and $ 22,033 for the six

months and three months period ended June 30, 2024 respectively, was previously recorded under System sales and has now been correctly

classified to Instrument sales.

Correction of other errors in measurement

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Below are major error corrections

made in condensed consolidated financial statements for the period ended 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 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 .

(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 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.

made in condensed consolidated financial statements for the period ended June 30, 2024:

(i) Errors relating to sales cut-off:

The Company identified that sale of systems amounting to $ 2,542,737 were recorded in previously filed financial statements as System sales that were not related to current period.

Correspondingly, a reversal entry was made in current period resulting in decrease of accounts receivable and System sale.

(ii) Deferred Revenue:

The Company identified that sale of system amounting to $ 887,237 and $ 104,476 for six months and three months period ended June 30, 2024 respectively, were recorded in previously filed financial statements which relates to unsatisfied performance obligations.

Accordingly, the same was rectified in current period that results in increase of deferred revenue and decrease in System sales.

(iii) Lease income:

Lease payments relating to the fixed payments arising out of the systems installed on Pay per use basis was recorded as lease income amounting to $ 33,024 and $ 18,012 for six months and three months period ended June 30, 2024 respectively.

(iv) Incorrect recognition of prepaid and other current asset:

The Company identified that recovery of security deposits/advances amounting to $ 316,947 is doubtful and hence a credit loss reserve for the same was created.

This was not accounted for in the previously filled financial statements.

Additionally, prepaid assets amounting to $ 47,804 were expensed off as services were already availed.

Further the Company accrued interest on fixed deposits amounting to $ 119,250 which was not recorded in the previously filed financial statements.

As a result of these adjustments, prepaid and other current assets decreased by $ 245,501 .

(v) Incorrect capitalization of PPE:

The Company identified that it has leased one system on “pay per use basis” to a customer and one system was used for “demo”.

However, in the previous financial statements these systems were classified as inventory, which are now capitalized in property, plant and equipment and depreciation is recomputed accordingly.

As a result of this adjustment property, plant and equipment was increased by $ 540,040 (net of depreciation) as at June 30, 2024.

Incorrect useful life of PPE:

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 life were corrected, and depreciation was recalculated accordingly.

As a result of this adjustment property, plant, and equipment was increased by $ 211,282 for the six months ended June 30, 2024.

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

As a result of this adjustment, inventory is increased by $ 774,596 (net off amount capitalized in property, plant and equipment relating to system leased on “pay per use basis” to a customer and one system was used for “demo” amounting to $ 542,040 as at June 30, 2024.

Consequent to this adjustment, cost of revenue has decreased by $ 1,908,930 and $ 272,290 for six months and three months period ended June 30, 2024 respectively.

(vii) Incorrect accrual of expenses:

The company has identified some payable balances which was previously recorded incorrectly in books of accounts, as a result amount of $ 326,551 and $ 168,830 was reduced from other accrued liability and accounts payable respectively.

of Security deposits:

2 unchanged sentences

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.

(ix) Stock compensation expenses:

The Company had issued stocks to advisors upfront for services to be received in the future.

However the Company had recorded complete expense upfront in the previously filed financial statements.

This was corrected by reversing the stock compensation expense and recording prepaid and non current assets amounting to $ 533,495 .

Further, the stock compensation expense was incorrectly recorded and requires correction in grant date fair value.

Consequently, an amount of $ 6,837,121 and $ 1,665,573 has additionally recognized in condensed consolidated statements of operations and comprehensive loss for six months and three months ended June 30, 2024 respectively.

(x) The Company identified that certain traveling and lodging expenses amounting to $ 10,430 were not recorded as business expense of the Company, and this has now been correctly recorded and corresponding receivables from related party (Dr.

Sudhir Prem Srivastava) have been decreased.

(xi) Unrecognized

Gratuity provision:

The Company identified that the expense and provision for gratuity were not recorded for the period ended June 30,

These were subsequently recorded for the in the current period, with balances reconciled against the actuarial report.

gratuity liability is recorded in other accrued liabilities (non-current) by $ 24,458 .

(xii) Unrecognized Research & development expenses:

The Company identified that there are certain expenses relating to research and development expense which was not recorded in the previously filed financial statements amounting to $ 29,958 for six and three months ended June 30, 2024 and this has now been recognized.

(xiii) Unrecognized Interest expense:

The Company identified that

interest expense relating to unwinding of interest on Letter of Credit availed on recourse basis was not recorded in the previously filed

financial statements amounting to $ 23,665 and $ 13,057 for six and three months ended June 30, 2024 and this has now been recognized.

(xiv) Foreign currency translation loss amounting to $ 91,367 and $ 14,442 for the six months and three months for the period ended June 30, 2024 are primarily due to translation difference in foreign exchange on account of errors / adjustments as mentioned above.

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 three months ended March 31, 2023:

merger transaction

( 1,135,896 )

Instrument sales

Warranty sales

Total revenue

( 1,141,259 )

Cost of revenue

( 1,000,204 )

OPERATING EXPENSES:

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):

Interest expenses

Interest and other income, net

TOTAL OTHER INCOME (EXPENSE), NET

LOSS BEFORE INCOME TAXES

( 2,992,362 )

( 1,313,016 )

Income tax expense

( 2,992,362 )

( 1,313,016 )

Consolidated statements of other comprehensive loss

( 2,992,362 )

( 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 cashflows

for three months ended March 31, 2023:

merger transaction

Cash flows from operating activities:

( 2,992,362 )

( 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 )

Interest expense

Accounts receivable,

Inventory, net

( 1,231,380 )

Receivables from

/ payable to related parties

Deferred revenue

Prepaids and other

current assets

Accounts payable

( 1,068,501 )

Prepaids and other

non current assets

Other accrued liabilities

Net cash used

in operating activities

( 2,484,722 )

( 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

( 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 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 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:

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:

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.

been corrected in the condensed consolidated statement of cash flows for the six months ended June 30, 2024.

Going Concern

3 unchanged sentences

The Company had a working capital surplus of $ 8,291,143 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.

deficit of $ 38,493,673 as of June 30, 2024.

The Company also had a net loss of $ 13,982,323 for the six months ended June 30, 2024

and $ 4,140,570 for the three months ended June 30, 2024 which was mainly on account of non-cash items like Stock Compensation expense

of $ 9,552,542 for six months and $ 2,443,792 for three months, Depreciation of $ 170,577 for six months and $ 90,476 for three months.

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

These conditions raise substantial doubt about the Company’s

1 unchanged sentence

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.

2024, the Company raised $ 2,450,000 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

1 unchanged sentence

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

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

development through the next twelve (12) months.

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

operations and meet its longer-term capital needs.

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

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

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

The accompanying financial

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

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

In April 2024, the Company has further raised

$2,000,000 from its affiliate 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 resources

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

through the next twelve (12) months.

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

and meet its longer-term capital needs.

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

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

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

The accompanying financial statements

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

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

a) Use of Estimates

The preparation of condensed consolidated

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

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

The preparation of condensed consolidated financial

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

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

The Company regularly evaluates estimates and assumptions

10 unchanged sentences

c) Restricted Cash

Restricted cash includes any cash and cash

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

For the purposes of the condensed

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

as restricted cash and restricted cash equivalents.

Restricted cash includes any cash and cash equivalents

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

For the purposes of the condensed consolidated

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

cash and restricted cash equivalents.

d) Accounts Receivable and Allowance for Expected Credit Losses

13 unchanged sentences

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

The allowance for doubtful accounts as of March 31,

The allowance for doubtful accounts as of June 30,

2024, and December 31, 2023 amounted to $ 255,536 and $ nil respectively.

e) Employee Benefits

Contributions to defined contribution plans

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

by the covered employees.

Contributions to defined contribution plans are

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

the covered employees.

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

18 unchanged sentences

f) Foreign Currency Translation

The functional currency of each entity in

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

Transactions in foreign currencies are initially

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

Monetary assets and liabilities

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

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

of the transaction.

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

statement of operations and comprehensive loss.

The functional currency of each entity in the

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

Transactions in foreign currencies are initially recorded

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

Monetary assets and liabilities denominated

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

assets and liabilities are remeasured to the functional currency at exchange rates that prevailed on the date of inception of the transaction.

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

of operations and comprehensive loss.

The assets and liabilities of the subsidiaries

11 unchanged sentences

The relevant translation rates are as follows:

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

for the six months ended June 30, 2024 closing rate at 83.35 US$:

INR, average rate at 83.27 US$:INR.

The relevant translation rates are as follows:

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

for the six months ended June 30, 2023 closing rate at 82.07 US$:

INR, average rate at 82.37 US$:INR.

9 unchanged sentences

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

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

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

As of June 30, 2024 and December 31, 2023 the Company valued the

inventory at $ 7,217,663 and $ 7,017,913 respectively.

h) Fair value measurements

8 unchanged sentences

The fair value hierarchy consists of the following three levels:

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;

I — Quoted prices for identical instruments in active markets.

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.

III — Instruments whose significant value drivers are unobservable.

i) Concentration of Credit Risk

13 unchanged sentences

j) Commitments and Contingencies

Liabilities for loss contingencies arising

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

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

A disclosure for a contingent liability

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

When there is a possible obligation or a present

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

Legal costs incurred

in connection with such liabilities are expensed as incurred.

Capital commitments are disclosed in the condensed consolidated financial

Liabilities for loss contingencies arising from

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

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

A disclosure for a contingent liability is

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

When there is a possible obligation or a present obligation

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

Legal costs incurred in connection

with such liabilities are expensed as incurred.

Capital commitments are disclosed in the condensed consolidated financial statements.

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

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 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.

of the transaction price to the performance obligations in the contract;

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 of Customer Contracts

The Company enters into binding contracts

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

key terms and conditions include:

Finalization of Product

The Company enters into binding contracts with

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

The key terms

and conditions include:

of Product and Price:

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

Payment Terms:

Determination

of payment terms, which may involve either a deferred payment arrangement or a one-time payment upon delivery and installation of

the system at the customer’s premises.

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:

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

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

of Risk and Rewards:

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

Instrument and Accessories Sales:

The Company also sells instruments for use

by surgeons in conjunction with the use of our surgical robotic systems.

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,

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Warranty and Annual Maintenance Contract

Under ASC 606, the portion of the equipment

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

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

is recognized as a distinct revenue stream.

Under ASC 606, the portion of the equipment sales

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

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

as a distinct revenue stream.

Lease Income:

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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.

over the lease term on a straight-line basis.

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

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l) Property Plant & Equipment

Property and equipment are stated at cost,

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

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

The Company reviews property and equipment

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

Property and equipment are stated at cost, which

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

and/or rebates, less accumulated depreciation and impairment.

The Company reviews property and equipment for

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

Property Plant & Equipment depreciated

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

The estimated useful lives used in in

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

The estimated useful lives used in

calculating depreciation are as follows:

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Plant and machinery

R & D equipment

Research & Development equipment

Server & networking

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n) Stock Compensation Expense

Under the fair value recognition provisions

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

Under the fair value recognition provisions of

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

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

Determining the fair value of stock-based

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

Determining the fair value of stock-based awards

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

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

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

Stock Units (Restricted Stock Units, or

Stock Units (Restricted Stock Units, or RSUs):

These do not require the employee to exercise any options.

Each stock unit automatically converts into a specified number

of shares upon vesting.

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

value for RSUs.

Each stock unit automatically converts into a specified number of shares

upon vesting.

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

The Company recognizes stock-based compensation

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Forfeitures of equity awards are accounted for as

The Company accounts for equity instruments

issued in exchange for goods or services from non-employees in accordance with ASC Topic 718 Stock Compensation.

The costs associated

with these equity instruments are measured at the estimated fair market value of the consideration received or the estimated fair value

of the equity instruments issued, whichever is more reliably measurable.

The Company accounts for equity instruments issued

in exchange for goods or services from non-employees in accordance with ASC Topic 718 Stock Compensation.

The costs associated with these

equity instruments are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity

instruments issued, whichever is more reliably measurable.

o) Income Taxes

The Company accounts for income taxes using

the asset and liability method of accounting for income taxes.

The Company accounts for income taxes using the

asset and liability method of accounting for income taxes.

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

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of basic and diluted earnings per share:

For three Months ended

(As Restated)

For the Six Months ended

(As Restated)

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( 6,837,504 )

Basic weighted average common shares outstanding

Basic weighted average common shares outstanding (b)

Dilutive effect of convertible note (1)

Dilutive effect of stock-based

Dilutive effect of stock-based awards

Diluted weighted average common shares outstanding

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stockholders:

Basic and Diluted

Basic net loss per share is calculated by

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

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

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

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

Basic and Diluted (a)/(b)

For the Three Months ended

(As Restated)

( 4,140,570 )

( 5,524,488 )

Basic weighted average common shares outstanding (b)

Dilutive effect of convertible note (1)

Dilutive effect of stock-based awards

Diluted weighted average common shares outstanding

Earnings per share attributable to SS INNOVATIONS INTERNATIONAL INC.

stockholders:

Basic and Diluted (a)/(b)

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 period.

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

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

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

(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.

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

The Company determines if an arrangement is

a lease at inception of the contract.

The Company determines if an arrangement is a

lease at inception of the contract.

The Company’s assessment is based on whether:

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

Right-of-use assets (ROU) assets represent

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

Right-of-use assets (ROU) assets represent the

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

to make lease payments arising from the lease arrangement.

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components, which are accounted for separately.

Lease payments that depend on factors other

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

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

Lease payments include payments for common area maintenance,

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

which are treated as non-lease component.

Lease payments that depend on factors other than

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

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

Lease payments include payments for common area maintenance, utilities

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

treated as non-lease component.

The Company accounts for lease-related concessions

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should be accounted for as a lease modification.

The Company accounts for a modification as

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

The Company accounts for a modification as a

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

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

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part of making decisions for allocating resources and evaluating performance.

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

As of both June 30, 2024 and December 31, 2023 100 %

of long-lived assets were in India.

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u) Recent Accounting Pronouncements

In March 2023, the Financial Accounting Standard

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

2023-01, Leases (“Accounting Standards

Codification (“ASC”) Topic 842”):

Common Control Arrangements.

This ASU provides guidance in ASC Topic 842 that

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

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

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

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

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

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

When adopted in an interim

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

The Company does not have any lease arrangements

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

financial statements.

On November 27, 2023, the FASB issued Accounting

Standards Update (ASU) No.

2023- 07, “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

The effective

date of ASU 2023-07 is for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December

The adoption of ASU 2023-07 will enhance expense disclosures in segment reporting and other qualitative disclosures and allows

for disclosing multiple measures of segment profit or loss.

The Company does not expect any significant impact from the adoption of this

On December 14, 2023, the FASB issued ASU

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”).

The effective

date of ASU 2023-09 is for fiscal years beginning after December 15, 2024.

The adoption of ASU 2023-09 will enhance quantitative and

qualitative disclosures related to rate reconciliation of significant components and income tax paid.

The Company does not expect any

significant impact from the adoption of this standard.

NOTE 3 – PROPERTY, PLANT AND EQUIPMENT, NET

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(As restated)

Computer & peripherals

Computer & peripheral

Leasehold improvement

Office equipment

Pay Per Use Systems

Plant and machinery

R & D equipment

Research & Development equipment

Server & networking

Pay Per Use Systems

Accumulated depreciation

Depreciation expenses for the six months ended

June 30, 2024, and 2023 amounted to $ 170,577 and $ 67,057 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.

ended June 30, 2024, and 2023 amounted to $ 90,476 and $ 34,466 respectively.

Further 1 system has been installed for demonstration

purposes which was initially recorded as inventory.

Hence, from the date of installation it has been recorded under “Property, plant

and equipment” in accordance with ASC 360.

NOTE 4 – REVERSE RECAPITALIZATION

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On April 14, 2023 (“ Closing ”),

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

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

This agreement was executed among AVRA-SSI Merger Corporation,

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

Sudhir Srivastava, who, through his holding

company, owned a controlling interest in CardioVentures.

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

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

This agreement was executed among AVRA-SSI

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

Sudhir Srivastava,

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

At Closing, Merger Sub merged with and into

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

in accordance with ASC 805.

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

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

purposes in accordance with ASC 805.

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

Accounting Acquiree.

This determination was based on several factors:

CardioVentures’

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

The Board and management

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

CardioVentures had a

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

The ongoing operations,

post-combination, are those of CardioVentures.

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

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

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

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

Merger Consideration and Share Issuance:

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

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

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

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 shares.

Pursuant to the Merger Agreement, the holders

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These shares:

Vote together with SSII

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

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

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

Are not convertible

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

Include protective provisions

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

Are not convertible into common stock, have no dividend rights, and carry a nominal liquidation preference.

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

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

Restructuring and Capital Contributions:

Concurrent with the Merger:

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

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.

with the Merger:

● The Company changed its name to “ SS Innovations International, Inc.

,” effected a one-for-ten reverse stock split, and increased its authorized common stock to 250,000,000 shares.

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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Reverse Recapitalization Impact:

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

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

The fair value of AVRA’s

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

For comparative periods, the assets and liabilities

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

balances carried forward.

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

NOTE 5 – ACCOUNTS RECEIVABLE,

Accounts receivable consisted of the following

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

as of June 30, 2024 and December 31, 2023:

(As restated)

Accounts receivable, net (current)

Accounts receivable, net

Accounts receivable, net (non-current)

Total accounts receivable, net

The Company performed an analysis of the trade

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Details of customers which accounted for 10%

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:

or more of total revenues during the six months and three months period ended June 30, 2024, and June 30, 2023 and 10% or more of total

accounts receivables as at June 30, 2024, and December 31, 2023.

Percentage of revenue

Percentage of Accounts

For six months ended

Percentage of revenue

For three months ended

Receivable as at

Percentage of Accounts

Receivables As at

NOTE 6 – CASH, CASH EQUIVALENTS

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For the purpose of condensed consolidated statement

of cash flows, cash, cash equivalents and restricted cash (Current) & (Non-Current) consisted of the following as of March 31, 2024,

of cash flows, cash, cash equivalents and restricted cash (Current) & (Non-Current) consisted of the following as of June 30, 2024,

and December 31, 2023.

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Restricted cash (Non- current)

Total cash, cash

equivalents and restricted cash

Total cash, cash equivalents and restricted

We have classified fixed deposits (FDs), which

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Prepaid, Current and Non-Current Assets consisted

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

of the following as of June 30, 2024, and December 31, 2023:

(As Restated)

Receivables from statutory authorities

Prepaid expenses – Stock Compensation current

Security deposit

Prepaid expense- stock compensation current

Security deposits

Other prepaid- current assets

Prepaid and other current assets

Prepaid expenses – Stock Compensation non current

Prepaid expense- stock compensation non current

Security deposits

Other prepaid- non current asset

Other prepaid- non current assets

Prepaid and other non current assets

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(Refer Note 19 – Stock Compensation

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED

NOTE 8 – ACCOUNTS PAYABLE AND

ACCRUED EXPENSES

Accounts payable and accrued current and non-current

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

expenses consisted of the following as of June 30, 2024, and December 31, 2023:

(As restated)

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Total accounts payable, accrued current and non current expenses

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

Accounts payable $ 1,126,373 as of June 30,

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 .

Other accrued

liabilities of $ 579,986 as of June 30, 2024, mainly include $ 333,348 advance from customers and expenses payable of $ 327,812 .

NOTE 9 – NOTES PAYABLE

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price of $ 4.45 .

In month of April 2024, the Company raised

$ 2,000,000 from its affiliate by issuance of two One-Year 7 % Promissory Notes of $ 1,000,000 each, to meet certain working capital requirements.

These Notes are payable in full after 12 months from the respective date of issuance of these Notes.

NOTE 10 – BANK OVERDRAFT FACILITY

Bank overdraft facility consisted of the following

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

as of June 30, 2024, and December 31, 2023.

(As Restated)

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HDFC Bank working capital demand loan (3) - 9 23%

HDFC Bank working capital demand loan (4) - 9.11 %

HDFC Bank working capital demand loan (5) - 8.50 %

Bank overdraft

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Sudhir Srivastava for this facility.

As of March 31, 2024 and December

As of June 30, 2024 and December

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

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

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

days after each month-end.

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

after each month-end.

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

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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.

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

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.

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

is repayable in the month of July, August and November 2024 amounting to $ 1,319,668 , $ 5,548,604 and $ 839,789 respectively.

NOTE 11 – BORROWINGS

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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.

liability (including interest) for the year ended December 31, 2023, and for the period ended June 30, 2024.

(As Restated)

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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.

During the six months and three months ended June 30, 2024, the company had sold fourteen and ten

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,

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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

Company recorded $ 159,376 and $ 41,136 as interest income on account of deferred financing component during the period ended June 30, 2024

and 2023 respectively.

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Net changes in liability for pre-existing contracts

Revenue recognized

Revenue recognized for warranty sales

Revenue recognized for instrument sales

Deferred revenue- end of period

(As Restated)

Deferred revenue expected to be recognized in:

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More than one year

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

For the six-months ended June 30, 2024,

The following table disaggregates our revenue by major source:

(As restated)

Instruments sale

Warranty sale

Total revenue

Revenues for six months ended June 30, 2024 and

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

(As Restated)

For the three-months ended June 30, 2024,

The following table disaggregates our revenue by major source:

(As Restated)

Instruments sale

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Total revenue

Revenues for three months ended March 31, 2024

Revenues for three months ended June 30, 2024

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

(As Restated)

NOTE 13 – STOCKHOLDERS’ EQUITY

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

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

As of June 30, 2024, there were 170,739,380 issued

and outstanding common shares.

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The Company had outstanding 5,000 shares of preferred

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

stock, par value $ 0.0001 as at June 30, 2024 and December 31, 2023.

NOTE 14 – RELATED PARTY TRANSACTIONS

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

As of June 30, 2024, and December 31, 2023, there

were amounts due from related parties, respectively.

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Receivable from related party amounting to

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.

$ 1,286,980 and $ 1,567,559 as at June 30, 2024 and December 31, 2023 respectively, majorly consists 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

3 unchanged sentences

assets and liabilities:

March 31, December 31,

(As Restated)

Operating leases

(As Restated)

Right of use operating lease assets

2 unchanged sentences

Total lease liabilities

March 31, December 31,

(As Restated)

Operating leases 2024

(As Restated) December 31,

Weighted average remaining lease term (years)

7 unchanged sentences

Supplemental cash flow and other information related to leases are

Period ended March 31

(As Restated)

Period ended June 30

(As Restated)

1 unchanged sentence

Operating cash outflows for operating leases

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

Maturities of lease liabilities as of June 30, 2024 were as follows:

2029 and thereafter

4 unchanged sentences

The Company has not recorded income tax benefits

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

for the net operating losses incurred during the period ended June 30, 2024, and 2023 nor for other deferred tax assets generated, due

to its uncertainty of realizing a benefit from those items .

1 unchanged sentence

of the following:

(As Restated)

For the Six months ended

(As Restated)

4 unchanged sentences

The Company does not have federal and state net

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

operating losses for the period ended June 30, 2024, and June 30, 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.

tax benefits as of June 30, 2024, and June 30, 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 the period ended

June 30, 2024, and June 30, 2023.

The Company is subject to taxation in the United

4 unchanged sentences

(As Restated)

Accounting loss before income tax

3 unchanged sentences

( 2,936,288 )

( 1,435,876 )

Foreign tax rate differential

5 unchanged sentences

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 period ended June 30, 2024 and June 30, 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 the period ended June 30, 2024, and June 30, 2023.

The components of the deferred tax balances were

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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 March 31, 2024, and December 31, 2023, and recorded a valuation allowance of

$ 7,190,630 and $ 5,145,040 , 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 June 30, 2024, and December 31, 2023, and recorded a valuation allowance of $ 8,060,150 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

The Company’s Gratuity Plan in India

provides for a lump sum payment to 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.

4 unchanged sentences

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

of the employees.

The Gratuity Plan is unfunded, and the company

1 unchanged sentence

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:

June 30, 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)

6 unchanged sentences

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

Unfunded status in the end

Unfunded amount recognized in consolidated balance sheets

Non-current liability (included under other non-current liabilities

Current liability (included under accrued employee costs)

1 unchanged sentence

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.

During the period ended June 30, 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

5 unchanged sentences

Net gratuity cost

The components of retirement benefits included in AOCI, excluding tax

effects, were as follows:

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:

The weighted average actuarial assumptions used

to determine benefit obligations and net gratuity cost were:

(As restated)

6 unchanged sentences

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

Expected benefit payments as of June 30, 2024

June 30, 2024

NOTE 18 – FAIR VALUE MEASUREMENT –

2 unchanged sentences

are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The levels of the fair value

hierarchy are:

The levels of the fair value hierarchy

observable inputs such as quoted prices in active markets.

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.

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

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

The company’s financial assets which are

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

The company does not have financial assets

which are measured using Level I or Level II inputs.

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

1 unchanged sentence

Carrying Value

(As restated)

Financial Assets

receivables net (1)

Other non-current financial

Account receivables, net (1)

Other non-current financial assets (2)

Financial Liabilities

Lease liabilities (3)

non-current financial liabilities (4)

(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.

3 unchanged sentences

(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.

(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.

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

3 unchanged sentences

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.

upon the exercise of the Option (the “Option Price”) shall be $ 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

( 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.

2 unchanged sentences

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.

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

The grant 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

6 unchanged sentences

Stock options:

Stock options activity for the year period ended

March 31, 2024, was as follows:

Stock options activity for the period ended June

30, 2024, was as follows:

Unvested balance as of December 31, 2023

Unvested balance as of March 31, 2024

Unvested balance as of June 30, 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.

vested was $ 4,656,807 and $ 3,152,066 during the period ended June 30, 2024 and year ended December 31, 2023 respectively.

vested during the year were not exercised at the end of the June 30, 2024.

Restricted Stock Awards (RSA)

Restricted Stock Awards activity for the period

ended March 31, 2024, was as follows:

ended June 30, 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,

Unvested balance as of June 30, 2024

During the period ended June 30, 2024, 358,294

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.

vested was $ nil and $ 6,095,401 during the period ended June 30, 2024, and year ended December 31, 2023 respectively.

There were no RSAs

issued during the period ended June 30, 2024.

Advisory shares:

6 unchanged sentences

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.

shares vested was $ 244,147 and $ 5,633,147 during the period ended June 30, 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:

During the period ended June 30, 2024 and June

30, 2023, the Company has recorded share compensation expense of $ 9,552,542 and $ 8,150 respectively in relation to stock options, RSAs

and Advisory shares as follows:

For the period

March 31, 2024

(As Restated)

(As restated)

Stock options

4 unchanged sentences

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

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 June 30, 2024 is as follows:

Period ended June 30, 2024

(As restated)

Options Stock

Options Restricted

Grant date February 13,

8 unchanged sentences

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 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.

in the Condensed Consolidated Statements of operations and comprehensive loss during the period ended June 30, 2024, and 2023, is based

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

As of June 30, 2024, there was $ 9,827,493 , $ 19,004,208

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

6 unchanged sentences

Effective June 01, 2023, SSI-India subsidiary signed

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

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

This lease provides for a monthly payment of $ 15,564

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.

another lease agreement for occupying an additional space in Gurugram, to further expand its manufacturing and assembly capacity.

lease provides for a monthly payment of $ 16,144 plus taxes and expires on May 31, 2032 , subject to further renewal on mutually acceptable

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 $ 17,995 plus taxes.

NOTE 21 – SUBSEQUENT EVENTS

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

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.

The Company borrowed $ 250,000 each in the months of October and November 2024 from Sushruta Pvt Ltd.

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

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

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

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

2 unchanged sentences

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

What changed 10-Q/A

Item 1. Financial Statements