What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-04-01 compared with 2025-03-10 · 635 added, 563 removed, 1119 unchanged (52% of the section changed)

Financial Statements

September 30,

(As restated)

December 31, 2023

Current Assets:

21 unchanged sentences

Deferred revenue

Other accrued liabilities

Accrued expenses & other current liabilities

Total Current Liabilities

2 unchanged sentences

Deferred revenue

Other accrued liabilities

Other non current liabilities

Total Non-Current Liabilities

Total Liabilities

Stockholders’ equity:

Stockholders’

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 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

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

Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 170,864,380 shares and 170,711,880 shares issued and outstanding as of September 30, 2024 and December 31, 2023 respectively

Accumulated other comprehensive income (loss)

9 unchanged sentences

Financial Statements

SS INNOVATIONS INTERNATIONAL,

SS INNOVATIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

1 unchanged sentence

For the three months ended

September 30,

(As restated)

September 30,

Instruments sale

26 unchanged sentences

Weighted average- diluted shares

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

( 3,245,483 )

6 unchanged sentences

( 2,032,847 )

See accompanying notes

to Condensed Consolidated Financial Statements.

See accompanying notes to Condensed Consolidated

Financial Statements.

SS INNOVATIONS INTERNATIONAL, INC.

1 unchanged sentence

AND COMPREHENSIVE LOSS

For The Six months ended

For the nine months ended

September 30,

(As restated)

September 30,

Instruments sale

26 unchanged sentences

Weighted average- diluted shares

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

( 17,227,806 )

10 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

FOR THE SIX MONTHS ENDED JUNE 30, 2024, AND

JUNE 30, 2023

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024,

AND SEPTEMBER 30, 2023

Preferred Stock

Common Stock to be Issued

comprehensive

Accumulated other comprehensive

Total Stockholders’

16 unchanged sentences

( 38,493,673 )

Stock compensation

Common stock issued against exercise of warrants

Stock issued for services

( 3,245,483 )

( 3,306,516 )

Balance as at September 30, 2024

( 41,739,156 )

Balance as at December 31, 2022

16 unchanged sentences

( 10,470,562 )

Conversion of notes payable to equity

Common stock options issued against exercise of options

Stock compensation expense

Stock to be issued for services

( 1,898,538 )

( 2,032,847 )

Balance as at September 30, 2023

( 12,369,100 )

See accompanying notes to Condensed Consolidated

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Month ended

For the nine months ended

September 30,

(As restated)

September 30,

Cash flows from operating activities:

14 unchanged sentences

( 5,254,740 )

( 4,195,746 )

Receivables from / payable to related parties

1 unchanged sentence

Prepaids and other current assets

( 1,200,417 )

( 1,350,845 )

Accounts payable

Prepaids and other non current assets

Other accrued liabilities

Accrued expenses & other current liabilities

Other non current liabilities

Net cash used in operating activities

3 unchanged sentences

Purchase of property, plant and equipment

( 2,239,139 )

Net cash used in investing activities

( 2,239,139 )

Cash flows from financing activities:

Proceeds from bank overdraft facility (net)

Proceeds from issuance of common stock against warrants and options

Proceeds from issuance of promissory notes to principal shareholder

Proceeds from issuance of convertible notes to principal shareholder

Proceeds from issuance of convertible notes to other investors

Proceeds from bank overdraft facility (net)

Repayment of term loan

4 unchanged sentences

Cash and cash equivalents at end of the period

Supplemental disclosure of cash flow information:

Conversion of convertible notes into common stock

Transfer of systems from inventory to property, plant and equipment, net^

Inventory is transferred to property and equipment at cost when we require additional machines

for training or demonstration.

See accompanying notes to Condensed Consolidated

8 unchanged sentences

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

On April 14, 2023, a wholly owned subsidiary

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

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

Ltd., an Indian private limited company

engaged in the business of developing innovative surgical robotic technologies.

As a result of the transaction, a “ change in

control ” of the Company took 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 (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 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.

” 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 (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.

controlling interest in Otto Pvt Ltd.

acquired controlling

interest in Otto Pvt Ltd.

from Cardio Bahamas, making Cardio Ventures Inc.

2 unchanged sentences

Unaudited Interim Condensed Consolidated Financial

The interim condensed consolidated balance

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 interim condensed consolidated balance sheet as of September 30,

2024, and the interim condensed consolidated statements of operations, comprehensive loss and stockholders’ equity for the nine

months and three months and cash flows for the nine months ended September 30, 2024 and September 30, 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 presentation

of our financial position as of September 30, 2024 and our results of operations for the nine months and three months and cash flows for

the nine months ended September 30, 2024 and September 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.

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

condensed consolidated results of operations for the nine months and three months ended September 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

2 unchanged sentences

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

Securities and Exchange Commission (the “SEC”)

on December 6, 2024.

Securities and Exchange Commission (the “SEC”) on

December 6, 2024.

The interim condensed consolidated financial

5 unchanged sentences

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

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

transactions, are eliminated while preparing condensed consolidated financial statements.

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

are eliminated while preparing condensed consolidated financial statements.

Certain prior period amounts have been reclassified to conform to the current year presentation.

Accounting policies of the respective individual

2 unchanged sentences

The Company restated the accompanying condensed

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:

consolidated balance sheet as at September 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 September 30, 2024, and September 30, 2023,

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

/ other reclassification

Errors / Adjustments

Restatement in June 2024

/ Adjustments

Restatement in September 2024

Summary of restatements made in condensed consolidated

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

As Previously

Functional / Other

reclassification¹

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

As Previously Reported

Functional / Other reclassification¹

Errors / Adjustments²

Current Assets:

12 unchanged sentences

Accounts receivable, net

( 2,219,125 )

Restricted cash

Receivable from related party

( 1,297,410 )

Prepaids and other non current assets

Total Non-Current

( 3,296,968 )

( 3,516,535 )

( 2,650,302 )

( 1,803,842 )

LIABILITIES AND STOCKHOLDERS’

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

5 unchanged sentences

Deferred revenue

Other accrued liabilities

( 2,662,152 )

Accrued expenses & other current liabilities

( 1,193,651 )

Total Current Liabilities

( 2,747,352 )

( 2,276,307 )

Non-Current Liabilities:

1 unchanged sentence

Deferred revenue

Other accrued liabilities

Long-term borrowings, less current portion

Total Non-Current

Other non current liabilities

Total Non-Current Liabilities

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 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

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 September 30, 2024 and December 31, 2023

Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 170,864,380 shares and 170,711,880 shares issued and outstanding as of September 30, 2024 and December 31, 2023 respectively

Accumulated other comprehensive income (loss)

4 unchanged sentences

( 41,739,156 )

( 6,482,715 )

Total stockholders’

( 2,210,508 )

Total liabilities

and stockholders’ equity

( 2,650,302 )

( 1,803,842 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

Condensed consolidated statement of operations

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

As Previously

Functional / Other

reclassification¹

and comprehensive loss for the nine-months ended September 30, 2024:

As Previously Reported

Functional / Other reclassification¹

Errors / Adjustments²

( 2,681,331 )

8 unchanged sentences

( 8,049,960 )

( 1,951,195 )

( 1,561,263 )

OPERATING EXPENSES:

1 unchanged sentence

Stock compensation expense

Salaries & Payroll Expenses

Depreciation and amortization expense

Selling, general and administrative

( 4,013,916 )

( 4,436,679 )

Selling, general and administrative expense

TOTAL OPERATING EXPENSES

7 unchanged sentences

Interest and other income, net

INCOME (EXPENSE), NET

LOSS BEFORE INCOME

TOTAL OTHER INCOME (EXPENSE), NET

LOSS BEFORE INCOME TAXES

( 11,699,076 )

7 unchanged sentences

( 5,304,516 )

Consolidated statements of other comprehensive

Consolidated statements of other comprehensive loss

( 11,699,076 )

2 unchanged sentences

( 5,304,516 )

Foreign currency translation loss

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation gain/(loss)

Retirement benefit (net of tax)

TOTAL COMPREHENSIVE

TOTAL COMPREHENSIVE LOSS

( 11,699,076 )

3 unchanged sentences

Condensed consolidated statement of operations

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

As Previously

Functional / Other

reclassification¹

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

As Previously Reported

Functional / Other reclassification¹

Errors / Adjustments²

Instruments sale

7 unchanged sentences

Stock compensation expense

Depreciation and amortization expense

Selling, general and administrative

( 1,647,032 )

( 1,776,275 )

Depreciation and amortization expense

Selling, general and administrative expense

TOTAL OPERATING EXPENSES

Loss from operations

( 1,716,571 )

( 1,433,977 )

Loss from operations

( 5,936,068 )

3 unchanged sentences

Interest and other income, net

INCOME (EXPENSE), NET

( 2,931,834 )

TOTAL OTHER INCOME (EXPENSE), NET

LOSS BEFORE INCOME TAXES

( 6,119,379 )

3 unchanged sentences

( 3,245,483 )

( 1,208,736 )

Consolidated statements of other

comprehensive loss

( 2,931,834 )

Consolidated statements of other comprehensive loss

( 6,119,379 )

( 3,245,483 )

Foreign currency translation loss

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation gain/(loss)

Retirement benefit (net of tax)

TOTAL COMPREHENSIVE

( 2,933,523 )

TOTAL COMPREHENSIVE LOSS

( 6,119,379 )

1 unchanged sentence

Condensed consolidated statement of cashflows

for the six-months ended June 30, 2024:

As Previously

Functional / Other

reclassification¹

for the nine-months ended September 30, 2024:

As Previously Reported

Functional / Other reclassification¹

Errors / Adjustments²

Cash flows from operating activities:

3 unchanged sentences

( 5,304,516 )

Adjustments to reconcile net loss to net cash used

in operating activities:

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

Shares issued to investors and advisors

Stock compensation expense

Changes in operating assets and liabilities:

Accounts receivable, net

1 unchanged sentence

( 3,741,191 )

( 2,992,447 )

Inventory, net

( 2,863,158 )

( 5,254,740 )

( 2,391,582 )

Restricted cash

Receivables from / payable to related parties

Deffered revenue

Deferred revenue

Prepaids and other current assets

Accounts payable

( 1,200,417 )

( 3,435,655 )

Accounts payable

Prepaids and other non current assets

Other accrued liabilities

Lease payments

Net cash used in operating activities

( 2,094,584 )

Accrued expenses & other current liabilities

( 1,206,995 )

Other non current liabilities

Lease payment

Net cash used in operating activities

( 5,474,776 )

2 unchanged sentences

Accounts receivable, net

( 2,900,895 )

Purchase of property, plant and equipment

( 1,637,678 )

( 2,239,139 )

Receivables from / payable to related parties

Net cash used in investing activities

( 1,655,495 )

( 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 issuance of promissory notes to principal shareholder

Proceeds from issuance of convertible notes to principal shareholder

Proceeds from issuance of convertible notes to other investors

Proceeds from bank overdraft facility (net)

Proceeds from securities offering

Net cash provided by financing activities

4 unchanged sentences

Cash and cash equivalents at end of the period

( 5,754,265 )

(1) Functional / Other reclassifications

16 unchanged sentences

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

Salaries and Related Expenses in COGS,

Salaries and Related Expenses in COGS, R&D

Previously, salaries and related expenses were

17 unchanged sentences

classification basis nature of receivable/payable

Impact on restated condensed consolidated

financial statements for the period ended June 30, 2024

Impact on restated condensed consolidated financial

statements for the period ended September 30, 2024

(A) Impact on restated Condensed Consolidated

2 unchanged sentences

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.

Other accrued liabilities:

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.

Restricted Cash:

The Company identified that fixed deposits of $ 42,826 were classified as Restricted cash current which is now reclassified to Restricted cash non-current..

Offsetting of liability for letter of credit (with recourse):

The Company identified that the encashment of a letter of credit (LC – with recourse) amounting $ 510,189 received from banker against the customer’s invoicing was not netted off in the previously filed financial statements against the customer’s closing balance.

Although the liability was settled in current period with banker which now is netted off.

Property, plant and equipment:

The Company identified that Capital

work in progress amount to $ 115,275 was classified as prepaid and other current assets in the previously filled financial statements,

now has been correctly classified as property, plant and equipment as at September 30, 2024.

Accrued expenses and other current liabilities:

Deferred revenue was previously recorded under accrued expenses and other current liability (current) amounting to $ 277,438 .

This has now been classified separately in the current portion of deferred revenue.

Differential impact of above adjustments have

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

(B) Reclassifications Condensed Consolidated

7 unchanged sentences

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.

resulted in increase in the Cost of revenue by $ 561,516 , Research and development expense by $ 3,475 and in Selling, general and administrative

expense by $ 85,884 for the nine months ended September 30, 2024.

Similarly, this reclassification has resulted in increase in the Cost

of revenue by $ 171,584 , Selling, general and administrative expense by $ 553,505 and decrease in Research and development expense by $ 827,444 ,

for the three months ended September 30, 2024.

reclassifications

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

Sales of Instrument amounting to $ 117,615 and $ 89,891 for the nine

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

classified to Instrument sales.

Interest expense includes amount of $ 246,239 for the nine months and

three months period ended September 30, 2024, pertaining to interest portion of single lease expense for operating lease assets have been

reclassified to Selling, General and Administrative Expense from Interest expense.

Stock compensation expenses of $ 760,922 for the nine months and three months period ended

September 30, 2024 were incorrectly classified as Depreciation and amortization expense which has now been rectified.

Correction of other errors in measurement

3 unchanged sentences

Below are major error corrections

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

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

The Company identified that sale

of systems amounting to $ 368,051 were not recorded in previously filed financial statements as System sales that were related to current

Correspondingly, an entry was made in the current period resulting in increase in balance of accounts receivable.

(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.

The Company identified that sale of system amounting

to $ 2,874,256 and $ 177,900 for nine months and three months period ended September 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.

The Company identified that certain sale of systems amount of $ 1,135,575

for the three months period ended September 30, 2024, were not recovered in previously filled financial statements which related to satisfied

performance obligation.

Accounting, the same was rectified in current period that results in increase of revenue.

(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.

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 $ 53,608 and $ 20,584 for nine months and three months period ended September 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.

The Company identified that recovery of security deposits, advance to vendors and balance recoverable from government authorities amounting to $ 363,049 is doubtful and hence a credit loss reserve for the same was created as this was not accounted for in the previously filled financial statements.

Additionally, prepaid assets amounting to $ 177,535 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 $ 540,584 .

(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.

(v) Incorrect useful life and capitalized value 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 life and capitalization amounts were corrected, and depreciation was recalculated accordingly.

As a result of this adjustment property, plant, and equipment was decreased by $ 23,795 and $ 23,137 for the nine months and three months ended September 30, 2024 respectively.

The Company identified that costs pertaining to Demo and Pay per use

systems were incorrectly recorded in cost of revenue, which has now been rectified.

Consequently, Property, plant and equipment has been

increased by $ 1,608,662 and cost of revenue has decreased corrodingly.

(vi) The Company identified that the inventory was incorrectly recorded

in previously filled financial statements.

As a result of this adjustment, inventory is increased by $ 233,166

(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:

The company has identified some payable

balances which was previously recorded incorrectly in books of accounts, as a result amount of $ 916,213 (this adjustment has been considered

in inventory valuation as explained above) and $ 55,521 was reduced from other accrued liability and accounts payable respectively.

(viii) Stock compensation expenses:

The stock compensation expense was incorrectly

recorded and requires correction in grant date fair value.

Consequently, the Company has additionally recorded stock compensation expense

amounting to $ 4,656,594 and amount of $ 1,647,032 has been decreased in condensed consolidated statements of operations and comprehensive

loss for nine months and three months ended September 30, 2024 respectively.

Corresponding impact of above adjustments of $ 4,656,594 as

at September 30, 2024, in addition to historical rectification adjustments amount to $ 5,000,000 till January 01, 2024 is recorded in additional

paid in capital.

(ix) The Company identified that certain traveling and lodging expenses amounting to $ 67,576 relating to personal expenses of Dr.

Sudhir Prem Srivastava were 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 increased.

(x) Unrecognized Gratuity provision:

The Company identified that the expense

and provision for gratuity were incorrectly recorded for the period ended September 30, 2024.

These were subsequently rectified in the

current period, with balances reconciled against the actuarial report.

Accordingly, gratuity liability was recorded in other accrued liabilities

(non-current) by $ 24,211 .

Discounting of Security

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

As a result, the

discounting of security deposits has now been recorded, along with the corresponding prepaid security deposit.

(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:

As a result, the discounting of security

deposits has now been recorded, along with the corresponding prepaid security deposit.

(xii) 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 $ 33,661 for nine ended September 30, 2024 has now been recognized.

(xii) Unrecognized Interest and other income:

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 six months ended June 30, 2024.

interest income on deposits and finance income on accounts receivable were not correctly recorded in the previously filled financial statement.

To rectify the same, an amount of $ 48,665 is increased for the nine months and amount of $ 103,643 is decreased for three months for the

period ended September 30, 2024.

(xiv) Foreign currency translation loss amounting to $ 154,532 and $ 59,087

for the nine months and three months for the period ended September 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 nine months ended September 30, 2024.

Going Concern

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The Company had a working capital surplus of $ 6,582,422 and an accumulated

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

ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued.

deficit of $ 41,739,156 as of September 30, 2024.

The Company also had a net loss of $ 17,227,806 for the nine months ended September

30, 2024 and loss $ 3,245,483 for the three months ended September 30, 2024 which was mainly on account of non-cash items like Stock Compensation

expense of $ 12,003,897 for nine months and $ 2,451,355 for three months, Depreciation of $ 290,079 for nine months and $ 119,502 for three

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

These conditions raise substantial doubt about

the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements

Between February 1, 2024 and February 14, 2024,

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.

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

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$ 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.

In July 2024, the Company has further raised $ 500,000

from its affiliate by issuance of One-Year 7 % Promissory Notes to finance its ongoing working capital requirements.

However, the Company’s existing cash resources

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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.

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

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Significant estimates included discount rate for measuring significant financing component

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

property plant and equipment.

b) Cash and Cash Equivalents

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

plant and equipment.

and Cash Equivalents

The Company considers all highly liquid investments

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

c) Restricted Cash

c) Restricted

Restricted cash includes any cash and cash equivalents

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cash and restricted cash equivalents.

d) Accounts Receivable and Allowance for Expected Credit Losses

The Company’s account receivables are

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

Receivable and Allowance for Expected Credit Losses

The Company’s account receivables are due

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

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

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

The allowance for doubtful accounts as of June 30,

The allowance for doubtful accounts as of September

30, 2024, and December 31, 2023 amounted to $ 413,361 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.

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

covered employees.

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

The liability

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

The Company records

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

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

The Company reviews its assumptions on an annual

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

The liability in

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

The Company records annual

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

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

The Company reviews its assumptions on an annual basis and

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

The effect of modifications

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

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

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

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

The Company believes that the assumptions

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These assumptions

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

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

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

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

f) Foreign Currency Translation

Currency Translation

The functional currency of each entity in the

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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.

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

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The relevant translation rates are as follows:

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

for the nine months ended September 30, 2024 closing rate at 83.76 US$:

INR, average rate at 83.47 US$:INR.

The relevant translation rates are as follows:

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

for the nine months ended September 30, 2023 closing rate at 83.11 US$:

INR, average rate at 82.89 US$:INR.

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INR, average rate at 82.96 US$:INR

The Company’s inventory consists of

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

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

The Company’s inventory consists of finished

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

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

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

which are not yet assembled/manufactured.

The inventory is valued at the

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

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

The inventory is valued at the lower

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

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

inventory at $ 9,423,580 and $ 7,017,913 respectively.

h) Fair value measurements

value measurements

ASC Topic 820, Fair Value Measurements

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asset or liability.

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

or liability as against assumptions specific to the entity.

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

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

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

liability as against assumptions specific to the entity.

In addition, the fair value of liabilities should include consideration of non-performance

risk, including the Company’s own credit risk.

The fair value hierarchy consists of the following three levels:

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II — Quoted prices for similar instruments in active markets;

quoted prices for identical or similar instruments in markets

that are not active;

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.

III — Instruments whose significant value drivers are unobservable.

i) Concentration of Credit Risk

i) Concentration

of Credit Risk

Financial instruments that potentially subject

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to market risk with regard to these funds.

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

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

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

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

To mitigate this risk the Company

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

collectability assessment processes for accounts receivable.

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

derivative financial instruments, for speculative purposes.

j) Commitments and Contingencies

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

assessment processes for accounts receivable.

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

instruments, for speculative purposes.

j) Commitments

and Contingencies

Liabilities for loss contingencies arising from

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

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

A disclosure for a contingent liability is

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

When there is a possible obligation or a present obligation

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

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

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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 recognized:

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

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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.

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In cases where a deferred payment

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

extended warranty obligations.

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

warranty obligations.

Key Terms of Customer Contracts

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

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:

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.

Payment Model:

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

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

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

Warranty Services:

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

The remaining balance

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

Present value of deferred payment is calculated using the prevailing

interest rate.

Instead of negotiating the sales price, the Company provides a warranty service that includes a 1-year assurance warranty and

an extended warranty for an additional 3 to 5 years.

The exact terms are mutually agreed upon with the customer.

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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.

Post-installation,

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

of Risk and Rewards:

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

Warranty and Annual Maintenance Contract

Warranty and Annual Maintenance Contract Sales:

Under ASC 606, the portion of the equipment sales

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Lease Income:

Under ASC 842, in case where the systems are

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

over the lease term on a straight-line basis.

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

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

charges the depreciation over its period of useful life.

l) Property Plant & Equipment

Under ASC 842, in case where the systems are installed

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

lease term on a straight-line basis.

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

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

the depreciation over its period of useful life.

Plant & Equipment

Property and equipment are stated at cost, which

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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 life of the assets.

The estimated useful lives used in

calculating depreciation are as follows:

Property Plant & Equipment depreciated 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:

Computer & peripherals

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Pay per use systems

m) Long-lived Assets

m) Long-lived

In accordance with ASC 360, “ Property

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

n) Stock Compensation Expense

Compensation Expense

Under the fair value recognition provisions of

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

The Company recognizes stock-based compensation

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

Forfeitures of equity awards are accounted for as

Forfeitures of equity awards are accounted for as they

The Company accounts for equity instruments issued

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instruments issued, whichever is more reliably measurable.

o) Income Taxes

The Company accounts for income taxes using the

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and all operating losses carried forward, if any.

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

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

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

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

The effect on deferred

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

Deferred tax assets are reduced by

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

will not be realized.

Deferred tax assets are reduced by a

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

not be realized.

The Company establishes provisions for uncertain

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sustained, if challenged.

p) Basic and Diluted Loss per Share

and Diluted Loss per Share

The following table sets forth the computation

of basic and diluted earnings per share:

For the Six Months ended

For the nine months ended

September 30,

(As Restated)

( 13,982,323 )

( 6,837,504 )

September 30,

Basic weighted average common shares outstanding (b)

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Diluted weighted average common shares outstanding

Earnings per share attributable to SS INNOVATIONS INTERNATIONAL

Earnings per share attributable to SS INNOVATIONS INTERNATIONAL INC.

stockholders:

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For the three months ended

September 30,

(As Restated)

( 4,140,570 )

( 5,524,488 )

September 30,

Basic weighted average common shares outstanding (b)

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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.

(1) Represents

dilution effect related to the interest on convertible notes in the calculation of diluted weighted average shares outstanding for the

portion of the period.

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

q) Research and Development Costs

and Development Costs

In accordance with ASC Topic 730 “Research

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

r) Fair Value of Financial Instruments

Value of Financial Instruments

Our financial instruments consist principally

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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 include payments for common area maintenance, utilities such

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

as non-lease component.

The Company accounts for lease-related concessions

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

should be accounted for as a lease modification.

The Company accounts for a modification as a

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

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

Modifications which

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

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

Upon modification, the Company remeasures the lease liability to reflect

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

adjustment to the ROU assets.

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

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

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

be accounted for as a lease modification.

The Company accounts for a modification as a separate

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

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

Modifications which are not accounted

for as a separate contract are reassessed as of the effective date of the modification based on its modified terms and conditions and

the facts and circumstances as of that date.

Upon modification, the Company remeasures the lease liability to reflect changes to the remaining

lease payments and discount rates and recognizes the amount of the remeasurement of the lease liability as an adjustment to the ROU assets.

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

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

The Company reviews ROU assets for impairment

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

t) Segment reporting

The Company operates in one segment

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

part of making decisions for allocating resources and evaluating performance.

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

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

of making decisions for allocating resources and evaluating performance.

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

of long-lived assets were in India.

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

u) Recent Accounting Pronouncements

Accounting Pronouncements

On November 27, 2023, the FASB issued Accounting

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

On December 14, 2023, the FASB issued ASU

On December 14, 2023, the FASB issued ASU No.

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.

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

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

The Company’s property, plant and equipment consisted of the

September 30,

(As restated)

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Plant and machinery

Research & Development equipment

R & D equipment

Server & networking

Capital work in progress

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 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.

Depreciation expenses for the nine months ended September 30, 2024,

and 2023 amounted to $ 290,079 and $ 105,701 respectively.

Depreciation expenses for the three months ended

September 30, 2024, and 2023 amounted to $ 119,502 and $ 38,644 respectively.

From its inventory, Company decided to use 4 systems

for demonstration purposes.

As at September 30, 2024, three systems are placed in Company’s premises while 1 system is placed at

partner’s location.

Hence, these systems are recorded as Property, plant and equipment in accordance with ASC 360.

NOTE 4 – REVERSE RECAPITALIZATION

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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 Acquiree.

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 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.

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

● CardioVentures

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

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

Merger Consideration and Share Issuance:

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These shares:

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

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

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

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

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

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

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

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

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

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

Restructuring and Capital Contributions:

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.

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.

As a result, Dr.

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

Moll received

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

for strategic value.

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

4 unchanged sentences

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

NOTE 5 – ACCOUNTS RECEIVABLE,

NOTE 5 – ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following

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

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

September 30,

(As restated)

2 unchanged sentences

The Company performed an analysis of the trade

receivables related to SSI India and determined, based on the deferred payment terms of the contracts, that a $ 3,046,783 may not be due

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

receivables related to SSI India and determined, based on the deferred payment terms of the contracts, that a $ 3,431,439 (December 31,

$ 2,365,013 ) may not be due and collectible in next one year and thus company classified these receivables as non- current.

Details of customers which accounted for 10%

or more of total revenues during the 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

For six months ended

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

of total accounts receivables as at September 30, 2024, and December 31, 2023.

Percentage of revenue

for nine months ended

for three months ended

Percentage of Accounts

Receivables As at

NOTE 6 – CASH, CASH EQUIVALENTS

AND RESTRICTED CASH

Receivable As at

September 30,

NOTE 6 – CASH, CASH EQUIVALENTS AND RESTRICTED

For the purpose of condensed consolidated statement

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

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

2024, and December 31, 2023.

September 30,

(As restated)

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Restricted cash (Non-current)

Total cash, cash equivalents and restricted

Total Cash, cash equivalents and restricted cash

We have classified fixed deposits (FDs), which

6 unchanged sentences

(Refer Note 10 – Bank Overdraft.)

NOTE 7 – PREPAID, CURRENT AND NON-

CURRENT ASSETS

NOTE 7 – PREPAID, CURRENT AND NON- CURRENT

Prepaid, Current and Non-Current Assets consisted

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

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

September 30,

(As restated)

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(Refer Note 19 – Stock Compensation

NOTE 8 – ACCOUNTS PAYABLE AND

ACCRUED EXPENSES

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED

Accounts payable and accrued current and non-current

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

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

September 30,

(As restated)

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Total accounts payable, accrued current and non current expenses

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

Accounts payable $ 1,798,612 as of September 30,

2024 (December 31, 2023:

$ 901,552 ), reflect the amounts due to various vendors of supplies and services in the normal course of business

Other accrued liabilities of 1,310,619 as of September 30, 2024 (December 31, 2023:

$ 144,001 ), mainly include $ 752,604 advance

from customers and expenses payable of $ 332,219 .

NOTE 9 – NOTES PAYABLE

In the month of February 2024, the Company raised

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

from other investors to finance its ongoing working capital requirements.

These Notes are payable in full after 12 months from the respective

date of issuance of these Notes and are convertible at the election of noteholder at any time through the maturity date at a per share

price of $ 4.45 .

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.

In February 2024, the Company raised $ 2,450,000

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

investors to finance its ongoing working capital requirements.

These Notes are payable in full after 12 months from the respective date

of issuance of these Notes and are convertible at the election of noteholder at any time through the maturity date at a per share price

In 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.

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

In July 2024, the Company has further raised $ 500,000

from its affiliate by issuance of One-Year 7 % Promissory Notes to finance its ongoing working capital requirements.

These Notes are payable

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

NOTE 10 – BANK OVERDRAFT FACILITY

Bank overdraft facility consisted of the following

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

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

September 30,

(As restated)

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HDFC Bank working capital demand loan (2) - 8.84 %

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

5 unchanged sentences

Sudhir Srivastava for this facility.

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.

As of September 30, 2024 and

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

HDFC Bank has sanctioned overdraft facilities

15 unchanged sentences

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.

is repayable in the month of November 2024 amounting to $ 835,690 .

NOTE 11 – BORROWINGS

As part of our ongoing efforts to manage working

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

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

As part of our efforts to manage working capital

and improve liquidity, we had arranged for Axis Bank to issue a Letter of Credit (LC) on behalf of one of our customer, Indraprastha Cancer

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

This LC is valid for a period of 666 days.

It is classified as a short-term

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

It was classified as a short-term liability

(including interest) for the year ended December 31, 2023 which has been settled during the period ended September 30, 2024.

September 30,

(As restated)

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

The revenues attributable to the warranty is recognized

over the period to which it relates.

During the 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.

The revenues attributable to the warranty is recognized over the period

to which it relates.

During the nine months and three months ended September 30, 2024, the company had sold twenty-one and seven 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,

4 unchanged sentences

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

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

Company recorded $ 249,946 and $ 93,106 as interest income on account of deferred financing component during the period ended September

30, 2024 and 2023 respectively.

September 30,

(As restated)

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More than one year

For the six-months ended June 30, 2024,

For the nine months ended September 30, 2024,

The following table disaggregates our revenue by major source:

September 30,

(As restated)

September 30,

Instruments sale

1 unchanged sentence

Total revenue

Revenues for six months ended June 30, 2024 and

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

Revenues for nine months ended September 30, 2024

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

September 30,

(As restated)

For the three-months ended June 30, 2024,

September 30,

For the three months ended September 30, 2024,

The following table disaggregates our revenue by major source:

September 30,

(As restated)

September 30,

Instruments sale

1 unchanged sentence

Total revenue

Revenues for three months ended June 30, 2024

Revenues for three months ended September 30,

2024 and 2023 by geographic region (determined based upon customer domicile), were as follows:

September 30,

(As restated)

September 30,

NOTE 13 – STOCKHOLDERS’ EQUITY

8 unchanged sentences

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

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

and outstanding common shares.

As of September 30, 2024, there were 170,864,380

issued and outstanding common shares.

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

1 unchanged sentence

The Company had outstanding 5,000 shares of preferred

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

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

NOTE 14 – RELATED PARTY TRANSACTIONS

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

were amounts due from related parties, respectively.

As of September 30, 2024, and December 31, 2023,

there were amounts due from related parties, respectively.

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

September 30,

(As restated)

5 unchanged sentences

Receivable from related party amounting to $ 1,228,225

$ 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.

and $ 1,567,559 as at September 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

4 unchanged sentences

Operating leases

September 30,

(As restated)

Right of use operating lease assets

Current portion of operating lease liability

Non Current portion of operating lease liability

Current portion of operating lease liabilities

Non Current portion of operating lease liabilities

Total lease liabilities

Operating leases 2024

Operating leases September 30,

(As restated) December 31,

Weighted average remaining lease term (years)

Weighted average remaining lease terms (years)

Ilabs Info Technology 3rd Floor 5.44 6.19

Ilabs Info Technology 1st Floor 5.83 -

Ilabs Info Technology Ground Floor 7.67 8.42

2 unchanged sentences

Ilabs Info Technology 3rd Floor 12.00 % 12.00 %

Ilabs Info Technology 1st Floor 12.00 % -

Ilabs Info Technology Ground Floor 12.00 % 12.00 %

1 unchanged sentence

Supplemental cash flow and other information related to leases are

Period ended June 30

September 30,

(As restated)

September 30,

(As restated)

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

Operating cash outflows for operating leases

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

Maturities of lease liabilities as of September 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 June 30, 2024, and 2023 nor for other deferred tax assets generated, due

to its uncertainty of realizing a benefit from those items .

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

due to its uncertainty of realizing a benefit from those items .

The components of loss before income taxes consist

of the following:

For the Six months ended

For the nine months ended

September 30,

(As restated)

( 13,982,323 )

( 6,837,504 )

( 13,982,323 )

( 6,837,504 )

September 30,

The Company does not have federal and state net

operating losses for the period ended June 30, 2024, and June 30, 2023.

operating losses for the period ended September 30, 2024, and September 30, 2023.

The Company has not recorded any amounts for unrecognized

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.

tax benefits as of September 30, 2024, and September 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 September 30, 2024, and September 30, 2023.

The Company is subject to taxation in the United

3 unchanged sentences

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

September 30,

(As Restated)

September 30,

Accounting loss before income tax

1 unchanged sentence

( 8,736,042 )

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

Income tax benefit at federal statutory rate at 21 %

( 3,617,839 )

4 unchanged sentences

Excess tax expense/(benefit) on security deposit

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

Income tax expense/(benefit)

Impact of unrecognized deferred tax

The Company recorded nil income tax expense for

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 period ended September 30, 2024 and September 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 September 30, 2024, and September 30, 2023.

The components of the deferred tax balances were

September 30,

(As Restated)

14 unchanged sentences

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.

The Company performed an analysis of the realizability of deferred tax

assets as of September 30, 2024, and September 31, 2023, and recorded a valuation allowance of $ 8,741,701 and $ 5,145,040 , respectively.

NOTE 17 – EMPLOYEE BENEFIT PLAN

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

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.

2 unchanged sentences

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

Actuarial gains or losses or

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

of the employees.

Actuarial gains or losses or prior

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

The Gratuity Plan is unfunded, and the company

1 unchanged sentence

The benefit obligation has been measured as of

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:

September 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:

September 30,

(As restated)

12 unchanged sentences

Accumulated benefit obligation at end

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.

the period ended September 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

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

September 30,

(As restated)

5 unchanged sentences

in AOCI, excluding tax effects, were as follows:

September 30,

(As restated)

September 30,

Net actuarial loss

Net prior service cost

Amount recognized in AOCI, excluding tax effects

1 unchanged sentence

to determine benefit obligations and net gratuity cost were:

September 30,

(As restated)

6 unchanged sentences

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

Expected benefit payments as of June 30, 2024

June 30, 2024

Expected benefit payments as of September 30,

September 30, 2024

NOTE 18 – FAIR VALUE MEASUREMENT –

13 unchanged sentences

Carrying Value

September 30,

(As restated)

September 30,

(As restated)

4 unchanged sentences

Lease liabilities (3)

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

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

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

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

(3) 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).

receivable net of allowance for credit losses represent the long-term debtors of the company in relation to the sales made during the

The Company has presented the receivable balances account after reducing the significant financing component included using the

discount rate of 10 %.

non-current assets include security deposits and long-term fixed deposits with banks.

Company has calculated the fair value of security

deposit at present value of future receipt using discount rate of 7 % and fair value of long-term fixed deposit with banks are carried

at cost which is approximate to the fair value.

Company has long term lease liabilities in relation to office properties which is carried at cost using the discount rate (Refer Note

The Company has assessed that the financial

15 unchanged sentences

Restricted Stock Award to Employees:

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.

Company grants

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

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

The Restricted Stock Award shall

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

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

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

Unvested portions of the Restricted Stock Award

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

Until the Restricted Stock Award granted under this

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

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

Stock Options issued to Doctors/Proctors as

6 unchanged sentences

Stock options:

Stock options activity for the period ended June

Stock options activity for the period ended September

30, 2024, was as follows:

Unvested balance as of December 31, 2023

Unvested balance as of June 30, 2024

Unvested balance as of September 30, 2024

The aggregate fair value of the stock options

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.

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

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

Restricted Stock Awards (RSA)

Restricted Stock Awards activity for the period

ended June 30, 2024, was as follows:

ended September 30, 2024, was as follows:

Unvested balance as of December 31, 2023

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

Unvested balance as of September 30, 2024

The aggregate grant date fair value of RSAs vested

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

There were no RSAs

issued during the period ended June 30, 2024.

issued during the period ended September 30, 2024.

Advisory shares:

1 unchanged sentence

shares during the period as follows:

Fair value on

Unvested options

in the beginning

Unvested option

The aggregate vesting date fair value of Advisory

shares vested was $ 244,147 and $ 5,633,147 during the period ended June 30, 2024 and year ended December 31, 2023 respectively.

Fair value on grant date

Unvested options in the beginning

Unvested option at period end

The aggregate grant date fair value of Advisory

shares vested was $ 337,021 and $ 5,633,147 during the period ended September 30, 2024 and year ended December 31, 2023 respectively.

Stock compensation expenses

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:

During the period ended September 30, 2024 and

September 30, 2023, the Company has recorded share compensation expense of $ 12,003,897 and $ 24,450 respectively in relation to stock

options, RSAs and Advisory shares as follows:

For the period

September 30,

(As Restated)

September 30,

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 June 30, 2024 is as follows:

Period ended June 30, 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 September 30, 2024 is as follows:

Period ended September 30, 2024

(As restated)

11 unchanged sentences

As share-based compensation expense recognized

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.

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

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

As of September 30, 2024, there was $ 9,100,700 ,

$ 17,598,752 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

8 unchanged sentences

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.

Further effective from August 1, 2024 SSI-India subsidiary signed another lease agreement for occupying an additional space in

Gurugram, to further expand its operations.

This lease provides for a monthly payment of $ 9,024 plus taxes and expires on July 31, 2030 .

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

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.

In January 2025, the Company borrowed $ 20,000,000 from Sushruta Pvt.

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 .

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.

January 2025, the Company borrowed $ 20,000,000 from Sushruta Pvt.

to meet certain working capital needs evidenced by an additional

7 % One-Year Convertible Promissory Note.

In March 2025, the Company borrowed $ 8,000,000 from Sushruta

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

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

What changed 10-Q/A

Item 1. Financial Statements