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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-03-22 · 2064 added, 1039 removed, 338 unchanged (90% of the section changed)

1 unchanged sentence

(a) Disclosure Controls and Procedures

Management’s Report on Disclosure Controls

and Procedures

Our Chief Executive Officer

and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures,

as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”),

as of December 31, 2023, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange

Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including to

ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and

communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions

regarding required disclosure.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as

of December 31, 2023, our disclosure controls and procedures were not effective at the reasonable assurance level in that:

● We do not have written documentation of our internal control

policies and procedures.

Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the

Sarbanes-Oxley Act.

Management evaluated the impact of our failure to have written documentation of our internal controls and procedures

on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a

material weakness.

● We do not have sufficient segregation of duties within accounting

functions, which is a basic internal control.

Due to our size and nature, segregation of all conflicting duties may not always be possible

and may not be economically feasible.

However, to the extent possible, the initiation of transactions, the custody of assets and the

recording of transactions should be performed by separate individuals.

Management evaluated the impact of our failure to have segregation

of duties on our assessment of our disclosure controls and procedures and procedures and has concluded that the control deficiency that

resulted represented a material weakness.

Notwithstanding the foregoing,

since completion of the CardioVentures Merger in April 2023, we have been addressing and remediating these weaknesses with the support

and assistance of the accounting and financial staff employed by SSI-India.

We have also begun to implement a new ERP system at SSI-India

which will integrate all business functions within the accounting and financial department to further address the abovementioned weaknesses.

Our Chief Executive Officer and Chief Financial

Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures and internal control over financial

reporting, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”),

as of December 31, 2024.

To ensure that information required to be disclosed

by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time

periods specified in the rules and forms of the SEC, including to ensure that information required to be disclosed by us in the reports

filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer

and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation performed as of December

31, 2024, as a result of the material weaknesses in internal control over financial reporting that are described below in Management’s

Report on Internal Control Over Financial Reporting, our Chief Executive Officer and Chief Financial Officer determined that our disclosure

controls and procedures were not effective as of such date.

Internal Controls over Financial Reporting

Management’s Report on Internal Controls

Over Financial Reporting

Management is responsible for establishing and

maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

A company’s internal control over financial reporting is a process designed by, or under the supervision of, its Chief Executive

Officer and Chief Financial Officer, and effected by such company’s board of directors, management and other personnel to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes

in accordance with generally accepted accounting principles and includes those policies and procedures that:

● pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

● provide reasonable assurance that transactions

are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and

directors of the company;

● provide reasonable assurance regarding prevention

or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on

the financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control

over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim

consolidated financial statements will not be prevented or detected on a timely basis.

Management, with the participation of our Chief Executive

Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting

as of December 31, 2024, based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO).

Based on this assessment, management has concluded that the Company did not maintain

effective internal control over financial reporting as of December 31, 2024 due to the material weaknesses described below.

We failed to design adequate controls and procedures to provide reasonable assurance that U.S.

GAAP was being properly applied to the matters resulting into the restatement of our quarterly financial statements, including recognition of revenue in case of deferred payment sales, recognition of right of use of certain assets and lease liabilities and functional and other classifications, also leading to certain accounting errors as described in details in the restatement notes as included in the respective amended quarterly financial statements.

We do not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.

We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

Remediation Plan

The Company has been addressing and remediating

these material weaknesses with the support and assistance of the accounting and financial staff employed by our Indian operating subsidiary.

We have enhanced the review process for significant transactions to ensure proper accounting treatment under applicable guidelines and

have engaged the external experts to provide guidance to the Company staff in the areas of financial reporting, internal controls, and

enterprise risk management and assist it in the application of accounting principles to complex transactions.

This external expert group

is also helping the Company in strengthening its existing internal controls, policies and Standard Operating Procedures (“ SOPs ”)

in all the major functional areas.

In addition, we have also engaged services of

external experts in the field of designing, development and implementation of a comprehensive cloud-based ERP system.

The ERP implementation

process involves a detailed process study of each of the business functions and engagement with their respective process owners, identifying

their linkages with other business functions and designing report formats, data sourcing and customizing the ERP system and training of

the respective teams to meet the business data flow and reporting requirements of each business function.

Post completion of roll out

of all the functional modules under this new cloud-based ERP system which is designed to integrate all business functions within the accounting

and financial department would help us in further addressing the abovementioned weaknesses.

Our Chief Executive Officer and Chief Financial

Officer do not expect that our disclosure controls or internal controls will prevent all errors and all fraud.

Although our disclosure

controls and procedures were designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and

Chief Financial Officer have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter

how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.

the design of any control system is subject to resource constraints and the benefits of controls must be considered relative to their

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control

issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments

in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes.

Additionally, controls can be circumvented

if there exists in an individual a desire to do so.

There can be no assurance that any design will succeed in achieving its stated goals

under all potential future conditions.

controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well

conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.

Further, the design

of any control system is subject to resource constraints and the benefits of controls must be considered relative to their costs.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and

instances of fraud, if any, within the Company have been detected.

These inherent limitations include the fact that judgments in decision-making

can be faulty, and that breakdowns can occur because of simple errors or mistakes.

There can be no assurance that any design will succeed

in achieving its stated goals under all potential future conditions.

(b) Changes in Internal Controls Over Financial

There were no changes in our internal controls

over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably

likely to materially affect, our internal control over financial reporting.

Except for the remediation efforts described above,

there were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by the Form

10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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Mylswamy Annadurai

Set forth below is a

brief description of the background and business experience of our directors and executive officers.

Sudhir Srivastava,

M.D., joined the Company on April 14, 2023, as its Chairman, Chief Executive Officer and a director upon completion of the CardioVentures

Srivastava founded Sudhir Srivastava Innovations Pvt.

(“SSI-India”), our Indian operating subsidiary in 2019

and has served as its Chairman, Managing Director and Chief Executive Officer since that time.

SSI-India was founded with the objective

of launching the development of an advanced, affordable, and accessible surgical robotic system that would benefit greater numbers of

patients around the world.

Srivastava completed his medical degree in India in 1971 and moved to the United States in 1972, where

he underwent a residency in general surgery in St.

Louis and further completed his training, including in cardiothoracic surgery, at the

University of British Columbia Hospitals in Vancouver, Canada.

He is double board certified by the American Board of Surgery and Thoracic

Srivastava, after moving to Texas to begin his practice in 1981, became heavily involved in advancing minimally invasive

cardiac surgical approaches and robotic cardiac surgery procedures during his time in Texas.

Frederic H Moll

Set forth below is a brief description of the

background and business experience of our directors and executive officers.

Sudhir Srivastava, M.D., joined the Company

on April 14, 2023, as its Chairman, Chief Executive Officer and a director upon completion of the CardioVentures Merger.

founded Sudhir Srivastava Innovations Pvt.

(“ SSI-India ”), our Indian operating subsidiary in 2019 and has served

as its Chairman, Managing Director and Chief Executive Officer since that time.

SSI-India was founded with the objective of launching

the development of an advanced, affordable, and accessible surgical robotic system that would benefit greater numbers of patients around

Srivastava completed his medical degree in India in 1971 and moved to the United States in 1972, where he underwent a residency

in general surgery in St.

Louis and further completed his training, including in cardiothoracic surgery, at the University of British

Columbia Hospitals in Vancouver, Canada.

He is double board certified by the American Board of Surgery and Thoracic Surgery.

after moving to Texas to begin his practice in 1981, became heavily involved in advancing minimally invasive cardiac surgical approaches

and robotic cardiac surgery procedures during his time in Texas.

While in Texas, in 2002 Dr.

Srivastava was

the founding chairman of Alliance Hospital, which became one of the busiest robotic cardiac centers globally.

joined the University of Chicago faculty and served as the Director of Robotic Cardiac Surgery to launch their program.

moved to Atlanta, Georgia, and founded the International College of Robotic Surgery and launched the Robotic Revascularization Program

Srivastava was the founding chairman of Alliance

Hospital, which became one of the busiest robotic cardiac centers globally.

Srivastava joined the University of Chicago faculty

and served as the Director of Robotic Cardiac Surgery to launch their program.

Srivastava moved to Atlanta, Georgia, and

founded the International College of Robotic Surgery and launched the Robotic Revascularization Program at St.

Joseph’s Hospital.

While in the United States, he performed over 1,400 robotic cardiothoracic procedures and trained over

350 surgical teams from around the world.

His passion and experience took him to various countries around the world, where he helped launch

robotic cardiac surgery programs.

Srivastava returned to India in 2011 to establish robotic surgery programs throughout the country

during a time when robotic surgery was still nascent in India.

He founded the International Centre for Robotic Surgery in Delhi, India,

and trained surgeons in different specialties, introducing them to high-level robotic cardiac surgery procedures.

Recognizing the high

cost and limited access to robotic surgery in India, in 2012, Dr.

Srivastava undertook the mission of developing an affordable system

that would be technologically advanced, so that greater numbers of patients could benefit from robotic cardiac surgery in India and worldwide.

His efforts led to the development of the SSi Mantra Surgical Robotic System by the SSi Companies Group, which was commercially introduced

in August 2022.

Srivastava is globally recognized as a pioneer and leader in robotic cardiac surgery and has received numerous awards

worldwide for advancing the field.

Anup Kumar Sethi

joined the Company on April 14, 2023, as its Chief Financial Officer, upon completion of the Cardio Ventures Merger.

Sethi has served

as Chief Financial Officer of SSI-India since January 2023 and has been associated with SSI-India since 2018 on a consulting basis as

a financial advisor.

For over ten years prior thereto, he held senior management positions in well-established healthcare companies in

India, including Fortis and International Oncology.

With close to thirty years of overall experience and having worked in India, China,

South Africa, and Nigeria, in organizations of various sizes belonging to a diverse range of industries like automotive tires manufacturing,

textiles, digital media and healthcare delivery, Mr.

Sethi is very well adapted to building and working with multi-faceted, multi-cultural

Sethi has a FCMA qualification (Fellow Member of Institute of Cost Accountants of India), an Associate membership of CPA, Australia,

and a Certified Financial Planner (CFP) certification from the Financial Planning Standards Board, with hands-on experience in leading

teams in the functional areas of corporate finance, strategy, accounting, compliance and business development.

While in the United States, he performed over 1,400 robotic cardiothoracic procedures and trained over 350 surgical teams from around

His passion and experience took him to various countries around the world, where he helped launch robotic cardiac surgery programs.

Srivastava returned to India in 2011 to establish robotic surgery programs throughout the country during a time when robotic surgery

was still nascent in India.

He founded the International Centre for Robotic Surgery in Delhi, India, and trained surgeons in different

specialties, introducing them to high-level robotic cardiac surgery procedures.

Recognizing the high cost and limited access to robotic

surgery in India, in 2012, Dr.

Srivastava undertook the mission of developing an affordable system that would be technologically advanced,

so that greater numbers of patients could benefit from robotic cardiac surgery in India and worldwide.

His efforts led to the development

of the SSi Mantra Surgical Robotic System by the SSi Companies Group, which was commercially introduced in August 2022.

is globally recognized as a pioneer and leader in robotic cardiac surgery and has received numerous awards worldwide for advancing the

Anup Kumar Sethi joined the Company on

April 14, 2023, as its Chief Financial Officer, upon completion of the Cardio Ventures Merger.

Sethi has served as Chief Financial

Officer of SSI-India since January 2023 and has been associated with SSI-India since 2018 on a consulting basis as a financial advisor.

For over ten years prior thereto, he held senior management positions in well-established healthcare companies in India, including Fortis

and International Oncology.

With close to thirty years of overall experience and having worked in India, China, South Africa, and Nigeria,

in organizations of various sizes belonging to a diverse range of industries like automotive tires manufacturing, textiles, digital media

and healthcare delivery, Mr.

Sethi is very well adapted to building and working with multi-faceted, multi-cultural teams.

a FCMA qualification (Fellow Member of Institute of Cost Accountants of India), an Associate membership of CPA, Australia, and a Certified

Financial Planner (CFP) certification from the Financial Planning Standards Board, with hands-on experience in leading teams in the functional

areas of corporate finance, strategy, accounting, compliance and business development.

Vishwajyoti P.

M.D., joined the Company on April 14, 2023, as its President, Chief Operating Officer – South Asia and a director upon completion

of the CardioVentures Merger.

Srivastava , M.D.

joined the Company on April 14, 2023, as its President, Chief Operating Officer – South Asia and a director upon completion of the

CardioVentures Merger.

Srivastava joined SSI-India as President and Chief Operating Officer for South Asia in November 2020.

Prior to that, he served as President of OMNI 3DHD from January 2018 to November 2020, where he led the development of a secondary 3D

Visualization System that was designed with the objective of giving 3D vision to the entire robotic surgical team.

served as the COO of a Miami based health and wellness startup, Reshape Inc., that developed an online platform for healthy living initiatives.

to that, he served as President of OMNI 3DHD from January 2018 to November 2020, where he led the development of a secondary 3D Visualization

System that was designed with the objective of giving 3D vision to the entire robotic surgical team.

Srivastava served as

the COO of a Miami based health and wellness startup, Reshape Inc., that developed an online platform for healthy living initiatives.

Srivastava was also instrumental in the creation of the International College of Robotic Surgery in Atlanta, Georgia, in 2009 as well

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He is fluent in English, Hindi and French.

co-founded the Company (then known as Avra Medical Robotics, Inc.) and served as its Chief Executive Officer and a director from February

4, 2015, until completion of CardioVentures Merger on April 14, 2023, when he assumed the position of Chief Operating Officer-Americas

and continued as a director.

Cohen co-founded the Company (then

known as Avra Medical Robotics, Inc.) and served as its Chief Executive Officer and a director from February 4, 2015, until completion

of CardioVentures Merger on April 14, 2023, when he assumed the position of Chief Operating Officer-Americas and continued as a director.

Between 2006 and 2008, Mr.

Cohen was a private investor and founded AVRA Surgical, Inc., a medical technology

Prior to founding the Company, Mr.

Cohen was a director of Dualis Med-Tech from 2012 to 2014 and was a director of AvraMiro GmbH

from 2009 to 2014 and Avra Surgical Robotics, Inc.

Cohen was a private investor and founded AVRA Surgical, Inc., a medical technology company.

Prior to founding

the Company, Mr.

Cohen was a director of Dualis Med-Tech from 2012 to 2014 and was a director of AvraMiro GmbH from 2009 to 2014 and Avra

Surgical Robotics, Inc.

since 2011, which is currently inactive.

From approximately 1979 to 1983 he served

as director of Synalloy Corp., a manufacturer of pipe, piping systems and specialty chemicals after which he was appointed to serve as

President from 1984 to 1985.

Cohen also served as Chairman of the Executive Board of Wolverine Technologies, Inc., a NYSE listed company

from 1979 to 1983 and President of Barry F.

From approximately 1979 to 1983 he served as director of Synalloy Corp.,

a manufacturer of pipe, piping systems and specialty chemicals after which he was appointed to serve as President from 1984 to 1985.

Cohen also served as Chairman of the Executive Board of Wolverine Technologies, Inc., a NYSE listed company from 1979 to 1983 and President

Cohen & Co., an NASD member from 1983 to 1999.

Cohen has over fifty years’ experience

in managing private and public industrial companies, and forty-seven years’ experience as a securities executive.

Mylswamy Annadurai

joined the Company as a director on July 30, 2023.

Annadurai is a distinguished space scientist of international repute, who has been

involved in the Indian space program for over forty years, approximately thirty-six of which (1982-2018) were spent in various positions

with the Indian Space Research Organization (“ISRO”), most recently as Director of the ISRO Satellite Center from April 2015

to July 2018.

Cohen has over fifty years’ experience in managing private and

public industrial companies, and forty-seven years’ experience as a securities executive.

Mylswamy Annadurai joined the Company

as a director on July 30, 2023.

Annadurai is a distinguished space scientist of international repute, who has been involved in the

Indian space program for over forty years, approximately thirty-six of which (1982-2018) were spent in various positions with the Indian

Space Research Organization (“ISRO”), most recently as Director of the ISRO Satellite Center from April 2015 to July 2018.

During that period, he was responsible for overseeing the development, manufacture and launch of twenty-nine satellites.

Prior thereto, he also served as Program Director of Indian Remote Sensing and Small Satellite Program at ISRO from 2011-2015, where among

other matters, he was responsible for overseeing ISRO’s Mars Orbiter Mission and as Project Director of India’s firs lunar

mission, Chandarayaan-1, from 2004-2010.

Prior thereto,

he also served as Program Director of Indian Remote Sensing and Small Satellite Program at ISRO from 2011-2015, where among other matters,

he was responsible for overseeing ISRO’s Mars Orbiter Mission and as Project Director of India’s firs lunar mission, Chandarayaan-1,

from 2004-2010.

From August 2018 until March 2022, Dr.

Annadurai served as Chairman of the National Design and

Research Forum and from October 2018 to March 2023, he served as Vice President of the Tamil Nadu State Council for Science and Technology.

Annadurai served as Chairman of the National Design and Research Forum and from

October 2018 to March 2023, he served as Vice President of the Tamil Nadu State Council for Science and Technology.

Since May 2019.

Annadurai has been serving as Chairman of the Aerospace Committee of the Southern India Chamber of Commerce and Industries

in Chennai and since March 2021, as a director of Moon Land Technologies Pvt.

Since February 2023, he is also serving as a Trustee

Member of the India Trustee Board of the America-India Foundation.

Annadurai has received numerous awards from the Indian government,

ISRO, international space organizations, academic institutions and professional bodies and societies.

Annadurai has been serving as Chairman of the Aerospace Committee of the Southern India Chamber of Commerce and Industries in Chennai

and since March 2021, as a director of Moon Land Technologies Pvt.

Since February 2023, he is also serving as a Trustee Member of

the India Trustee Board of the America-India Foundation.

Annadurai has received numerous awards from the Indian government, ISRO,

international space organizations, academic institutions and professional bodies and societies.

Annadurai holds B.E.

(Applied Electronics) and Ph.D.

Electronics) and Ph.D.

degrees from Anna University.

joined the Company as a director on July 30, 2023.

Somashekhar is a highly respected surgical oncologist and one of the first physicians

to employ robotic surgery in India.

Since January 2022, he has been affiliated with the Aster Group of Hospitals in India, where he serves

as Global Director of the Aster International Institute of Oncology and Head of Department and Lead Consultant in Surgical and Gynecological

Oncology and Robotic Surgery.

Somashekhar joined the Company

as a director on July 30, 2023.

Somashekhar is a highly respected surgical oncologist and one of the first physicians to employ robotic

surgery in India.

Since January 2022, he has been affiliated with the Aster Group of Hospitals in India, where he serves as Global Director

of the Aster International Institute of Oncology and Head of Department and Lead Consultant in Surgical and Gynecological Oncology and

Robotic Surgery.

He also serves as Chairman of the Medical Advisory Board for Aster DM Healthcare.

For over twenty years

prior to joining Aster, he was affiliated with Manipal Hospitals in Bengaluru, most recently as Head of Department of Surgical Oncology

and Chairman of the Surgical Oncology Advisory Board.

Somashekhar has served in a number of teaching positions, significant experience

in conducting clinical studies, authored numerous medical papers and articles and received multiple awards in the medical field.

For over twenty years prior to joining

Aster, he was affiliated with Manipal Hospitals in Bengaluru, most recently as Head of Department of Surgical Oncology and Chairman of

the Surgical Oncology Advisory Board.

Somashekhar has served in a number of teaching positions, significant experience in conducting

clinical studies, authored numerous medical papers and articles and received multiple awards in the medical field.

He holds an M.B.B.S.

degree from Mysuru University, an M.S.

in General Surgery from the Sheth K.M.

School of Postgraduate & Research in Ahmedabad,

and an MCh in Oncosurgery from the Gujarat Cancer & Research Institute in Ahmedabad.

School of Postgraduate & Research in Ahmedabad, and

an MCh in Oncosurgery from the Gujarat Cancer & Research Institute in Ahmedabad.

He is also a Fellow of the Royal College of Surgeons

Frederic H Moll joined the Company

as a Director on August 20, 2024.

Moll is a renowned physician and visionary entrepreneur whose pioneering work in medical robotics

has shaped the field of minimally invasive surgery.

He did his B.A.

from the University of California at Berkeley, an M.D.

from the University

of Washington, and an M.S.

in Business Management from Stanford University.

He is a pioneer in Medical Robotics, particularly in minimally

invasive surgery.

Moll co-founded Intuitive Surgical in 1995, where he co-developed the da Vinci robotic-assisted surgery system,

a global standard for minimally invasive surgery.

He also founded Hansen Medical and Auris Health, creating advanced robotic technologies

for vascular procedures and lung cancer diagnosis, respectively.

His innovations have shaped the field of surgery, and he has served on

the Boards of influential Healthcare Tech companies like Mako Surgical and RefleXion.

Tim Adams joined the Company as a Director

on August 20, 2024.

Adams served as President and CEO of Ascension Saint Thomas Health and Ministry Market Executive for Ascension

Tennessee from January 2018 until January 2023, leading a network of nine inpatient facilities across Middle Tennessee.

Prior to this,

he was the Texas Region Chief Executive Officer at Tenet Healthcare, overseeing 26 hospitals and leading operational efforts for one of

the company's largest regions.

Earlier in his career, Mr., Adams served as CEO of Cedar Park Regional Medical Center, a partner with Ascension's

Seton Healthcare Family, and held executive roles at Community Health Systems and IASIS Healthcare, overseeing multi-hospital operations

in Texas and Florida.

Beyond his professional commitments, he is also an active member of the healthcare community, serving on numerous

boards, including the Tennessee Hospital Association, Nashville Health Care Council, and the United Way of Greater Nashville.

a Bachelor of Business Administration from Baylor University and an MBA from The University of Texas at El Paso.

In January 2023, Tim

transitioned to the role of Regional Operating Officer and Senior Vice President for Ascension, overseeing Ascension ministries in 10

states, including Tennessee.

Terms of Office

6 unchanged sentences

Vishwajyoti P.

are father and son.

There are no other familial relationships among our officers and directors.

Board Diversity

We currently have no formal policy regarding board

Our priority in selection of board members is identification of members who will further the interests of our shareholders

through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture

among board members, knowledge of our business and understanding of the competitive landscape.

Srivastava are father and son.

There are no other familial relationships

among our officers and directors.

Board Committees and Independence

In an effort to improve our corporate governance,

we intend to establish three standing committees:

the company has constituted three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance

Each committee will consist of three independent directors.

Our board of directors has determined that Dr.

Annadurai and Dr.

Somashekhar are “independent” within the meaning of the applicable rules and regulations of the SEC and the listing standards

of the Nasdaq Stock Market.

,We are working to expand our board of directors to consist of a majority of independent directors.

Annadurai, Dr.

Somashekhar, Dr.

Adams are “ Independent ” within the meaning of the applicable rules and

regulations of the SEC and the listing standards of the Nasdaq Stock Market.

Each Committee consists of at least two Independent Directors.

In addition, the board has determined that Mr.

Adams is an “ audit committee financial expert ” as the term is defined

by the applicable rules and regulations of the SEC and the Nasdaq Stock Market listing standards, based on his business and management

Members of the aforesaid Committee (s) are as

Name of the Committee

Members of the Committee

Audit Committee

The audit committee will assist our board of directors

Frederic H Moll

SP Somasekhar

Compensation Committee

Frederic H Moll

Nominating and Corporate Governance Committee

Frederic H Moll

Audit Committee

The audit committee assists our board of directors

in its oversight of the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements,

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Further, the audit committee, to the extent it deems necessary or appropriate, among its several other responsibilities, shall:

● be responsible for the appointment, compensation, retention,

termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing an audit report or performing

other audit, review or attest services for the Company;

● discuss the annual audited financial statements and the quarterly

unaudited financial statements with management and the independent auditor prior to their filing with the SEC in our Annual Report on

Form 10-K and Quarterly Reports on Form 10-Q;

● review with the Company’s financial management on a

periodic basis (a) issues regarding accounting principles and financial statement presentations, including any significant changes in

the Company’s selection or application of accounting principles;

and (b) the effect of any regulatory and accounting initiatives,

as well as off-balance sheet structures, on the financial statements of the Company;

● monitor the Company’s policies for compliance with

federal, state, local and foreign laws and regulations and the Company’s policies on corporate conduct;

● maintain open, continuing, and direct communication between

the board of directors, the audit committee and our independent auditors;

● monitor our compliance with legal and regulatory requirements

and shall have the authority to initiate any special investigations of conflicts of interest, and compliance with federal, state and

local laws and regulations, including the Foreign Corrupt Practices Act, as may be warranted.

● be responsible for the appointment,

compensation, retention, termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing

an audit report or performing other audit, review or attest services for the Company;

● discuss the annual audited

financial statements and the quarterly unaudited financial statements with management and the independent auditors prior to their filing

with the SEC in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q;

● review with the Company’s

financial management on a periodic basis (a) issue regarding accounting principles and financial statement presentations, including any

significant changes in the Company’s selection or application of accounting principles;

and (b) the effect of any regulatory and

accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company;

● monitor the Company’s

policies for compliance with federal, state, local and foreign laws and regulations and the Company’s policies on corporate conduct;

● maintain open, continuing,

and direct communication between the board of directors, the audit committee and our independent auditors;

● monitor our compliance with

legal and regulatory requirements and shall have the authority to initiate any special investigations of conflicts of interest, and compliance

with federal, state and local laws and regulations, including the Foreign Corrupt Practices Act, as may be warranted.

Compensation Committee

The compensation committee will aid our board

of directors in meeting its responsibilities relating to the compensation of the Company’s executive officers and to administer

all incentive compensation plans and equity-based plans of the Company, including the plans under which Company securities may be acquired

by directors, executive officers, employees and consultants.

Further, the compensation committee, to the extent it deems necessary or

appropriate, among its several other responsibilities, shall:

● review periodically the Company’s philosophy regarding

executive compensation to (a) ensure the attraction and retention of corporate officers, (b) ensure the motivation of corporate officers

to achieve the Company’s business objectives, and (c) align the interests of key management with the long-term interests of our

shareholders;

● review and approve corporate goals and objectives relating

to Chief Executive Officer compensation and other executive officers of SSi and its subsidiary companies;

● make recommendations to the board of directors regarding

compensation for non-employee directors, and review periodically non-employee director compensation in relation to other comparable companies

and in light of such factors as the compensation committee may deem appropriate;

● review periodically reports from management regarding funding

the Company’s pension, retirement, long-term disability and other management welfare and benefit plans.

The compensation committee aids our board of directors

in meeting its responsibilities relating to the compensation of the Company’s executive officers and to administer all incentive

compensation plans and equity-based plans of the Company, including the plans under which Company securities may be acquired by directors,

executive officers, employees and consultants.

Further, the compensation committee, to the extent it deems necessary or appropriate, among

its several other responsibilities, shall:

● review periodically the Company’s

philosophy regarding executive compensation to (a) ensure the attraction and retention of corporate officers, (b) ensure the motivation

of corporate officers to achieve the Company’s business objectives, and (c) align the interests of key management with the long-term

interests of our shareholders;

● review and approve corporate

goals and objectives relating to Chief Executive Officer compensation and other executive officers of SSi and its subsidiary companies;

● make recommendations to the

board of directors regarding compensation for non-employee directors, and review periodically non-employee director compensation in relation

to other comparable companies and in light of such factors as the compensation committee may deem appropriate;

● review periodically reports

from management regarding funding the Company’s pension, retirement, long-term disability and other management welfare and benefit

Nominating and Corporate Governance Committee

The nominating and corporate governance committee

will recommend to the board of directors individuals qualified to serve as directors and on committees of the board of directors to advise

shall recommend to the board of directors individuals qualified to serve as directors and on committees of the board of directors to advise

the board of directors with respect to the board of directors composition, procedures and committees to develop and recommend to the board

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committee, to the extent it deems necessary or appropriate, among its several other responsibilities shall:

● recommend to the board of directors and for approval by a

majority of independent directors for election by shareholders or appointment by the board of directors as the case may be, pursuant

to our bylaws and consistent with the board of directors’ criteria for selecting new directors;

● review the suitability for continued service as a director

of each member of the board of directors when his or her term expires or when he or she has a significant change in status;

● review annually the composition of the board of directors

and to review periodically the size of the board of directors;

● make recommendations on the frequency and structure of board

of directors’ meetings or any other aspect of procedures of the board of directors;

● make recommendations regarding the chairmanship and composition

of standing committees and monitor their functions;

● review annually committee assignments and chairmanships;

● recommend the establishment of special committees as may

be necessary or desirable from time to time;

● develop and review periodically corporate governance procedures

and consider any other corporate governance issue.

● recommend to the board of directors

and for approval by a majority of independent directors for election by shareholders or appointment by the board of directors as the

case may be, pursuant to our bylaws and consistent with the board of directors’ criteria for selecting new directors;

● review the suitability for

continued service as a director of each member of the board of directors when his or her term expires or when he or she has a significant

change in status;

● review annually the composition

of the board of directors and to review periodically the size of the board of directors;

● make recommendations on the

frequency and structure of board of directors’ meetings or any other aspect of procedures of the board of directors;

● make recommendations regarding

the chairmanship and composition of standing committees and monitor their functions;

● review annual committee assignments

and chairmanships;

● recommend the establishment

of special committees as may be necessary or desirable from time to time;

● develop and review periodically

corporate governance procedures and consider any other corporate governance issue.

Compliance with Section 16(a) of the Securities

Exchange Act of 1934

Section 16(a) of the Exchange Act requires

our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the

SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common

stock and other equity securities, on Forms 3, 4 and 5 respectively.

Executive officers, directors and greater than 10% stockholders are

required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such

forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to

our officers, directors and greater than 10% beneficial owners were complied with under Section 16 of the Exchange Act during the

year ended December 31, 2024, and up through the date of this Annual Report, except for the following late filings resulting from

administrative oversights:

● A Form 4 reporting the acquisition of 50,000 shares of restricted common by stock by Dr.

on August 31, 2024, pursuant to a grant under the Company’s Incentive Stock Plan, was filed on February 28, 2025.

● A Form 4 reporting disposition by gift of 17,500 shares of common stock by Dr.

Sudhir Srivastava on September

6, 2024, was filed on September 12, 2024.

● A Form 4 reporting the acquisition by Dr.

Sudhir Srivastava of a $2,000,000 principal amount 7% One-Year

Convertible Promissory Note from the Company on December 12, 2024, was filed on January 23, 2025.

● A Form 4 reporting the acquisition by Dr.

Sudhir Srivastava of a $5,000,000 principal amount 7% One-Year

Convertible Promissory Note from the Company on January3, 2025, was filed on January 23, 2025.

● A Form 4 reporting the acquisition by Dr.

Sudhir Srivastava of a $5,000,000 principal amount 7% One-Year

Convertible Promissory Note from the Company on January 31, 2025, was filed on February 21, 2025.

● A Form 4 reporting the disposition by gift of 221,788 shares of common stock by Dr.

Sudhir Srivastava

on February 5, 2025, was filed on February 21, 2025.

Rule 10b5-1 Trading Arrangements

During the year ended December 31, 2024,

no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1

trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Code of Ethics

We have adopted a Code of Ethics that applies

to employees, including our principal executive officer, principal financial officer and/or persons performing similar functions.

to employees, including our principal executive officer, principal financial officer and/or people performing similar functions.

Board of Directors Role in Risk Oversight

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of the Company.

Insider Trading Policies and Procedures

We have adopted insider trading policies and procedures governing the

purchase, sale, and/or other dispositions of our securities by our directors, officers and employees, and the Company itself, that are

reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past

ten years, none of our directors or executive officers were involved in any of the following:

(1) any bankruptcy petition filed by or

against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two

years prior to that time;

(2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic

violations and other minor offenses);

(3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,

of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement

in any type of business, securities or banking activities;

and (4) being found by a court of competent jurisdiction (in a civil action),

the Securities and Exchange Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or

commodities law, and the judgment has not been reversed, suspended or vacated.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served,

as a member of the compensation committee of any entity that has one or more officers serving on our Board of Directors.

Executive Compensation.

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to earned by or paid to our Chief Executive Officer and our other executive officers for the years ended December 31, 2024.

and Principal Position

Name and Principal Position

Incentive Plan

Srivastava, M.D.

Sudhir Srivastava, M.D.

5,886,997 (2)

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Chief Executive Officer (1)

Chief Financial

Anup Kumar Sethi

Chief Financial Officer (3)

Vishwajyoti P.

Srivastava, M.D.

President and Chief Operating

South Asia (5)

2,883,468 (2)

President and Chief Operating Officer – South Asia (5)

2,883,468 (2)

Chief Operating

Officer-Americas (6)

Sudhir Srivastava became our Chairman and Chief Executive Officer on April 14, 2023, upon completion of the CardioVentures Merger.

(1) Sudhir Srivastava became our

Chairman and Chief Executive Officer on April 14, 2023, upon completion of the CardioVentures Merger.

Represents an option to purchase common stock granted under our Incentive Plan.

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Represents a grant of restricted shares of our common stock awarded under our Incentive Plan, which vested in full on the date of grant.

Represents option to purchase common stock granted under our Incentive Plan, which option vested in full on the date of grant.

Employment Agreements

through Otto Pvt.

Ltd., an indirect, wholly owned subsidiary, is party to employment agreements with each of Dr.

Sudhir Srivastava, Anup

Kumar Sethi and Dr.

The Company, through Otto Pvt.

Ltd., an indirect,

wholly owned subsidiary was party to employment agreements with each of Dr.

Sudhir Srivastava, Anup Kumar Sethi and Dr.

Vishwajyoti P.

Sudhir Srivastava’s employment agreement is for a five-year period expiring in

September 2026 and provides for an annual base salary of $600,000.

Sethi’s employment agreement is for a five-year (5-year)

period expiring in January 2028 and provides for an annual base salary of $175,000.

Sudhir Srivastava’s employment agreement with a base annual salary of $600,000 was with Otto Pvt Ltd.

for a five-year

period expiring in September 2026.

Effective August 1, 2024, his employment agreement was moved to the Company on similar compensation

terms now expiring in July 2027.

Sethi’s employment agreement with an annual base salary of $175,000 was also with Otto Pvt

for a five-year (5-year) period expiring in January 2028.

Effective August 1, 2024, his engagement contract was moved to the subsidiary

company in India on the same terms of compensation (now payable in local currency) having a term of five years.

Vishwajyoti P.

Srivastava’s employment agreement

is for a five-year period expiring in September 2026 and provides for an annual base salary of $200,000.

Each of the employment agreements

contain customary confidentiality, assignment of proprietary rights, non-competition and non-solicitation provisions.

is party to an employment agreement with Barry F.

Cohen for a three-year (3-year) period expiring in April 2026, which provides for an

annual base salary of $180,000.

The employment agreement also provides for reimbursement of other reasonable business expenses incurred

Cohen in the performance of his duties and contains customary confidentiality, assignment of proprietary rights, non-competition

and non- solicitation provisions.

employment agreement with an annual base salary of $ 200,000 was also with Otto Pvt Ltd.

and effective August 1, 2024, it was restructured

as a consulting agreement with the Company with the same annual base compensation of $200,000 now expiring in July 2026.

Each of the employment/consulting/engagement

agreements contain customary confidentiality, assignment of proprietary rights, non-competition and non-solicitation provisions.

The Company is party to an employment agreement

with Barry F.

Cohen for a three-year (3-year) period expiring in April 2026, which provides for an annual base salary of $180,000.

employment agreement also provides for reimbursement of other reasonable business expenses incurred by Mr.

Cohen in the performance of

his duties and contains customary confidentiality, assignment of proprietary rights, non-competition and non-solicitation provisions.

Outstanding Equity Awards at Fiscal Year-End

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granted under our Incentive Plan.

The options vest in five equal annual instalments commencing upon the date of grant and expire

five years from the date of grant.

The options vest in five equal annual instalments commencing upon the date of grant and expire five

years from the date of grant.

Compensation of Directors Table

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Mylswamy Annadurai

1,045,969 (1)

Somashekhar (1)

Frederic H Moll

Represents the value of a grant of 50,000 restricted shares of our common stock awarded under our Incentive Plan.

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underlying shares as determined pursuant to the 2016 Plan, restricted stock awards, other stock-based awards, or any combination of the

The 2016 Plan is administered by the compensation committee, or alternatively, if there is no compensation committee, the board

of directors.

3,000,000 shares of our common stock were originally reserved for issuance pursuant to the exercise of awards under the

In August 2019, our board of directors and our majority shareholders approved an increase in the number of shares reserved

under the 2016 Plan to 10,000,000 shares of our common stock.

Our board of directors and majority shareholders in July 2022, approved

a subsequent increase in the number of shares of our common stock reserved under the 2016 Plan to 20,000,000 shares of common stock.

board of directors and majority shareholders in October 2023 mandated to keep 10% of our issued and outstanding common shares reserved

under the 2016 Incentive Stock Plan.

As of December 31, 2023, we have granted options to purchase 4,529,828 shares under the 2016 Plan,

exercisable at prices ranging from of $1.00 to $10.00 per share and 4,301,167 shares in stock grants.

Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters.

In the absence of a compensation committee, the 2016 Plan was administered by the board of directors.

However, with the recent

constitution of compensation committee, the Plan will henceforth be administered by the compensation committee, 3,000,000 shares of our

common stock were originally reserved for issuance pursuant to the exercise of awards under the 2016 Plan.

In August 2019, our board of

directors and our majority shareholders approved an increase in the number of shares reserved under the 2016 Plan to 10,000,000 shares

of our common stock.

Our board of directors and majority shareholders in July 2022, approved a subsequent increase in the number of shares

of our common stock reserved under the 2016 Plan to 20,000,000 shares of common stock.

Our board of directors and majority shareholders

in October 2023 mandated to keep 10% of our issued and outstanding common shares reserved under the 2016 Incentive Stock Plan.

As of December

31, 2024, we have granted options to purchase 7,767,431 shares under the 2016 Plan, exercisable at $5.00 per share and 4,375,407 shares

in stock grants.

Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters.

The following table sets forth, as of the date

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Unless otherwise stated,

the address of the persons set forth in the table is c/o the Company.

the address of the persons set forth on the table is c/o the Company.

Beneficial ownership is determined in accordance

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Somashekhar (5)

All directors and executive officers as a group (six persons) (6)

Frederic H Moll

All directors and executive officers as a group (eight persons) (6)

5% or greater shareholders

Seattle, WA 98101

Unless otherwise indicated, the address for all of our directors and

Manipal Global Health Services

Georges Street, Port Louis 11302, Mauritius

Unless otherwise indicated, the address for all our directors and

executive officers is, care of the Company, 404-405, 3rd Floor, iLabs Info Technology Centre, Udyog Vihar, Phase III, Gurugram, Haryana

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Sudhir Srivastava;

(b) 32,000 shares held by Sudhir Srivastava Innovations Pte.

Ltd., a Singapore registered company beneficially owned by Dr Sudhir Srivastava;

(b) 32,000 shares held by Dr Sudhir Srivastava;

and (c) 4,364,931 shares issuable upon the exercise of vested stock options granted under our Incentive Plan.

(d) 3,350,221 shares issuable upon exercise of vested stock options granted on February 13, 2024, under our Incentive Plan.

Sushruta also holds of record all 1,000 issued and outstanding Series A Preferred Shares, which entitle the holder to 51% of the total voting power of the Company.

Represents 169,118 shares issuable upon the exercise of vested stock options granted under the Incentive Plan.

Includes 244,188 shares issuable upon the exercise of vested stock options granted under the Incentive Plan.

Sushruta also holds all 1,000 issued and outstanding Series A Preferred Shares, which entitles the holder to 51% of the total voting power of the Company.

Includes 338,237 vested stock awards granted under the Incentive Plan.

Includes a grant of 116,348 fully vested restricted shares of our common stock awarded under our Incentive Plan.

Represents 338,237 shares issuable upon the exercise of vested stock options granted under the Incentive Plan.

(4) Includes 338,237 shares issuable

upon the exercise of vested stock options granted under the Incentive Plan.

(5) Includes a grant of 166,348 fully

vested restricted shares of our common stock awarded under our Incentive Plan.

(6) Includes the items in footnotes (1) – (5) above.

The persons named above have full voting and investment

Pai is the beneficial owner of the shares of common

stock held of record by Manipal Global Health Services.

The people named above have full voting and investment

power with respect to the shares indicated.

15 unchanged sentences

Equity compensation plans not approved by security holders

12,181,226 (1)

4,891,213 (1)

Represents shares of common stock under our

Incentive Stock Plan.

As of the date of this Annual Report, 12,181,226 shares of common stock (comprised of 7,880,059 stock options and

4,301,167 stock grants) were issued under the Incentive Stock Plan.

As of the date of this Annual Report an additional 4,891,213 shares

of common stock are available for future issuances under the Incentive Stock Plan.

Certain Relationships and Related Transactions,

and Director Independence.

Related Party Transactions

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

there was $1,466,462 and $1,570,833 in net amounts due from related parties, respectively.

The advances are unsecured, non-interest bearing

and due on demand .

In addition to the net balances resulting from

transactions between various related parties during the normal course of business, the following additional transactions took place as

related party transactions:

On April 15, 2023, the Company executed (the Line

of Credit Note ) with Sushruta pursuant to the Line of Credit Note, Sushruta, agreed, to make multiple advances to the Company, in

its discretion, through December 31, 2023 (the “ Maturity Date ”), in an aggregate amount of up to $20.0 million for

working capital purposes.

The advances under the Line of Credit Note did not bear interest and were due and payable on or before the Maturity

Sushruta had the option to convert the principal amount of any advance into shares of our common stock, at a conversion price of

$0.74 per share.

As of September 27, 2023, $16,980,000 in advances were outstanding under the Line of Credit Note.

On September 27, 2023,

Sushruta exercised its option to convert the $16,980,000 in advances that were outstanding under the Line of Credit Note into 22,945,946

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

Effective February 14, 2024, the Company sold

$2,450,000 in principal amount of 7% Convertible One-Year Promissory Notes (the “ Bridge Notes ”) to five investors in

a private transaction, one of whom was Sushruta, who subscribed for a $1,000,000 Bridge Note.

Interest on the Bridge Notes accrues at

the rate of 7% per annum and is payable together with the principal amount on the maturity date, which is one year from issuance.

option of the noteholder, the Bridge Notes may be converted at any time prior to maturity into shares of our common stock at a conversion

price of $4.45 per share, subject to adjustment for stock splits, stock dividends and similar recapitalization events.

From time-to-time Dr.

Sudhir Srivastava, our Chairman

and Chief Executive Officer, made interest-free demand loans to SSI-India in order to help it meet its working capital requirements.

principal balance of such loans was $1,575,834 and $161,600 as of December 31, 2022, and December 31, 2023, respectively.

The Company has sold two surgical robotic systems

to Aster Hospitals Group (one to Aster Hospitals Dubai and another to Aster CMI Hospital, Bangalore, India).

SP Somashekhar, a director

of the Company, holds the positions of Chairman - Medical Advisory Board, Aster DM Healthcare - GCC & India and Global Director -

Aster International Institute of Oncology - GCC & India.

We have granted stock options to certain of our

executive officers.

See “ Item 11.

Executive Compensation — Outstanding Equity Awards at Year-End ” above

for a description of these stock options outstanding as of December 31, 2023.

Other than as described above, there has not been,

nor is there any currently proposed, transactions or series of similar transactions to which we have been or will be a party.

Principal Accounting Fees

and Services.

BF Borgers CPA PC.

(“ Borgers ”)

is our current independent registered public accounting firm and for the years ended December 31, 2023 and December 31, 2022.

Aggregate audit fees billed by Borgers for the

years ended December 31, 2023 were $112,500 and December 31, 2022 was $68,400.

Represents shares of common stock under our Incentive Stock Plan.

As of the date of this Annual Report, 12,142,838 shares of common stock (comprised of 7,767,431 stock options and 4,375,407 stock grants) were issued under the Incentive Stock Plan.

As of the date of this Annual Report an additional 7,213,096 shares of common stock are available for future issuances under the Incentive Stock Plan.

Certain Relationships and Related Transactions, and

Director Independence.

Information to be filed pursuant to this Item 13 are appended to this

Annual Report on Form 10-K filed herewith can be found at Part IV, Item 15, “Exhibits and Financial Statement Schedules.”

under Note- 21.

Principal Accounting Fees and

Fees billed by our independent registered public accounting firms,

BDO India LLP (“ BDO ”) and BF Borgers CPA PC.

for services provided for fiscal year 2024 and BF Borgers CPA PC.

fiscal year 2023 were as follows:

Audit Fees(1)

Audit-Related Fees

There were no audit-related fees billed by Borgers

for the years ended December 31, 2023 and December 31, 2022.

There were no tax fees billed by Borgers for the

years ended December 31, 2023 and December 31, 2022.

All Other Fees

fees relate to professional services rendered in connection with the audit of the Company’s annual financial statements including

expanded audit services related to the Company’s restatement, quarterly review of financial statements included in the Company’s

Quarterly Report on Form 10-Q/A, and audit services provided in connection with other statutory and regulatory filings or engagements.

Audit fees include $82,500 relating to filing of “Registration Statement” in Form-S1 of our former auditor BF Borgers CPA

This category

includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and

services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal

This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review

of interim financial statements.

Audit-Related

This category

consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance

of the audit or review of our financial statements and are not reported above under “ Audit Fees .” The services for

the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.

This category

consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice.

services for the fees disclosed under this category include tax return preparation and technical tax advice.

This category

consists of fees for other miscellaneous items.

Our Board of Directors has adopted a procedure

for pre-approval of all fees charged by our independent registered public accounting firm.

Under the procedure, the Board approves the

engagement letter with respect to audit, tax and review services.

Other fees are subject to pre-approval by the Board, or, in the period

between meetings, by a designated member of the Board.

Any such approval by the designated member is disclosed to the entire Board at

the next meeting.

Any services and fees of BDO are also approved pursuant to the pre-approval policy of the Company.

Pre-Approval Policy

We do not currently have a standing audit committee.

Provision of the above services was approved by our board of directors.

Exhibits, Financial Statement

We have recently constituted our audit committee.

Provision of the

above-mentioned services was approved by our board of directors in the absence of an audit committee at that point in time.

Exhibits and Financial Statement

The following documents are filed as part of this Report:

2 unchanged sentences

Financial Statements and Supplementary Data ” of this Annual Report:

Report of Independent Registered Public

Accounting Firm

Consolidated Balance Sheets sat December 31, 2023 and December 31, 2022

Consolidated Statements of Operations for the years ended December 31, 2023 and December 31, 2022

Report of Independent Registered Public Accounting Firm (BDO India LLP;

Mumbai, India;

PCAOB ID# 6074)

Consolidated Balance Sheets at December 31, 2024 and December 31, 2023

Consolidated Statements of operations and comprehensive loss for the years ended December 31, 2024 and December 31, 2023

Consolidated Statements of changes in equity for the years ended December 31, 2024 and December 31, 2023

Consolidated Statements of cash flows for the years ended December 31, 2024 and December 31, 2023

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023 and December 31, 2022

Notes to Consolidated Financial Statements

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Code of Ethical Conduct (1)

Insider Trading Policy (4)

List of Subsidiaries (4)

3 unchanged sentences

Section 906 Certification by Chief Financial Officer (4)

Audit Committee Charter (4)

Compensation Committee Charter (4)

Nominating and Corporate Governance Committee Charter (4)

Inline XBRL Instance Document.

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SS INNOVATIONS INTERNATIONAL, INC.

March 22, 2024

April 15, 2025

/s/ Sudhir Srivastava

2 unchanged sentences

(Principal Executive Officer)

March 22, 2024

April 15, 2025

/s/ Anup Sethi

5 unchanged sentences

on the dates indicated:

March 22, 2024

April 15, 2025

/s/ Sudhir Srivastava

2 unchanged sentences

(Principal Executive Officer)

March 22, 2024

April 15, 2025

/s/ Anup Sethi

2 unchanged sentences

Principal Accounting Officer)

March 22, 2024

April 15, 2025

/s/ Vishwajyoti P.

2 unchanged sentences

President, Chief Operating Officer – South Asia and Director

March 22, 2024

April 15, 2025

Chief Operating Officer – Americas and Director

March 22, 2024

April 15, 2025

/s/ Mylswamy Annadurai

Mylswamy Annadurai,

March 22, 2024

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public

Accounting Firm

Consolidated Balance Sheets at December 31, 2023 and December 31, 2022

Consolidated Statements of Operations for the years ended December 31, 2023 and December 31, 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and December 31, 2022

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023 and December 31, 2022

Notes to Consolidated Financial Statements

April 15, 2025

INDEX TO CONSOLIDATED

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (BDO India LLP;

Mumbai, India;

PCAOB ID# 6074 ) F-2

Consolidated Balance Sheets at December 31, 2024 and December 31, 2023 F-4

Consolidated Statements of operations and comprehensive loss for the years ended December 31, 2024 and December 31, 2023 F-5

Consolidated Statements of changes in equity for the years ended December 31, 2024 and December 31, 2023 F-6

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and December 31, 2023 F-7

Notes to Consolidated Financial Statements F-8

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Shareholders of SS Innovations International, Inc.:

on the Financial Statements

have audited the accompanying consolidated balance sheets of SS Innovations International, Inc.

(the “Company”) as of December

31, 2023 and 2022 and the related consolidated statements of operations, shareholders’ equity, and cash flows for the two years

in the period ended December 31, 2023, and the related notes and schedules (collectively referred to as the financial statements).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2023 and 2022, and the results of its operations and its cash flows for the two years in the period ended December 31, 2023 and 2022,

in conformity with accounting principles generally accepted in the United States of America.

Concern Matter

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability

to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Shareholders and Board of Directors

SS Innovations International Inc.

405, 3 rd Floor, iLabs Info Technology

Udyog Vihar, Phase III

Gurugram, Haryana 122016, India

Opinion on the Consolidated

Financial Statements

We have audited the accompanying

consolidated balance sheets of SS Innovations International Inc.

(the “Company”) as of December 31, 2024 and 2023, the related

consolidated statements of operations and comprehensive loss, consolidated statements of changes in equity, and cash flows for each of

the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December

31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended , in conformity with accounting

principles generally accepted in the United States of America.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements,

the Company has suffered recurring losses from operations and has negative cash flows from operating activities during the year ended

December 31, 2024.

The Company is dependent on further funding to meet its obligations to sustain its operations.

These conditions raise

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

Management’s plans in regard to these matters

are also described in Note 1 to the consolidated financial statements.

These consolidated financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial

statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provide

Our audits included performing procedures to

assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and

Critical Audit Matter

The critical audit matter communicated below is

a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated

to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

determined that there are no critical audit matters.

BF Borgers CPA PC

Borgers CPA PC (PCAOB ID 5041 )

have served as the Company’s auditor since 2022

INNOVATIONS INTERNATIONAL INC.

BALANCE SHEETS

OF DECEMBER 31,

and cash equivalents

receivable, net of allowances

Receivables - Acquisition

and other current assets

The communication of the critical audit matter does not alter

in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Determination of Standalone Selling Price

As described in Note 2 to the consolidated financial

statements, during the year ended December 31, 2024, the Company recognized revenue for system sale arrangements of approximately $19.46

The Company’s system sale arrangements could include a combination of the following performance obligations:

system accessories or instruments and extended warranty.

For multiple-element arrangements, revenue is allocated to each distinct performance

obligation based on its relative standalone selling price (“SSP”).

SSP are based on observable prices at which the Company

separately sells the products or services.

If a SSP is not directly observable, then management estimates the SSP considering market conditions

and entity-specific factors including historical pricing data, features and functionality of the products and services and industry data.

We identified the determination of the SSP of

distinct performance obligations as a critical audit matter.

The determination of SSP requires management’s significant judgments

and assumptions.

Auditing management’s significant judgments and assumptions involved especially challenging and subjective auditor

judgment due to the nature and extent of audit effort required to address these matters.

The primary procedures we performed to address

this critical audit matter included:

the appropriateness of management’s process and methodology for determining the SSP against relevant accounting literature.

the reasonableness of management’s significant assumptions and judgments used in determining the SSP through:

(i) assessing a sample

of revenue contracts and identifying distinct performance obligations, (ii) evaluating the consistency of assumptions used against internal

and external market data and competitor margin data, and (iii) testing the completeness and accuracy of the data used in developing the

SSP assumptions.

(Signed BDO India, LLP )

We have served as the Company's auditor since

Gurugram, India

April 15, 2025

SS INNOVATIONS INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

Current Assets:

Non-Current Assets:

plant, and equipment, net

Term Receivable

& Advances (Related Party)

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Inventory, net

Prepaids and other current assets

Total Current Assets

Non- Current Assets:

AND STOCKHOLDERS’ (DEFICIT) EQUITY

Overdraft Facility

payable - related party

maturities of long-term debt, bank

of use liability, current portion

tax liability

accrued liabilities

Property, plant, and equipment, net

Right of use asset

Accounts receivable, net

Restricted cash

Prepaids and other non-current assets

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

of use liability, non current portion

and contingencies

Stockholders’

(deficit) equity :

Bank overdraft facility

Notes payable

Current maturities of long-term debt

Current portion of operating lease liabilities

Accounts payable

Deferred revenue

Accrued expenses & other current liabilities

Total Current Liabilities

Non- Current Liabilities

Operating lease liabilities, less current portion

Deferred Revenue- non-current

Other non-current liabilities

Total Non-Current Liabilities

Total Liabilities

Stockholders’ equity:

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

1,000 shares issued and outstanding as of December 31, 2024 and December 31, 2023

Common stock, 250,000,000 shares authorized, $ 0.0001 par value, 171,579,284 shares and 170,711,880 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

Preferred stock, $ 0.0001 par value per share;

authorized 5,000,000 shares of Series A Non-Convertible Preferred Stock, 5000 shares and nil shares issued and outstanding as of December 31, 2023 and December 31, 2022

Paid in Capital

other comprehensive income (loss)

( 35,329,246 )

Accumulated other comprehensive income (loss)

Common stock to be issued, 12,500 shares

Additional paid in capital

Capital reserve

Accumulated deficit

( 43,662,547 )

stockholders’ (deficit) equity

( 24,511,350 )

liabilities and stockholders’ (deficit) equity

accompanying notes are an integral part of these financial statements.

SS INNOVATIONS INTERNATIONAL

CONSOLIDATED STATEMENTS

OF OPERATIONS

FOR THE YEAR ENDED DECEMBER

Total stockholders’ equity

Total liabilities and stockholders’ equity

The accompanying notes are an integral part of

these consolidated financial statements.

SS INNOVATIONS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

For The Year Ended

Instruments sale

Warranty sale

Total revenue

Cost of revenue

( 12,197,162 )

(LOSS) PROFIT

& Development

Compensation Expense

& Payroll Expenses

general and administrative

OPERATING EXPESNES

from operations

( 5,149,786 )

( 5,679,233 )

and other income, net

OTHER (EXPENSE) INCOME

( 20,941,972 )

( 5,601,504 )

attributable to SS Innovations International Inc.

$ ( 20,941,972 )

$ ( 5,601,504 )

Net loss per share - basic and diluted

Weighted average

( 20,941,972 )

( 5,601,504 )

OTHER COMPREHENSIVE INCOME

currency translation

COMPREHENSIVE

( 21,286,593 )

( 5,585,983 )

accompanying notes are an integral part of these financial statements.

SS INNOVATIONS INTERNATIONAL

STATEMENTS OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31,

flows from operating activities:

$ ( 20,941,972 )

OPERATING EXPENSES:

Research & development expense

Stock compensation expense

Depreciation and amortization expense

Selling, general and administrative expense

TOTAL OPERATING EXPENSES

Loss from operations

( 18,975,962 )

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

and amortization

compensation expense

expenses and other assets

( 20,273,984 )

OTHER INCOME (EXPENSE):

Interest expense

Interest and other income, net

TOTAL OTHER EXPENSE, NET

LOSS BEFORE INCOME TAXES

( 19,151,197 )

payable and accrued expenses

cash used in operating activities

( 20,878,292 )

Income tax expense

$ ( 19,151,197 )

flows from investing activities:

Receivables - Acquisition

$ ( 20,878,292 )

Term Receivable

Net loss per share - basic and diluted

Weighted average- basic shares

Weighted average- diluted shares

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

$ ( 19,151,197 )

& Advances (Related Party)

of property and equipment

$ ( 20,878,292 )

of Fixed Assets

cash used in investing activities

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation loss

Retirement Benefit (net of tax)

TOTAL COMPREHENSIVE LOSS

$ ( 19,705,323 )

$ ( 21,128,390 )

flows from financing activities:

of Promissory note

from 7% convertible Promissory note

of Bank Overdraft Facility

The accompanying notes are an integral part of

these consolidated financial statements.

SS INNOVATIONS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Stock to be Issued

comprehensive

Stockholders'

as at December 31, 2022

( 3,633,058 )

from securities offering

from Notes Converted

from Options Excercised

of Notes payable

( 2,678,537 )

from Notes payable

of Loan (Related Party)

recapitalization

of notes payable to equity

issued for services

stock issued against exercise of warrants

stock issued against exercise of options

( 20,878,292 )

of use liability,non current portion

cash provided by financing activities

change in cash

of exchange rate on cash

at beginning of year

at end of year

disclosure of cash flow information:

paid for income taxes

paid for interest

accompanying notes are an integral part of these financial statements.

SS INNOVATIONS INTERNATIONAL

CONDENSED STATEMENT OF STOCKHOLDERS’

FOR THE YEAR ENDED December 31,2023

other comprehensive

Stockholders’

AT DECEMBER 31, 2021

( 21,128,390 )

as at December 31, 2023

( 24,511,350 )

based compensation expense

stock issued against exercise of warrants

issued for services

1 unchanged sentence

( 19,705,323 )

as at December 31, 2024

$ ( 43,662,547 )

$ ( 749,625 )

other comprehensive.

income (loss)

The accompanying notes are an integral part of

these consolidated financial statements.

SS INNOVATIONS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS

OF CASH FLOWS

For the Year ended

Cash flows from operating activities:

$ ( 19,151,197 )

$ ( 20,878,292 )

AT DECEMBER 31, 2022

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

Depreciation and amortization

Operating lease expense

Interest Expense

Interest and other income, net

Property, plant and equipment written off

Credit loss reserve

Shares issued to investors and advisors

Stock compensation expense

Changes in operating assets and liabilities:

Accounts receivable, net

( 4,890,032 )

( 3,071,640 )

Recapitalization

Inventory, net

( 7,691,518 )

( 6,113,810 )

of Notes Payable to equity

issued for services

Recapitalization

issued for services

(warrants exercised)

(options exercised)

Cancellation - Sivani

other comprehensive.

income (loss)

Deferred revenue

Prepaids and other assets

( 1,411,621 )

( 2,690,178 )

AT DECEMBER 31, 2023

Accounts payable

Accrued expenses & other liabilities

Operating lease payment

Net cash used in operating activities

( 9,503,030 )

( 15,361,645 )

accompanying notes are an integral part of these financial statements.

INNOVATIONS INTERNATIONAL, INC.

TO FINANCIAL STATEMENTS

1 – FINANCIAL STATEMENTS

Innovations International, Inc.

(the “ Company ” or “ SSII ”) was incorporated as AVRA Surgical Microsystems,

Cash flows from investing activities:

Purchase of property, plant and equipment

Net cash used in investing activities

Cash flows from financing activities:

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

Proceeds from warrant exercised pending allotment

Net cash provided by financing activities

Net change in cash

Effect of exchange rate on cash

Cash and cash equivalents at the beginning of the year^

Cash and cash equivalents at end of the year

For cash and cash equivalents and restricted cash, refer Note 7

Supplemental disclosure of cash flow information:

Conversion of convertible notes into common stock

Transfer of systems from inventory to property, plant and equipment

The accompanying notes are an integral part of

these consolidated financial statements.

SS INNOVATIONS INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – FINANCIAL STATEMENTS

SS Innovations International, Inc.

(the “ Company ”

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

in the State of Florida on February 4, 2015 .

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

Medical Robotics, Inc.

April 14, 2023, a wholly owned subsidiary of the Company merged with CardioVentures, Inc., a Delaware corporation (“ CardioVentures ”),

the indirect parent of Sudhir Srivastava Innovations Pvt.

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

innovative surgical robotic technologies.

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

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

implemented a one for ten reverse stock split.

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

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

of Presentation

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

The Company completed its first full year of commercial operations and is still in the process of scaling its operations,

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

In the opinion of the Company’s management, the accompanying audited condensed financial statements contain all the adjustments

necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of December 31, 2023, and

the results of operations and cash flows for the periods presented.

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

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

The Company has a working capital surplus

of $ 9,112,029 and an accumulated deficit of $ 35,329,246 as of December 31, 2023.

The Company also had a net loss of $ 20,941,972 for

the year ended December 31, 2023 which was mainly on account of non-cash items like Stock Compensation expense of $ 13,425,319 and Depreciation

of $ 162,623 .

The net loss for the year ended December 31, 2023 was also higher as revenue to the extent of $ 1,668,146 stands transferred

to unrealized deferred revenue on account of application of ASC606.

Company launched the commercial sale of its “SSi Mantra” surgical robotic system in India in the last quarter of 2022, which

has been well received by hospitals and healthcare institutions there and in the year ended December 31, 2023, the Company recorded its

first export sale to Dubai, UAE.

As of December 31, 2023, the Company has sold fifteen surgical robotic systems overall and is now generating

regular revenues as additional purchase orders are also being received.

In addition to these fifteen surgical robotic systems sold, Company

has also installed four systems for evaluation purposes at four hospitals belonging to large hospital groups in India for a predefined

number of procedures post which the Company expects to receive regular purchase orders for its surgical robotic system from these hospital

In addition to this, we also installed three systems on a pay-per-use basis.

These systems were installed in December 2023 and

accordingly had not generated any revenues as of December 31, 2023.

During the year ended December 31, 2023, we also installed one system

at the Johns Hopkins Hospital, in Baltimore, Maryland at no cost, for the purposes of conducting medical education training programs

with human cadavers and/or animal anatomical tissue specimens.

As such, at the end of December 2023, we had twenty-three installed systems

of which twenty were installed during the year ended December 31, 2023.

Company has been able to augment its financial resources to further supplement its operations.

On April 15, 2023, the Company executed

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

(“SPL”), the Bahamian holding

company owned by Dr.

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

Pursuant to the Line of Credit

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

in an aggregate amount of up to $ 20 million for working capital purposes and the advances under the Line of Credit Note do not bear interest

and are due and payable on or before the Maturity Date.

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

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

During the year ended December 31, 2023, SPL had advanced a total

of $ 16,980,000 under the Line of Credit Note upon SPL exercising its option to convert, the outstanding balance of $ 16,980 ,00 of the

Line of Credit Note was converted in full into 22,945,946 shares of our common stock at a conversion price of $ 0.74 per share.

conversion of funds advanced under the Line of Credit Note and subsequently converted into equity has resulted in a significant improvement

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

As of December 31, 2023, the Company had stockholders’

equity of $ 14.3 million and a working capital surplus of $ 9.11 million as compared to stockholders’ deficit of $ 2,460,547 and a

working capital deficit of $ 4,420,201 as of December 31, 2022.

management of the Company is making efforts to raise further funding to scale up operations and meet its longer-term capital needs.

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.

April 14, 2023, a wholly owned subsidiary of the Company merged with CardioVentures, Inc., a Delaware corporation, the indirect parent

of Sudhir Srivastava Innovations Pvt.

Ltd., an Indian private limited company.

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 and share and per share information

contained in this report reflect the operations of both the Company and CardioVentures and give pro forma effect to the reverse stock

CardioVentures Merger was accounted for as a reverse-merger, and recapitalization in accordance with generally accepted accounting principles

For financial reporting purposes, SS Innovations International Inc.

was the acquirer and AVRA was the acquired

Consequently, the assets and liabilities and operations reflected in the historical financial statements prior to the CardioVentures

Merger are consolidated assets and liabilities of AVRA and SS Innovations International Inc.

and have been recorded at historical cost

The financial statements after completion of the CardioVentures Merger include the assets and liabilities of AVRA and SS Innovations

International Inc.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets, liabilities and expenses.

The Company regularly evaluates estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported

amounts of revenues and expenses during the reporting period.

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 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

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 pro forma effect to the reverse stock split.

The Transaction (Note 5) was accounted for as

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

Under this method, AVRA was treated as

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

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

Accordingly, for the year ended December 31, 2022,

CardioVentures has been considered the ultimate holding company.

Basis of Presentation

The consolidated financial statements have been

prepared in conformity with United States generally accepted accounting principles (“U.S.

The accompanying financial

statements have been prepared on a consolidated basis and reflect the financial statements of SS Innovations International, Inc.

of its subsidiaries (“Group”).

The standalone financial statements of subsidiaries

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

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

are eliminated while preparing consolidated financial statements.

Accounting policies of the respective individual

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

Principles of Consolidation

The consolidated financial statements include

our accounts and all majority-owned subsidiaries.

Intercompany accounts and transactions have been eliminated in consolidation.

follows a monthly reporting calendar, with its fiscal year ending on December 31.

Reclassifications

Certain prior period amounts in the consolidated

statements of operations and consolidated balance sheets have been reclassified to conform with the current period presentation.

Concentrations of Business and Credit Risk

We maintain certain cash balances in excess of

limits insured by Federal Deposit Insurance Corporation for US and Deposit Insurance and Credit Guarantee Corporation for India.

We periodically

evaluate the credit worthiness of the financial institutions with which we maintain cash deposits.

We have not experienced any losses

in such accounts and do not believe that there is any material credit risk to our cash.

Concentration of credit risk with respect to accounts

receivable is limited due to the wide variety of customers to whom our products are sold.

Receivables from individual customers exceeding

10% of our total receivables as of December 31, 2024, and 2023 are disclosed separately in Note-6.

Going Concern

The accompanying consolidated financial statements

have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as

of the date these consolidated financial statements are issued.

The Company has a working capital surplus of $ 6,086,069 and an accumulated

deficit of $ 43,662,547 as of December 31, 2024.

The Company also had a net loss of $ 19,151,197 for the year ended December 31, 2024, which

was mainly on account of non-cash items like stock compensation expense of $ 14,342,784 and depreciation and amortization of $ 436,005 .

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 consolidated financial statements are issued.

Management recognizes that the Company must obtain

additional resources to successfully implement its business plans.

The Company has been able to augment its financial resources to further

supplement its operations.

Subsequent to year end, the Company has issued the convertible notes of $ 28,000,000 which has been converted

into Company’s common stock in March 2025.

This conversion of funds has resulted in a significant improvement in the Company’s

stockholders’ equity and working capital position.

However, the Company’s existing cash resources

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

through the next twelve (12) months.

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

meet its longer-term capital needs.

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

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

successful in generating additional revenues and ultimately achieving profitability.

The accompanying financial statements do not include

any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification

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

MERGER ACCOUNTING

On April 14, 2023, a wholly owned subsidiary of

the Company merged with CardioVentures, Inc., a Delaware corporation, the indirect parent of Sudhir Srivastava Innovations Pvt.

an Indian private limited company.

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

among other matters, the Company changed its name to “SS Innovations International, Inc.” and implemented a one for ten reverse

The consolidated financial statements, financial information and share and per share information contained in this report

reflect the operations of both the Company and CardioVentures and give pro forma effect to the reverse stock split.

The CardioVentures Merger was accounted for as

a reverse-merger, and recapitalization in accordance with generally accepted accounting principles (“GAAP”).

For financial

reporting purposes, SS Innovations International Inc.

was the acquirer and AVRA was the acquired company.

Consequently, the assets and

liabilities and operations reflected in the historical financial statements prior to the CardioVentures Merger are consolidated assets

and liabilities of AVRA and SS Innovations International Inc.

and have been recorded at historical cost basis.

The financial statements

after completion of the CardioVentures Merger include the assets and liabilities of AVRA and SS Innovations International Inc.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Use of Estimates

The preparation of consolidated financial statements in conformity

with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses.

The Company regularly evaluates estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the

reporting period.

Actual results could differ from those estimates made by management.

and Cash Equivalents

Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments

purchased with a maturity of three months or less to be cash and cash equivalents.

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 services.

The Company also sells surgical robotic systems under deferred payment

arrangements and in such cases, the amounts due and recoverable beyond the one year period at the balance sheet date are classified as

long-term receivables.

Significant estimates include fair value of stock

options and standalone selling price in case of bundled revenue contracts.

(b) Cash and Cash Equivalents

The Company considers all highly liquid investments

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

Restricted cash includes any cash and cash equivalents

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

For the purposes of the consolidated statement

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

and restricted cash equivalents

(d) Accounts Receivable and Allowance for Expected Credit Loss

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 services.

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

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

Collateral is currently not required.

The Company also maintains allowances for doubtful accounts for estimated

losses resulting from the inability of the Company’s customers to make payments.

The Company periodically reviews these estimated

allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances

and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for

its customers as a whole.

Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to

become uncollectible.

When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted

from the allowance.

The allowance for doubtful accounts as of December 31, 2023, and December 31, 2022 amounted to $ NIL and $ NIL respectively.

Currency Translation

Company’s reporting currency is U.S.

The accounts of one of the Company’s subsidiaries is maintained using the appropriate

local currency, Indian Rupees (“INR”) as the functional currency.

All assets and liabilities are translated into U.S.

at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at

the average exchange rate for the year or the reporting period.

The translation adjustments are reported as a separate component of stockholders’

equity, captioned as accumulated other comprehensive (loss) gain.

Transaction gains and losses arising from exchange rate fluctuations

on transactions denominated in a currency other than the functional currency are included in the statements of operations as foreign

currency exchange variance.

relevant translation rates are as follows:

for the Year ended December 30, 2023, closing rate at 83.19 USD/INR, average rate at 82.96

Company’s inventory consists of finished goods in the form of fully assembled and tested surgical robotic systems, 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.

Company also maintains allowances for credit losses for estimated losses resulting from the inability of the Company’s customers

to make payments.

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

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

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

Based on this review, the Company specifically

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

When receivables are determined to be uncollectible,

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

The allowance for credit losses as of December 31,

2024, and December 31, 2023, amounted to $ 545,799 and $ NIL respectively.

(e) Employee Benefits

Contributions to defined contribution plans are

charged to the Consolidated Statements of operations and comprehensive loss in the period in which services are rendered by the covered

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

The liability in respect

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

The Company records annual amounts

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

rates, mortality, future compensation increases and attrition rates.

The Company reviews its assumptions on an annual basis and makes

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

The effect of modifications to those

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

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

The Company believes that the assumptions utilized in

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

These assumptions may not be within

the control of the Company and accordingly it is reasonably possible that these assumptions could change in future periods.

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

from services rendered by the respective employees during the period.

The interest cost, expected return on plan assets and amortization

of actuarial gains/loss, are included in “Other income/(expense), net.” Refer to Note 18 - Employee Benefit Plans to the consolidated

financial statements for details.

(f) Foreign Currency Translation

The Company’s reporting currency is U.S.

The functional currency of the Company is the U.S.

The functional currency of the Company’s subsidiary in India

is Indian National Rupee (“INR”).

Transactions denominated in INR are translated to U.S.

dollars at rates which approximate

those in effect on the transaction dates.

Monetary assets and all liabilities denominated in foreign currencies on December 31, 2024 and

December 31, 2023 are translated at the exchange rate in effect as of those dates.

Non-monetary assets and stockholders’ equity

are translated at the appropriate historical rates.

Included in selling, general and administrative expense were foreign exchange loss

resulting from such translations of approximately $ 15,228 and $ 22,855 for the years ended December 31, 2024 and 2023, respectively.

The functional currency of each entity in the

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

Transactions in foreign currencies are initially recorded

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

Monetary assets and liabilities denominated

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

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

All foreign exchange gains and losses arising on re-measurement are recorded in the Company’s Consolidated Statements of operations

and comprehensive loss.

The assets and liabilities of the subsidiaries

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

dollar are translated into U.S.

dollars, the reporting currency, at the rate

of exchange prevailing on the balance sheet date.

Revenues and expenses are translated into U.S.

dollars at the exchange rates prevailing

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

Share capital and other equity items are

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

Resulting translation adjustments are included

in “Accumulated other comprehensive loss” in the consolidated balance sheets.

The relevant translation rates are as follows:

for the year ended December 31, 2024, closing rate at 85.58 USD/INR, average rate at 84.39 USD/INR.

The relevant translation rates are as follows:

for the year ended December 31, 2023, closing rate at 83.19 USD/INR, average rate at 82.96 USD/INR.

(g) Inventory

The Company’s inventory consists of finished

goods in the form of fully assembled and tested surgical robotic systems, 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 December 31, 2023, the Company

valued the inventory at $ 6,327,256 .

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist principally of cash.

The Company maintains

its principal cash balance in United States financial institutions, where deposits are insured by the Federal Deposit Insurance Corporation

(“FDIC”) up to $ 250,000 .

The Company also maintains cash balances maintained with banks in India, where balances are insured

by Deposit Insurance and Credit Guarantee Corporation of India (DICGC) to the extent of approximately $ 6,100 per account and in the Bahamas,

where deposits are insured by the Deposit Insurance Corporation Bahamas up to B$ 50,000 (equivalent to $ 50,000 ) per account.

As of December

31,2023, the Company had $ 1,683,141 of deposits in excess of overall insurance coverage limits.

Company recognizes revenue in accordance with Accounting Standards Codification, or ASC606, the core principle of which is that an entity

should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration

to which the entity expects to be entitled to receive in exchange for those goods or services.

To achieve this core principle, five basic

criteria must be met before revenue can be recognized:

● Identification

of a contract with a customer or placement of a purchase order by the customer.

● Identification

of the performance obligations in the contract or the purchase order as the case may be.

● Determination

of the transaction price which is reflected in the purchase order placed by the customer.

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

● Recognition

of revenue when or as the performance obligations are satisfied as per the terms of the purchase order received from the customer.

Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties

are identified, payment terms are identified, and collectability of consideration is probable.

Product type and payment terms vary by

Company recognizes revenue at the time when the equipment is dispatched to the customer.

also sell instruments for use by surgeons in conjunction with the use of our surgical robotic systems.

These instruments are consumable

items for our hospital customers, and we recognize the revenues from the sale of instruments as and when the instruments are dispatched

to the customer.

and Annual Maintenance Contract Sales:

application of ASC 606, a portion of the equipment sales value which is attributable towards the component of annual maintenance contracts

is shown separately as Warranty sales.

Once the warranty periods are over, the actual maintenance contracts kick in and actual income

from maintenance contracts is recognized.

Deferred Revenue:

attributable to warranty sales are recognized over the period to which such sales relate.

During the year ended December 31, 2023, we

sold twelve surgical robotic systems and the revenues attributable to warranty sales is deferred for recognition over the period to which

Due to application of ASC606, as of December 31, 2023, a total of $ 1,668,146 of System Sales revenue stands transferred to

unrealized deferred revenue and due to this adjustment, revenues for the year ended December 31,2023 is reflected less and the net loss

for the year ended December 31, 2023, is reflected more to the extent of this unrealized deferred revenue.

Plant & Equipment

Plant & Equipment is recorded at cost and depreciated using the straight-line method at rates determined as per estimated useful

lives of the assets.

The estimated useful lives used in in calculating depreciation are as follows:

Office furniture and fixtures

Plant and equipment

Motor vehicles

accordance with ASC 360, “ Property Plant and Equipment ”, the Company tests long-lived assets or asset groups for recoverability

when events or changes in circumstances indicate that their carrying amount may not be recoverable.

Circumstances which could trigger

a review include, but are not limited to:

The inventory is valued at the lower

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

(h) Cost of Sales

Cost of sales primarily consists of manufacturing

cost incurred for production of the Mantra System and the related instruments and accessories which are used to facilitate the use of

the Mantra System.

Further, Cost of sales also includes other costs such as salaries and rent which are directly attributable to the manufacturing

(i) Selling and Administrative Expenses

Selling and administrative expenses primarily

consist of indirect expenses which are not directly attributable to any other identified expense category of the Company.

(j) Fair value measurements

ASC Topic 820, Fair Value Measurements

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

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

asset or liability.

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

liability as against assumptions specific to the entity.

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

risk, including the Company’s own credit risk.

The fair value hierarchy consists of the following three levels:

Level I — Quoted prices for identical instruments in active markets.

Level II — Quoted prices for similar instruments in active markets;

quoted prices for identical or similar instruments in markets that are not active;

and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level III — Instruments whose significant value drivers are unobservable.

(k) Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist principally of cash and cash equivalents, time deposits and accounts receivable.

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

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

to market risk with regard to these funds.

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

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

To mitigate this risk the Company

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

assessment processes for accounts receivable.

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

instruments, for speculative purposes.

(l) 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 an outflow of resources is remote, no provision or disclosure is made.

Legal costs incurred in connection with such liabilities

are expensed as they are incurred.

Capital commitments are disclosed in the consolidated financial statements.

(m) Revenue Recognition

The Company recognizes revenue in accordance with

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

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

receive in exchange for those goods or services.

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

Identification of a contract with a customer or placement of a purchase order by the customer.

Identification of the performance obligations in the contract or the purchase order as the case may be.

Determination of the transaction price which is reflected in the purchase order placed by the customer.

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

Recognition of revenue when or as the performance obligations are satisfied as per the terms of the purchase order received from the customer.

The Company accounts for revenues when both parties

to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and

collectability of consideration is probable.

Product type and payment terms vary by client.

System Sales:

The Company recognizes revenue when the “transfer

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

In cases where a deferred payment

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

warranty obligations.

Standalone Selling Price:

Our system sale arrangements contain multiple products and services,

including system, accessories, instruments and services.

Other than services, we generally deliver all of the products upfront.

these products and services is a distinct performance obligation.

System, instruments, accessories and services are also sold on a standalone

For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling

Standalone selling prices are based on observable prices at which we separately sell the products or services.

If a standalone

selling price is not directly observable, then we estimate the standalone selling prices considering market conditions and entity-specific

factors including, but not limited to, historical pricing data, features and functionality of the products and services and industry benchmark.

We regularly review standalone selling prices and maintain internal controls over establishing and updating these estimates.

is allocated to the service obligation is deferred and recognized ratably over the service period upon expiration of first year of service

which is free and included in the system sale arrangements.

Key Terms of Customer Contracts

The Company enters into binding contracts with

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

The key terms

and conditions include:

Finalization of Product and Price:

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

Payment Terms:

Determination of payment terms, which may involve either a deferred payment arrangement or a one-time payment upon delivery and installation of the system at the customer’s premises.

Deferred Payment Model:

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

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

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

Warranty Services:

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

The exact terms are mutually agreed upon with the customer.

Delivery, Installation, and Training:

The Company is responsible for

delivering and installing the system at the customer’s premises.

Post-installation, the Company provides free training to surgeons

and surgical staff to enable them to operate the system effectively.

With respect to the sale of surgical robotic systems, training is

provided at the time of delivery to the end customer, however the effort involved is considered negligible.

Transfer of Risk and Rewards:

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

Instrument and accessories sales:

We also sell instruments for use by surgeons in

conjunction with the use of our surgical robotic systems.

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

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

Warranty and Annual Maintenance Contract Sales:

By application of ASC 606, a portion of the equipment sales value which

is attributable towards the component of annual maintenance contracts is shown separately as Warranty sales.

Once the assurance warranty

or standard warranty periods are over, the actual maintenance contracts become effective and actual income from maintenance contracts

is recognized as a distinct revenue stream.

Lease Income:

Under ASC 842, in cases where the systems are installed on a pay per

procedure basis, the Company earns revenue which is a mix of fixed and variable components.

Variable component consists of revenue share

which is agreed based on the number and type of procedures performed by the customer, while the fixed component involves an agreed amount

which the customer is obliged to pay over the lease term.

Accordingly, the fixed component is recognized on a straight-line basis as lease

Since the title to the system is not getting transferred to the counterparty, hence the cost relating to those systems is capitalized

under property, plant and equipment and accordingly depreciation is charged over its period of useful life.

(n) Property Plant & Equipment

Property and equipment are stated at cost, which

is generally comprised of the purchase price for such property or equipment, non-refundable duties and taxes, Installation cost, freight,

other associated costs, but excludes any discounts and/or rebates, less accumulated depreciation and impairment.

The Company reviews property and equipment for

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

Property Plant & Equipment depreciated

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

The estimated useful lives used in in

calculating depreciation are as follows:

Computer & peripherals

Leasehold improvement

Office equipment

Plant and machinery

Research & Development equipment

Server & networking

Pay per use system

(o) Long-lived Assets

In accordance with ASC 360, “ Property

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

indicate that their carrying amount may not be recoverable.

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

significant decreases in the market price of the asset;

significant adverse changes in the

business climate or legal factors;

accumulation of costs significantly in excess of the amount originally expected for the acquisition

or construction of the asset;

current cash flow or operating losses combined with a history of losses or a forecast of continuing losses

associated with the use of the asset and current expectation that the asset will more than likely not be sold or disposed significantly

before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value

which is generally determined based on the sum of the discounted cash flows expected to result from the use and the eventual disposal

of the asset, as well as specific appraisal in certain circumstances.

An impairment loss is recognized when the carrying amount is not

recoverable and exceeds fair value.

Compensation Expense

Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance

with ASC Topic 505, “Equity.” Costs are measured at the estimated fair market value of the consideration received or the estimated

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

The value of equity instruments issued for consideration

other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of

goods or services as defined by ASC Topic 505.

Company accounts for income taxes pursuant to ASC Topic 740 “ Income Taxes.

” Under ASC Topic 740, deferred tax assets

and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and

financial reporting purposes.

The deferred tax assets and liabilities are classified according to the financial statement classification

of the assets and liabilities generating the differences.

A valuation allowance is recorded when it is more likely than not that some

or all of the deferred tax assets will not be realized.

Company applies the provisions of ASC Topic 740-10-05 “ Accounting for Uncertainty in Income Taxes .” The ASC clarifies

the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.

The ASC prescribes a recognition threshold

and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in

a tax return.

The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure

and transition.

and Diluted Loss per Share

accordance with ASC Topic 260 “ Earnings Per Share, ” basic loss per common share is computed by dividing

net loss available to common stockholders by the weighted average number of common shares outstanding during the period.

per common share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during

the period, only in periods in which such effect is dilutive.

The Company only has stock options and convertible promissory notes that

may be converted to outstanding potential common shares.

and Development Costs

accordance with ASC Topic 730 “Research and Development”, with the exception of intellectual property that is purchased from

another enterprise and have alternative future use, research and development expenses are charged to operations as incurred.

Value of Financial Instruments

financial instruments consist principally of accounts receivable, amounts due to related parties and promissory notes payable.

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

Accounting Pronouncements

Compensation-

Stock Compensation

May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718):

Scope of Modification Accounting,”

that provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification

The new guidance became effective for the Company on January 1, 2018 and was applied on a prospective basis, as required.

The adoption of this standard did not have an impact on the financial statements or the related disclosures.

February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”).

The FASB issued ASU 2016-02

to increase transparency and comparability among organizations recognizing lease assets and lease liabilities on the balance sheet and

disclosing key information about leasing arrangements.

Under ASU 2016-02, lessors will account for leases using an approach that is substantially

equivalent to existing GAAP for sales-type leases, direct financing leases and operating leases.

Unlike current guidance, however, a

lease with collectability uncertainties may be classified as a sales-type lease.

If collectability of lease payments, plus any amount

necessary to satisfy a lessee residual value guarantee, is not probable, lease payments received will be recognized as a deposit liability

and the underlying assets will not be derecognized until collectability of the remaining amounts becomes probable.

ASU 2016-02 is effective

for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified

retrospective transition.

The Company did not adopt the standard effective January 1, 2019, utilizing the lessor practical expedient.

On November 15, 2019, the FASB issued ASU 2019-10 which amended the effective dates for ASC 842, to give implementation relief.

the FASB’s new framework, two “buckets” were defined, bucket 1 includes public companies that are SEC filers but excludes

“Small Reporting Companies” (SRC’s).

Bucket 2 includes all other entities, including SRC’s.

Bucket 2 entities

have to apply ASC 842 for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December

3 - PROPERTY AND EQUIPMENT

Company’s property and equipment relating to continuing operations consisted of the following:

Land & Building

Machinery and equipment

Furniture and Fittings

Computer and office equipment

Motor Vehicle

R & D Equipments

significant adverse changes in the business climate or legal factors;

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

current cash flow

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

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

Recoverability

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

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

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

(p) Stock Compensation Expense

Under the fair value recognition provisions of

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

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

Determining the fair value of stock-based awards

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

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

As of December 31, 2024, the Company has issued

two types of equity incentives:

Stock Options :

These provide employees

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

as per the terms of the stock option agreement.

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

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

Stock Units (Restricted Stock Units, or RSUs):

These do not require the employee to exercise any options.

unit automatically converts into a specified number of shares upon vesting.

The Company uses last three months’ average share price

of common stock on OTC exchange as grant date fair value for RSUs.

The Company recognizes stock-based compensation

expense in the Consolidated Statements of operations and comprehensive loss for both employees and non-employee directors based on the

grant-date fair value of the awards.

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

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

Forfeitures of equity awards are accounted for as they occur.

The Company accounts for equity instruments issued

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

The costs associated with these

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

instruments issued, whichever is more reliably measurable.

(q) Income Taxes

We record income taxes under the asset and liability

method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences

between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to

operating loss and tax credit carry forwards.

The carrying amounts of deferred tax assets are reduced by a valuation allowance if, based

on available evidence, it is more likely than not that such assets will not be realized.

Accordingly, the need to establish valuation

allowances for deferred tax assets is assessed periodically based on the more-likely-than-not realization threshold.

This assessment considers,

among other matters, the nature, frequency, and severity of current and cumulative losses, the duration of statutory carry forward periods,

and tax planning alternatives.

We use a two-step approach in recognizing and measuring uncertain tax positions.

The first step is to evaluate

the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the

position will be sustained on audit, including resolution of related appeals and litigation processes, if any.

The second step is to measure

the largest amount of tax benefit as the largest amount that is more likely than not to be realized upon settlement.

Changes in recognition

or measurement are reflected in the period in which the change in judgment occurs.

Significant management judgment is required in

determining provision for income taxes, deferred tax assets and liabilities, tax contingencies, unrecognized tax benefits, and any required

valuation allowance, including taking into consideration the probability of the tax contingencies being incurred.

Management assesses

this probability based upon information provided by its tax advisers, its legal advisers and similar tax cases.

If at a later time the

assessment of the probability of these tax contingencies changes, accrual for such tax uncertainties may increase or decrease.

The Company has a valuation allowance due to management’s

overall assessment of risks and uncertainties related to its future ability in the U.S.

to realize and, hence, utilize certain deferred

tax assets, primarily consisting of net operating losses (“NOLs”), carry forward temporary differences and future tax deductions.

The effective tax rate for annual and interim

reporting periods could be impacted if uncertain tax positions that are not recognized are settled at an amount which differs from the

Company’s estimate.

Finally, if the Company is impacted by a change in the valuation allowance resulting from a change in judgment

regarding the realizability of deferred tax assets, such effect will be recognized in the interim period in which the change occurs.

(r) Basic and Diluted Loss per Share

The following table sets forth the computation

of basic and diluted earnings per share:

Year ended December 31,

( 19,151,197 )

( 20,878,292 )

Basic weighted average common shares outstanding (b)

Dilutive effect of convertible note (1)

Dilutive effect of stock-based awards

Diluted weighted average common shares outstanding

Earnings per share attributable to SS INNOVATIONS INTERNATIONAL INC.

stockholders:

Basic and Diluted (a)/(b)

(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 year.

Refer Note 10– Notes Payable to the consolidated financial statements for further details.

Basic net loss per share is calculated by dividing

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

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

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

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

(s) Research and Development Costs

Research and development costs are expensed as incurred and include

costs of material, salaries, benefits and other headcount-related costs, contract and other outside service fees, and facilities and overhead

(t) Fair Value of Financial Instruments

Our financial instruments consist principally

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

The carrying amounts of cash and cash equivalents

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

(u) Recent Accounting Pronouncements

In November 2024, FASB issued ASU 2024-03, Income

Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to disaggregate

any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural

expense categories, as applicable:

(1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization,

and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other depletion expenses.

An entity’s share of earnings or losses from investments accounted for under the equity method is not a relevant expense caption

that requires disaggregation.

Such ASU’s amendments are effective for annual reporting periods beginning after December 15, 2026,

and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We are currently evaluating the impact of

this pronouncement on our disclosures and our consolidated financial statements.

In November 2023, FASB issued ASU No.

Segment Reporting (“ASC Topic 280”):

Improvements to Reportable Segment Disclosures.

This ASU improves reportable segment

disclosure requirements on an annual and interim basis for all public entities by requiring disclosure of significant segment expenses

that are regularly reviewed by the chief operating decision maker (“CODM”) and included within each reported measure of segment

profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s

profit or loss and assets.

The ASU also allows, in addition to the measure that is most consistent with U.S.

GAAP, the disclosure of additional

measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted.

We adopted this ASU on December 31, 2024, and

applied the amendment retrospectively to all periods presented in our consolidated financial statements (refer to Note 3, Segments, for

further details).

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

Under this ASU, public entities must annually (1) disclose specific

categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold

(if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income

or loss by the applicable statutory income tax rate).

This ASU’s amendments are effective for all entities that are subject to Topic

740, Income Taxes, for annual periods beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the

impact of this pronouncement on our disclosures.

The Company determines if an arrangement is a

lease at inception of the contract.

The Company’s assessment is based on whether:

(1) the contract involves the use of a distinct

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

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

A lease is classified as a finance lease if any

one of the following criteria are met:

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

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

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

Operating leases are presented within “Right-of-use

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

current portion” in the Company’s consolidated balance sheets.

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

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

to make lease payments arising from the lease arrangement.

Lease liabilities are recognized at commencement date based on the present

value of lease payments over the lease term.

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

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

For leases in which the rate implicit in the

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

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

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

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

of the lease that the Company will exercise that option.

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

basis over the lease term reflecting single operating lease cost.

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

components, which are accounted for separately.

Lease payments that depend on factors other than

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

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

Lease payments include payments for common area maintenance, utilities such

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

as non-lease component.

The Company accounts for lease-related concessions

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

be accounted for as a lease modification.

The Company accounts for a modification as a separate

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

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

Modifications which are not accounted

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

the facts and circumstances as of that date.

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

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

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

is recognized as an expense in Consolidated Statements 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.

Comprehensive Loss

Comprehensive loss consists of net loss and other gains and losses

affecting stockholders’ equity that, under GAAP, are excluded from net loss.

Our other comprehensive loss represents foreign currency

translation adjustment attributable to Indian operations.

Refer to Consolidated Statements of Comprehensive Loss.

Total foreign currency

transaction gains and losses were immaterial for the years ended December 31, 2024, and 2023.

NOTE 3 – SEGMENT INFORMATION

The Company is focused on designing, manufacturing

and marketing an advanced, next-generation and affordable surgical robotic system called the SSi Mantra, and the instruments and accessories

used with SSi Mantra to perform a wide range of soft-tissue, robotically assisted surgeries.

The Company is committed to accelerating

access to surgical robotics technologies in all parts of the world and particularly in underserved regions through a comprehensive ecosystem

of providing an affordable surgical robotic system, its related instruments and accessories backed up by clinical, field service and maintenance

support also provided by the Company.

The systems as well as instruments and accessories are primarily designed, developed and manufactured

by the Company in its manufacturing facility located in India.

During the year ended December 31, 2024, and

2023, the Company’s revenues from within India accounted for 92 % and 91 % respectively of total revenue, while revenue from the Company’s

markets outside India accounted for 8 % and 9 %, respectively, of total revenue.

The Company manages the business activities on a consolidated

basis and operates in one reportable segment.

Our determination that we operate as a single operating segment is consistent

with the financial information regularly reviewed by the chief operating decision maker for purposes of evaluating performance, allocating

resources, setting incentive compensation targets, and planning and forecasting for future periods.

The Company’s Chief Executive Officer is

the Chief Operating Decision Maker (“CODM”).

The CODM utilizes the Company’s long-range plan, which includes product

development, technology refinement plans and long-range selling and financial models, as a key input to resource allocation.

makes decisions on resource allocation, assesses performance of the business, and monitors budget versus actual results using gross margins

and net income / loss from operations.

Significant expenses within income from operations,

as well as within net income / loss, include cost of revenue, research and development, and selling, general and administrative expenses,

which are each separately presented on the Company’s Consolidated Statements of Operations.

Other segment items within net income

include interest and other income, net, and income tax expense.

The Company’s long-lived assets consist

primarily of property, plant and equipment.

As of December 31, 2024, and 2023, 100 % of long-lived assets were in India.

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT, NET

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

Computer & peripheral

Leasehold improvement

Office equipment

Pay Per Use Systems

Plant and machinery

R & D equipment

Server & networking

Leasehold improvements

Property and equipment at cost

Less - accumulated depreciation

Property and equipment, net

expenses for the Year ended December 31, 2023, and 2022 amounted to $ 162,623 and $ 128,901 respectively.

4 – ACCOUNTS RECEIVABLE

receivable consisted of the Year ended December 31, 2023, and December 31, 2022:

Accounts receivable, net of allowances

Long Term Receivable

Accounts receivable, net

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 $ 2,640,341 may not be due and collectible in the next one year and thus the Company classified these receivables as

long-term Receivable.

5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

payable and accrued expenses consisted of the Year ended December 31, 2023 and December 31, 2022:

Capital work in progress

Accumulated depreciation

Depreciation expenses for the year ended December 31, 2024, and December

31, 2023, amounted to $ 436,005 and $ 152,738 respectively.

From its inventory, the Company decided to use

4 systems for demonstration purposes.

As at December 31, 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 5 – REVERSE RECAPITALIZATION

The Transaction

On April 14, 2023 (“Closing” ),

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

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

This agreement was executed among AVRA-SSI Merger

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

Sudhir Srivastava, who,

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

At Closing, Merger Sub merged with and into CardioVentures

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

with ASC 805.

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

determination was based on several factors:

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

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

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

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

Merger Consideration and Share Issuance:

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

financing, were issued 135,808,884 shares of SSII common stock, representing approximately

95 % of the issued and outstanding shares of SSII post-merger, while the existing SSII shareholders

retained approximately 5 % ( 6,545,531 shares) of the post-merger issued shares.

Pursuant to the Merger Agreement, the holders

of CardioVentures’ common stock also received 1,000 shares of newly designated Series A Non-Convertible Preferred Stock (the “Series

A Preferred Shares” ).

These shares:

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

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

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

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

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

Restructuring and Capital Contributions:

with the Merger:

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

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

Sudhir Srivastava, through his holding company, assigned patents, trademarks, and other intellectual property related to its surgical robotic systems to a wholly owned subsidiary of SSII.

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

As a result, Dr.

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

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

Reverse Recapitalization Impact:

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

The fair value of AVRA’s

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

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

NOTE 6 – ACCOUNTS RECEIVABLE

Accounts receivable consisted of:

Accounts receivable, net (current)

Accounts receivable, net (non-current)

Total accounts receivable, net

The Company performed an analysis of the trade receivables related

to SSI-India and determined, based on the deferred payment terms of the contracts, that a $ 3,299,032 (December 31, 2023:

$ 2,365,013 ) may

not be due and collectible in the next one year and thus the Company classified these receivables as non-current.

Details of customers which accounted for 10%

or more of total revenues or 10% or more of total accounts receivables during the years ended December 31, 2024, and 2023:

Percentage of revenue

Percentage of accounts

for year ended

receivable as of

represents less than 1%.

NOTE 7 – CASH, CASH EQUIVALENTS

AND RESTRICTED CASH

For the purpose of consolidated statement of cash

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

December 31, 2023:

Cash and cash equivalents

Fixed Deposit

Lien Against Overdraft Facility

Lien Against Letter of Credit

Lien Against Bank Guarantee

Restricted cash (Current)

Fixed Deposit

Lien Against Bank Guarantee

Lien against Credit card facility

Restricted Cash (Non- current)

Total Cash, cash equivalents and restricted cash

We have classified fixed deposits (FDs), which

are subject to withdrawal restrictions, as restricted cash.

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

as non-current.

The Company has secured a bank overdraft facility

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

This facility includes a withdrawal restriction tied to the fixed

(Refer Note 11 – Bank Overdraft.)

NOTE 8 – PREPAID, CURRENT AND NON- CURRENT

Prepaid, Current and Non-Current Assets consisted

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

Receivables from statutory authorities

Prepaid expense - stock compensation current

Security deposit

Other prepaid- current assets

Prepaid and other current assets

Prepaid expense - stock compensation non-current

Security deposits

Other prepaid- non-current Asset

Prepaid and other non-current assets

Total Prepaid, Current and Non-Current Assets

Prepaid expenses – stock compensation represents

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

Refer Note 20.

Refer Note-21 for Related Party Balances.

NOTE 9 – ACCOUNTS PAYABLE, ACCRUED

EXPENSES AND OTHER CURRENT LIABILITIES

Accounts payable and accrued expenses consisted

of the Year ended December 31, 2024 and December 31, 2023:

Accounts Payable

Payable to statutory authorities

Client liabilities

Salary payable

Other accrued liabilities

Total accounts payable and accrued expenses

payable at $ 900,903 as of December 31, 2023, reflect the amounts due to various vendors of supplies and services in the normal course

of business operations.

Other accrued liabilities as of December 31, 2023, mainly include $ 1,668,146 on account of unrealized deferred

revenue as a result of application of ASC606.

6 - NOTES PAYABLE

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

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

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

Pursuant to the Line of Credit Note, SPL, in its discretion may make multiple advances to the Company through December 31,

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

under the Line of Credit Note do not bear interest and are due and payable on or before the Maturity Date.

SPL may, at its option, convert

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

During the year ended

December 31, 2023 $ 16,980,000 in advances that were outstanding under the Line of Credit Note, were converted into 22,945,946 shares

issued to SPL at the conversion price of $ 0.74 per share and as of December 31, 2023, there were no further advances convertible under

the Line of Credit Note.

Other accrued liabilities

Provision for Gratuity

Other accrued liabilities- non-current

Total accounts payable, accrued expense and other liabilities

Accounts payable at $ 2,312,382 as of December 31, 2024 (December 31,

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

accrued liabilities of $ 1,162,687 as of December 31, 2024 (December 31, 2023:

$ 357,414 ), majorly include accrued expenses of $ 834,291 .

Refer Note-21 for Related Party Balances.

NOTE 10 – NOTES PAYABLE

On April 15, 2023, the Company executed a Convertible

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

(“Sushruta”), the Bahamian holding company

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

Pursuant to the Line of Credit Note,

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

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

The advances under the Line of Credit Note do not bear interest and are due

and payable on or before the Maturity Date.

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

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

During the year ended December 31, 2023, $ 16,980,000 in advances that were outstanding

under the Line of Credit Note, were converted into 22,945,945 shares issued to Sushruta at the conversion price of $ 0.74 per share and

as of December 31, 2023, there were no further advances convertible under the Line of Credit Note.

The Company entered into an Agreement with Andrew

Economos and Dr.

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

The note may be converted

into common shares (without any significant conversion premium on the debt) of the Company’s common stock at valuation of $ 100,000,000 .

As on the date of merger, i.e.

April 14, 2023, Andrew Economos converted $ 3,089,178 (comprising of US$ 3,000,000 of principal and $ 89,178

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

Frederic Moll converted $ 3,049,364 (comprising of US$

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

In February 2024, the Company raised $ 2,450,000 through a private offering

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

investors to finance its ongoing working capital requirements.

These notes are payable in full after 12 months 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 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.

In October and November 2024, the Company raised

$ 500,000 from its affiliate by issuance of One-Year 7 % Promissory Notes to finance its ongoing working capital requirements.

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

In December 2024, the Company raised $ 2,000,000

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

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 $ 1.38 .

Refer Note-21 for Related Party Balances.

NOTE 11 – BANK OVERDRAFT

Bank Overdraft consisted of:

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

HDFC Bank Ltd overdraft (OD2)

Bank overdraft

Overdraft consisted of the Year ended December 31, 2023, and December 31, 2022.

HDFC Bank Limited OD AC 50200060619790

$ ( 4,756,389 )

$ ( 2,762,962 )

HDFC Bank Ltd 50200072074161

$ ( 1,262,537 )

$ ( 360,084 )

Loan payable, current

$ ( 6,018,926 )

$ ( 3,123,046 )

HDFC Bank Overdraft (“ OD ”) against fixed deposits (“ FD(s) ”) of $ 4,756,389 is secured by fixed deposits

of $ 4,960,362 provided by the Company.

During the Year ended December 31, 2023, the Company replaced the fixed deposits earlier provided

Sudhir Srivastava as security for this facility, by the fixed deposits out of its own funds, thereby improving the net working

capital position of the Company.

The HDFC Bank WCOD is secured by all the current assets of the Company.

Both HDFC Bank OD against FDs

as well as HDFC Bank WCOD facilities are additionally secured by personal guarantees provided by Dr Sudhir Srivastava.

April 14, 2023 (“ Closing ”), the Company consummated the acquisition of CardioVentures, Inc., a Delaware corporation

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

by and among the Company, 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.

CardioVentures,

through a subsidiary, owns a controlling interest in Sudhir Srivastava Innovations Pvt.

Ltd., an Indian private limited company (“ SSI-India ”).

Based in Haryana, India, SSI-India is engaged in the business of developing innovative surgical robotic technologies with a vision to

make the benefits of robotic surgery affordable and accessible to a larger part of the global population.

SSII’s product range

includes its proprietary “SSi Mantra” surgical robotic system and a wide range of surgical instruments capable of supporting

a variety of cardiac and other surgical procedures.

The Company now intends to focus on the business of SSI-India and has plans to globally

expand the presence of its technologically advanced, user-friendly, and cost-effective surgical robotic solutions.

to the Merger Agreement, at Closing, Merger Sub merged with and into CardioVentures (the “ Merger ”).

In the Merger,

holders of the outstanding shares of common stock of CardioVentures (including certain parties who provided interim convertible financing

during the pendency of the Merger Agreement, were issued 135,808,884 shares of SSII common stock, representing approximately 95 % of issued

and outstanding shares of SSII common stock post-Merger, with the existing shareholders of SSII holding approximately 6,544,344 shares

of SSII common stock representing approximately 5 % of issued and outstanding shares of SSII common stock post-Merger.

to the Merger Agreement, at Closing, the holders of CardioVentures common stock also received shares of newly designated Series A Non-Convertible

Preferred Stock (the “ Series A Preferred Shares ”).

Series A Preferred Shares vote together with shares of SSII common stock as a single class on all matters presented to a vote of shareholders,

except as required by law, and entitle the holders of the Series A Preferred Shares to exercise 51.0 % of the total voting power of the

The Series A Preferred Shares are not convertible into common stock, do not have any dividend rights and have a nominal liquidation

The Series A Preferred Shares also have certain protective provisions, such as requiring the vote of a majority of Series

A Preferred Shares to change or amend their rights, powers, privileges, limitations and restrictions.

The Series A Preferred Shares will

be automatically redeemed by the Company for nominal consideration at such time as the holders of the Series A Preferred Shares own less

than 50 % of the shares of SSII common stock received in the Merger.

Contemporaneously

with the Closing, the Company also 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.

addition to the foregoing, following Closing, the Company issued 14,029,170 post-Merger shares of SSII common stock to Dr.

Frederic Moll

and one other accredited investor, who each provided $ 3,000,000 in interim financing to the Company pending consummation of the Merger.

Pursuant to his investment agreement with the Company, dated April 7, 2023, which included his $ 3,000,000 investment, and which was described

in and included as an Exhibit to the Company’s Report on Form 8-K, dated April 14, 2023, Dr.

Moll received 7 % of SSII’s post-merger

issued and outstanding common stock on a fully diluted basis or an aggregate of 10,149,232 SSII Shares.

a result of the foregoing, a “ Change in Control ” of the Company occurred, with Dr.

Sudhir Srivastava becoming the

Company’s principal and controlling shareholder.

with consummation of the Merger, Dr.

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

property used in the development, commercialization, manufacturing and sale of its medical and surgical robotic systems and products

(the “ SSII Intellectual Property ”) to a wholly owned subsidiary of SSII.

9 – STOCKHOLDERS’ EQUITY

Company is authorized to issue up to 250,000,000 shares of common stock, $ 0.0001 par value per share plus 5,000,000 shares of preferred

stock, par value $ 0.0001 .

Closing of the Merger on April 14, 2023, 135,808,884 shares of our common stock and 1,000 Series A Preferred Shares were issued to CardioVentures.

This includes common stock that was issued to Dr.

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

financing to the Company pending consummation of the Merger.

Following the Merger an additional 3,818,028 shares of our common stock

were issued to Dr.

Frederic Moll per his interim financing agreement with the Company.

the Year ended December 31, 2023, $ 16,980,000 in advances that were outstanding under the Line of Credit Note, were converted into 22,945,946 shares

issued to Sushruta Pvt Ltd at the conversion price of $ 0.74 per share.

the Year ended December 31, 2023, the Company converted warrants and issued 90,514 shares of our common stock to two accredited investors

at $ 4.00 per share receiving $ 362,056 in total proceeds.

the Year ended December 31, 2023, Farhan Taghizadeh exercised options and received 50,000 shares of common stock at a price of $ 1.00

the year ended on December 31, 2023, the Company issued 3,000 shares of common stock to Henry Gewanter in exchange for advisory services

to be rendered over a 12-month period.

The HDFC Bank overdraft (OD1) of $ 4,486,181 is

availed on the basis of lien on the fixed deposits of $ 5,404,300 provided by the Company.

The HDFC Bank overdraft (OD2) is secured by

all the current assets, plant and machinery of the Company and additionally secured by personal guarantees provided by Dr Sudhir Prem

As of December 31, 2024 and 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

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

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

after each month-end.

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

guarantee from Dr.

Sudhir Prem Shrivastava.

The cash credit facility is sanctioned at an interest

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

day of the subsequent month.

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

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

NOTE 12 – BORROWINGS

As part of our efforts to manage working capital

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

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

This LC was valid for a period of 666 days.

It was classified as a short-term liability

(including interest) for the year ended December 31, 2023, which has been settled by RGCI directly with the Axis Bank during the year

ended December 31, 2024.

Current maturities of long-term debt

NOTE 13 – DEFERRED REVENUE

Contract liabilities (deferred revenue) consist

of advance billings and billing in excess of revenues recognized.

Deferred revenue also includes the amount for which services have been

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

The revenue attributable to the warranty is recognized

over the period to which it relates.

During the year ended December 31, 2024, Company had sold 36 surgical robotic systems.

attributable to warranty for the agreed warranty period in respect of each of the sales contract is deferred for recognition over the

period to which it relates.

In case of systems sold on a deferred payment

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

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

This difference

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

The Company recorded $ 335,222 and $ 151,497 as interest income on account of deferred financing component during the years ended December

31, 2024, and 2023 respectively.

For year ended

Deferred revenue— beginning of period

Net changes in liability for pre-existing contracts

Revenue recognized for warranty sales

Revenue recognized for instrument sales

Deferred revenue— end of period

Deferred revenue expected to be recognized in:

One year or less

More than One year

The following table disaggregates our revenue by major source:

Instruments Sale

Warranty Sales

Total revenue

Revenues for each of the two years in the period

ended December 31, 2024 and 2023 by geographic region (determined based upon customer domicile), were as follows:

South America

NOTE 14 – STOCKHOLDERS’ EQUITY

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

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

The Company has one class of common stock outstanding.

Holders of the Company’s

common stock are entitled to one vote per share.

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

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

Company’s shares of common stock have no preemptive, subscription, redemption or conversion rights.

As of December 31, 2024, there were 171,579,284

(December 31, 2023:

170,711,880 ) issued and outstanding common shares.

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

of common stock.

Preferred stock

The Company is authorized to issue up to 5,000,000 shares of preferred

stock, $ 0.0001 par value per share.

The Company has one class of preferred stock outstanding “ Series A- Preferred Shares ”.

of December 31, 2024, there were 1,000 (December 31, 2023:

1,000 ) issued and outstanding preferred stock.

Common stock issued at the time of Merger

At Closing of the Merger on April 14, 2023, 135,808,884

shares of our common stock and 1,000 Series A Preferred Shares were issued to Cardio Ventures.

This includes common stock that was issued

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

of the Merger.

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

Frederic Moll per his interim

financing agreement with the Company.

Common Stock issued post-Merger

During the year ended December 31, 2023, $ 16,980,000 in

advances that were outstanding under the Line of Credit Note, were converted into 22,945,946 shares issued to Sushruta Pvt Ltd

at the conversion price of $ 0.74 per share.

During the year ended December 31, 2023, the Company

converted warrants and issued 90,514 shares of our common stock to two accredited investors at $ 4.00 per share receiving $ 362,056 in total

In December 2023, the Company received $ 50,000

total proceeds in relation to the issuance of 12,500 shares of common stock upon the exercise of warrants previously sold to three accredited

investors at an exercise price of $ 4.00 per share.

These shares are formally issued to the accredited investor subsequent to the year

end 31 December 2023.

Company has disclosed 12,500 common stock in Consolidated Statements of changes in equity as “Common stock

to be issued”.

During the year ended December 31, 2023, Farhan

Taghizadeh exercised options and received 50,000 shares of common stock at a price of $ 1.00 per share.

During the year ended on December 31, 2023, the

Company issued 3,000 shares of common stock to Henry Gewanter in exchange for advisory services to be rendered over a 12-month period.

The total fair value of such services is $ 24,450 .

The value of services is calculated at fair

market value of shares as on date of contract.

the Year ended on December 31, 2023, the Company issued 50,000 shares of common stock to PCG Advisory, for investor and digital marketing

The total value of such services is $ 100,000 .

the Year ended on December 31, 2023, the Company issued 75,000 shares of common stock to a firm that conducted online investment seminars

in which the Company participated.

Total value of services is $ 500,000 .

the year ended on December 31, 2023, the Company issued 116,348 shares of common stock to Somashekhar S P in exchange for advisory services

to be rendered over a five-year period.

The value of services is calculated at the fair market value of shares as on date of

During the Year ended on December 31, 2023, the

Company issued 50,000 shares of common stock to PCG Advisory, for investor and digital marketing services.

The total value of such services

is $ 100,000 .

During the Year ended on December 31, 2023, the

Company issued 75,000 shares of common stock to Seminars, Inc.

that conducted online investment seminars in which the Company participated.

The total value of services is $ 500,000 .

During the year ended on December 31, 2023, the

Company issued 116,348 shares of common stock to Somashekhar S P in exchange for advisory services to be rendered over a five-year period.

Total fair value of such services is $ 1,045,968 .

The value of services is calculated at fair

market value of shares as on date of contract.

the year ended on December 31, 2023, the Company issued 477,084 shares of common stock to Dr.

Sudhir Kumar Rawal (RSS & Co Ltd) in

exchange for his advisory services to be rendered over a five-year period.

The value of services is calculated at fair market value of shares as on date of contract.

During the year ended on December 31, 2023, the

Company issued 477,084 shares of common stock to Dr.

Sudhir Kumar Rawal (RSS & Co Ltd) in exchange for his advisory services to be

rendered over a five-year period.

The total fair value of such services is $ 4,288,985 .

of services is calculated at fair market value of shares as on date of contract.

the year ended on December 31, 2023, the Company issued 13,816 shares of common stock to Dr.

Van Praet Frank in terms of his contract

for advisory services to be rendered over a five-year period.

The value of services is calculated at fair market

value of shares as on date of contract.

During the year ended on December 31, 2023, the

Company issued 13,816 shares of common stock to Dr.

Van Praet Frank in terms of his contract for advisory services to be rendered over

a five-year period.

The total fair value of services is $ 124,207 .

The value of services is

calculated at fair market value of shares as on date of contract.

the year ended on December 31, 2023, the Company issued 1,860 shares of common stock to Dr.

Amitabh Singh in terms of his contract for

advisory services to be rendered over a five-year period.

The value of services is calculated at fair market value of shares as

on date of contract.

During the year ended on December 31, 2023, the

Company issued 1,860 shares of common stock to Dr.

Amitabh Singh in terms of his contract for advisory services to be rendered over a

five-year period.

The total fair value of services is $ 16,721 .

The value of services is calculated

at fair market value of shares as on date of contract.

the year ended on December 31, 2023, the Company issued 1,480 shares of common stock to Dr.

Ashish Khanna under the terms of his contract

for advisory services to be rendered over a five-year period.

The value of services is calculated at fair market value of shares as on

date of contract.

During the year ended on December 31, 2023, the

Company issued 1,480 shares of common stock to Dr.

Ashish Khanna under the terms of his contract for advisory services to be rendered

over a five-year period.

The total fair value of services is $ 13,305 .

The value of services is calculated

at fair market value of shares as on date of contract.

the year ended on December 31, 2023, the Company issued 5,835 shares of common stock to Dr.

Vivek Bindal under the terms of his contract

for advisory services to be rendered over a five-year period.

The value of services is calculated at fair market value of shares

as on date of contract.

During the year ended on December 31, 2023, the

Company issued 5,835 shares of common stock to Dr.

Vivek Bindal under the terms of his contract for advisory services to be rendered over

a five-year period.

The total fair value of services is $ 52,456 .

The value of services is calculated

at fair market value of shares as on date of contract.

November 27, 2023, the Company issued 169,118 shares of common stock to Chief Financial Officer, Anup Kumar Sethi, which is 20 % of a

total grant of 845,592 shares awarded to him pursuant to the Company’s 2016 Incentive Stock Plan.

The balance of 80 % vests in four

equal annual instalments subject to his remaining employed by the Company or its subsidiaries.

November 27, 2023, the Company issued 549,437 shares of common stock to ninety employees of the Company’s subsidiaries, which is

20 % of a total grant of 2,747,187 shares awarded to such employees pursuant to the Company’s 2016 Incentive Stock Plan.

of 80 % vests in four equal annual instalments subject to such employees remaining employed by the Company or its subsidiaries.

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

10 – COMMITMENTS

Company, through Otto Pvt.

Ltd., a wholly owned subsidiary, is party to employment agreements with each of Dr.

Sudhir Srivastava, Anup

Kumar Sethi and Dr.

The value of services is calculated at fair market value of shares as

on date of contract.

On November 27, 2023, the Company issued 169,118

shares of common stock to Group Chief Financial Officer, Anup Kumar Sethi, which is 20 % of a total grant of 845,592 shares awarded to

him against services pursuant to the Company’s 2016 Incentive Stock Plan.

The balance of 80 % vests in four equal annual instalments

subject to his remaining employed by the Company or its subsidiaries.

On November 27, 2023, the Company issued 549,437

shares of common stock to ninety employees of the Company’s subsidiaries, which is 20 % of a total grant of 2,747,187 shares awarded

to such employees pursuant to the Company’s 2016 Incentive Stock Plan.

The balance 80 % vests in four equal annual instalments subject

to such employees remaining employed by the Company or its subsidiaries.

On March 1, 2024 the Company issued 15,000 shares

of common stock to PCG Advisory, for investor and digital marketing services.

The total value of such services is $ 101,250 .

On August 31, 2024, the Company issued 125,000

shares of common stock to five advisors in exchange for advisory services to be rendered over a 5 year period.

The total value of such

services is $ 40,000 .

The value of services is calculated at the fair market value of shares as of the date of contract.

On November 27, 2024, the Company issued 169,118

shares of common stock to Group Chief Financial Officer, Anup Kumar Sethi, which is second tranche of 20 % of a total grant of 845,592

shares awarded to him against services pursuant to the Company’s 2016 Incentive Stock Plan.

The balance of 60 % vests in three equal

annual instalments subject to his remaining employed by the Company or its subsidiaries.

On November 27, 2024, the Company issued 536,747

shares of common stock to 80 employees of the Company’s subsidiary which is second tranche of 20 % of the total shares awarded to

them in Nov 2023 pursuant to the Company’s 2016 Incentive Stock Plan.

The balance of 60 % vests in three equal annual instalments

subject to such employees remaining employed by the Company or its subsidiaries.

On December 2, 2024, the Company issued 9,034

shares of common stock to an advisory firm in terms of the engagement document signed with them to provide production and graphics services

to the Company.

Holders of common stock are entitled to one vote

for each share of common stock held.

15 – INVENTORY

Inventory for the year ended consisted of the

following as on:

Raw materials (includes goods in transit $ 969,959 (December 31, 2023:

Work-in-progress

Finished goods

NOTE 16 – LEASES

The Company conducts its operations using facilities

leased under operating lease agreements that expire at various dates.

The following is a summary of operating lease

assets and liabilities:

Operating leases

ROU operating lease assets

Current portion of operating lease

Non Current portion of operating lease

Total lease liabilities

Operating leases 2024 2023

Weighted average remaining lease term (years)

Ilabs Info Technology 3rd Floor 5.19 6.19

Ilabs Info Technology 1st Floor 5.58 -

Ilabs Info Technology Ground Floor 7.42 8.42

Village Chhatarpur-1849-1852-Farm 0.58 1.58

Weighted average discount rate

Ilabs Info Technology 3rd Floor 12 % 12 %

Ilabs Info Technology 1st Floor 12 % -

Ilabs Info Technology Ground Floor 12 % 12 %

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

Supplemental cash flow and other information related

to leases are as follows:

Year ended December 31

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

Operating cash outflows for operating leases

Maturities of lease liabilities as of December

31, 2024 were as follows:

2030 and thereafter

Total Lease Payment

Imputed Interest

Present value of lease liabilities

17 – INCOME TAX

has not recorded income tax benefits for the net operating losses incurred during the years ended December 31, 2024, and 2023 nor for

other deferred tax assets generated, due to its uncertainty of realizing a benefit from those items .

The components

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

Year ended December 31,

( 17,924,310 )

( 16,672,162 )

( 1,226,887 )

( 4,206,130 )

( 19,151,197 )

( 20,878,292 )

The Company has federal and state net operating

losses as of December 31, 2024, and 2023.

has not recorded any amounts for unrecognized tax benefits as of December 31, 2024, and 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 consolidated statements of operations and comprehensive

loss for the years ended December 31, 2024, and 2023.

is subject to taxation in the United States and India.

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

The effective

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

Year ended December 31,

Accounting income / (loss) before income tax

( 19,151,197 )

( 20,878,292 )

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

( 4,021,752 )

( 4,384,441 )

Foreign tax rate differential

( 1,078,990 )

Non-deductible expenses

Excess tax benefit / (expense) on depreciation

Excess tax expense on security deposit

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

Income tax expense/(benefit)

recorded nil income tax expense for the years ended December 31, 2024, and 2023 due to losses in current year and prior year and

it does not expect to recover the tax benefit on the losses incurred during the years ended December 31, 2024, and 2023.

The components

of the deferred tax balances were as follows:

Deferred tax assets:

Net operating loss carry forwards

Net operating loss

Lease payments

Credit loss reserve

Valuation allowance

( 9,150,495 )

( 5,145,040 )

Deferred tax assets

Deferred tax liabilities:

Depreciation and amortization

Deferred tax liabilities

Net deferred tax assets/liability

Deferred tax assets and liabilities are recognized

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

and their respective tax bases and operating loss carry forwards.

The Company performed an analysis of the realizability of deferred tax

assets as of December 31, 2024, and 2023 and recorded a valuation allowance of $ 9,150,495 and $ 5,145,040 respectively.

NOTE 18 – EMPLOYEE BENEFIT PLAN

The Company’s Gratuity Plan in India provides

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

salary and years of employment with the Company.

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

unit credit method.

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

Actuarial gains or losses or prior

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

The Gratuity Plan is unfunded, and the company

does not make contributions to the plan assets.

The benefit obligation has been measured as of

December 31, 2024, and 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:

Year ended December 31,

Change in projected benefit obligation

Projected benefit obligation as of January 1

Interest cost

Benefits paid

Actuarial loss (^)

Effect of exchange rate changes

Projected benefit obligation as of December 31

Unfunded status as of December 31

Unfunded amount recognized in the consolidated balance sheets

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

Current liability (included under accrued expenses and other current

Total accrued liability

Accumulated benefit obligation as of December 31

(^) During the years ended December 31, 2024, and 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 Consolidated Statements of operations and comprehensive loss and actuarial loss reclassified from AOCI, were as follows:

Year ended December 31,

Interest cost

Expected return on plan assets

Amortization of actuarial loss, gross of tax

Net gratuity cost

The components of retirement benefits included

in AOCI, excluding tax effects, were as follows:

Year ended December 31,

Net actuarial loss

Amount recognized in AOCI, excluding tax effects

The weighted average actuarial assumptions used to determine benefit

obligations and net gratuity cost were:

Discount rate

Rate of increase in compensation levels

The Company evaluates these assumptions annually

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

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

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

Expected benefit payments during the year ending December 31,

NOTE 19 – FAIR VALUE MEASUREMENT –

FINANCIAL INSTRUMENTS

Assets and liabilities recorded at fair value

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

The levels of the fair value hierarchy

observable inputs such as quoted prices in active markets.

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

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

The company’s financial assets which are

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

The company does not have financial assets which

are measured using Level I or Level II inputs.

Carrying value and fair value of Level III Financial

assets and liabilities:

Carrying Value

Financial Assets

Account receivables net (1)

Other non-current financial assets (2)

Financial Liabilities

Lease liabilities (3)

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

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

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

Company has calculated the fair value of security deposit at present value of future receipt using discount rate of 7 % 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 16 Lease).

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

restricted cash, prepaid and other current assets, note payable, Bank overdraft facility and account payable for which fair values approximate

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

NOTE 20 – STOCK COMPENSATION EXPENSES

Stock options to Employees:

The Company grants shares of the Company’s common stock, par

value $ 0.0001 to certain employees under the Company’s 2016 stock incentive plan.

The price at which the Grantee shall be entitled

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

The Shares shall

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

vesting in four equal annual installments on the first, second, third and fourth anniversaries of the Grant Date provided that the Grantee

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

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

Restricted Stock Award to Employees :

The Company grants restricted shares of the Company’s common

stock, $ 0.0001 per value to certain employees under the company’s 2016 stock incentive plan.

The grant of restricted share is made

in consideration of services to be rendered by the Grantee to the Company.

The Restricted Stock Award shall vest as to twenty percent

( 20 %) of the Restricted Shares covered thereunder as of the Grant Date, with the balance of the Restricted Shares covered thereunder vesting

in four equal annual installments on the first, second, third and fourth anniversaries of the Grant Date, subject to the Grantee’s

continued employment by the Company, as provided for in the Plan.

Unvested portions of the Restricted Stock Award may not be transferred

at any time, except to the extent provided for in the Plan.

Until the Restricted Stock Award granted under this Agreement vests in accordance

with the terms hereof, the Grantee shall have no rights as a shareholder (including, without limitation, voting and dividend rights) with

respect to any of the Restricted Shares covered by the Restricted Stock Award.

Stock Options issued to Doctors/Proctors/Advisors

(“Advisor’s”) :

The Company issues shares of the Company’s common stock (“Advisory Shares”) to

retain and compensate certain Advisors for performing services for the Company and in exchange for the compensation, which is issued

in a phased manner as determined by the company.

The “Services” include but are not limited to (a) providing proctoring and

medical advisory services, (b) advising the Company on the development of surgical robotics procedures and improvements in design and

technology (c) participation in case of observation and performance of live surgeries, and (d) disseminating information about the Company’s

products in various scientific meetings and surgical robotic conferences globally (e) investor’s digital marketing support.

Company issues such Advisory Shares in a phased manner commensurate with the period over which the services are to be performed, as determined

by the Company.

Stock Options

Stock options activity for the year ended December 31,

2024, was as follows:

Weighted average

Unvested balance as of December 31, 2023

Unvested balance as of December 31, 2024

Weighted average

Exercisable balance as of December 31, 2024

Stock options activity for the year ended December 31,

2023, was as follows:

Unvested balance as of December 31, 2022

Unvested balance as of December 31, 2023

Weighted average

Exercisable balance as of December 31, 2023

The aggregate fair value of the stock options vested was $ 7,540,276

and $ 2,883,469 during the year December 31, 2024 and 2023 respectively.

The options vested during the year were not exercised at the end

of the year December 31, 2024.

Further there were no stock options issued during the year December 31, 2024.

Restricted Stock Awards (RSA)

Restricted Stock Awards activity for the year

ended December 31, 2024, was as follows:

Weighted average

Unvested balance as of December 31, 2023

Unvested balance as of December 31, 2024

Weighted average

Exercisable balance as of December 31, 2024

Restricted Stock Awards activity for the year

ended December 31, 2023, was as follows:

Weighted average

Unvested balance as of December 31, 2022

Unvested balance as of December 31, 2023

Weighted average

Exercisable balance as of December 31, 2023

During the year ending December 31, 2024, 705,865

RSU were exercised and issued to employees of total common stock of $ 5,477,512 .

The aggregate vesting date fair value of RSUs vested was $ 5,477,512

and $ 5,575,995 during the years ended December 31, 2024, and 2023 respectively.

Advisory shares:

Common stock issued to consultants as advisory

shares during the year as follows:

Fair value on grant date

Unvested shares in the beginning

Shares granted during the year

Unvested share at year end

During the year ending December 31, 2024, 149,034

advisory shares were exercised and issued to advisors of total common stock of $ 171,250 .

The aggregate vesting date fair value of Advisory

shares vested was $ 418,694 and $ 5,633,147 during the year ended December 31, 2024 and year ended December 31, 2023 respectively.

Stock compensation expenses

During the year ended December 31, 2024, the Company

has recorded share compensation expense of $ 14,342,784 in relation to stock options, RSU and Advisory shares as follows:

Stock options

Restricted stock units (RSU)

Advisory shares

Total stock compensation expenses

Stock option model & assumptions

The Black-Scholes-Merton option pricing model

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

to acquire stock granted under the stock options plans.

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

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

stock that were granted during the years ended December 31, 2024, and 2023, were as follows:

Year ended December 31, 2024

Options Stock

Options Restricted

Grant date February 13,

2024 November 27,

2023 November 27,

Fair value on grant date $ 1.39 $ 3.41 $ 7.76

Risk free interest rate 4.40 % 4.40 % 4.40 %

Expected volatility 25.00 % 18.50 % 18.50 %

Exercise prices $ 5.00 $ 5.00 $ 0.0001

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

Expected term of vesting 2.5 years 4 years 4 years

As share-based compensation expense recognized

in the Consolidated Statements of operations and comprehensive loss during the years ended December 31, 2024, and 2023, is based on awards

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

As of December 31, 2024, there was $ 8,650,405 ,

$ 16,432,560 (December 31, 2023:

$ 11,265,277 , $ 21,784,566 ) of total unrecognized compensation expense related to unvested stock options

and restricted stock units respectively, to acquire common stock under the 2016 Inventive Stock plan.

The unrecognized compensation expense

is expected to be recognized over a weighted-average period of 2.91 years for unvested stock options and restricted stock units for rights

granted to acquire common stock under 2016 Incentive Stock Plan.

NOTE 21 – RELATED PARTY

The details of transactions and balances outstanding

with the related parties for the year ended December 31, 2024 and 2023 are as follows:

Transactions during the year:

Expenses incurred on behalf of affiliates

Srivastava Robotic Surgery Pvt Ltd

SS International Centre For Robotics Surgery Pvt Ltd

Sudhir Srivastava Medical Innovations Pvt Ltd

Telegnosis Private Limited

Reimbursements payable

Sudhir Prem Srivastava

ESOP expenses

Frederic H Moll

Sudhir Prem Srivastava

Vishwajyoti P.

Sudhir Srivastava’s employment agreement is for a five-year period expiring

in September 2026 and provides for an annual base salary of $ 600,000 .

Sethi’s employment agreement is for a five-year ( 5 -year)

period expiring in January 2028 and provides for an annual base salary of $ 175,000 .

Srivastava, M.D

Consultancy charges and other perquisites

Sudhir Prem Srivastava

Vishwajyoti P.

Srivastava’s employment

agreement is for a five-year period expiring in September 2026 and provides for an annual base salary of $ 200,000 .

Each of the employment

agreements contain customary confidentiality, assignment of proprietary rights, non-competition and non-solicitation provisions.

December 2022, the Company was party to an employment agreement with Barry F.

Cohen, its then Chairman and Chief Executive Officer, which

had a term expiring on June 30, 2024 and provided for a base salary of $ 15,000 per month.

The employment agreement also provided for

reimbursement of other reasonable business expenses incurred by Mr.

Cohen in the performance of his duties and contained confidentiality

and non-competition provisions.

In December 2022, in contemplation of completion of the CardioVentures Merger, the board cancelled the

employment agreement with Mr.

Cohen and in return paid him the balance of payments due per such agreement through the end of its term.

completion of the CardioVentures Merger on April 14, 2023, the Company entered into a new employment agreement for a three-year ( 3 -year)

period expiring in April 2026 , which provides for an annual base salary of $ 180,000 .

The employment agreement also provides for reimbursement

of other reasonable business expenses incurred by Mr.

Cohen in the performance of his duties and contains customary confidentiality,

assignment of proprietary rights, non-competition and non- solicitation provisions.

of the employment agreements contain customary confidentiality, assignment of proprietary rights, non-competition, and non-solicitation

Company occupies office and laboratory space in Orlando, Florida under a lease agreement that expired on July 31, 2018 .

Effective August

1, 2018, and expiring July 31, 2019 , the Company signed a new agreement, with monthly payments of $ 1,829.25 plus applicable sales tax.

Effective August 1, 2019, the Company signed a year lease agreement, providing that the Company pay insurance, maintenance, and taxes

with a monthly lease expense of $ 2,454.75 plus applicable sales tax.

Effective January 15, 2020, the Company amended its August 1, 2019,

lease agreement reducing its monthly lease payment to $ 2,223 plus applicable sales tax.

the Company signed a lease that was effective

August 1, 2020, through July 31, 2021, which provides that the Company pay insurance, maintenance, and taxes with a monthly lease expense

of $ 1,474.17 plus applicable sales tax.

November 1, 2022, the Company signed an amendment which further modified the August 1, 2020, agreement, reducing the monthly lease expense

to $ 404.68 including applicable sales tax.

Either party may cancel the agreement at any time with 30 days’ notice.

31, 2023, the Company relocated its Orlando facility to a new location at 11583 University Blvd, Orlando FL 32817.

The Company occupies

that space on a month-to-month basis at a cost of $ 194 per month.

Company, through its SSI-India subsidiary, occupies office, manufacturing, and assembly space in Gurugram, Haryana (India) under a lease

agreement entered into in March 2021, with monthly payments of $ 16,528 plus applicable taxes.

Srivastava, M.D

Proceeds from notes issued

Sushruta Private Limited

Interest expense on notes

Sushruta Private Limited

Conversion of notes into common stock

Sushruta Private Limited

Balances outstanding as on year end:

Balance receivable / (payable)

Accrued expenses & other current liabilities:

Sushruta Private Limited

Vishwajyoti P.

Srivastava, M.D

Prepaids and other current assets:

Srivastava Robotic Surgery Pvt Ltd

SS International Centre For Robotics Surgery Pvt Ltd

Cardio Bahamas^

SSI PTE Singapore^

Sudhir Prem Srivastava^

Sudhir Srivastava Medical Innovations Pvt Ltd

Telegnosis Private Limited

Sushruta Private Limited

Notes payable:

Sushruta Private Limited

( 6,000,000 )

For these balances, Dr.

Sudhir Prem Srivastava is considered

as the ultimate beneficial owner, and the settlement is expected to be made on net basis.

Accordingly, these balances have been disclosed

under prepaids and other current assets.

NOTE 22 – COMMITMENTS

The Company, through its SSI-India subsidiary, occupies office, manufacturing,

and assembly space in Gurugram, Haryana (India) under a lease agreement entered into in March 2021, with monthly payments of $ 24,384 plus

applicable taxes.

This lease expires in March 2030.

June 1, 2023, the SSI-India subsidiary signed another lease agreement to occupy an additional space of 21,600 sq ft on the ground floor

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

This lease provides

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

11 – RELATED PARTY TRANSACTIONS

of December 31, 2023, and December 31, 2022, there was $ 1,466,462 and $ 1,570,833 in amounts due from related parties, respectively.

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

Loans payable by related parties balance is across the Company and its subsidiaries in the normal course of business.

All such loans

are non-interest bearing and are repayable on demand.

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

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

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

Pursuant to the Line of Credit Note, SPL, in its discretion may make multiple advances to the Company through December 31,

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

under the Line of Credit Note do not bear interest and are due and payable on or before the Maturity Date.

SPL may, at its option, convert

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

During the year ended

December 31, 2023 $ 16,980,000 in advances that were outstanding under the Line of Credit Note, were converted into 22,945,946 shares

issued to SPL at the conversion price of $ 0.74 per share and as of December 31, 2023, there were no further advances convertible under

the Line of Credit Note.

12 – SUBSEQUENT EVENTS

of Registration Statement (Form S-1) with the Securities Exchange Commission:

February 14, 2024, we filed a preliminary prospectus/registration statement (Form S-1) with the Securities Exchange Commission.

February 13, 2024, the Company granted 3,350,221 stock options to Dr Sudhir Prem Srivastava to purchase common stock of the Company under

Company’s Incentive Stock Plan.

These options vested as of the grant date and can be exercised at a price of $ 5.00 per Share subject

to adjustment pursuant to the terms of the Plan.

The options to the extent vested and not exercised expire five years from the date of

grant or earlier as provided for in the Incentive Stock Plan.

the month of February 2024, through February 14, 2024, the Company raised $ 2.45 million through 7 % One-Year Convertible Promissory Notes

(“Notes”) from two affiliates ($ 1,000,000 each) and $ 450,000 from other investors to finance its ongoing working capital

requirements.

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

at the election of noteholder at any time through the maturity date at a per share price of $ 4.45 .

Effective June 01, 2023, the Company’s SSI-India subsidiary signed another lease

agreement to occupy additional space in Gurugram, to further expand its manufacturing and assembly capacity.

This lease provides for a

monthly payment of $ 16,144 plus taxes and expires on May 31, 2032 , subject to further renewal on mutually acceptable terms.

Further effective

from August 1, 2024 SSI-India subsidiary signed another lease agreement to occupy additional space in Gurugram, to further expand its

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

In August 2023, SSI-India leased

a house pursuant to the terms of an employment agreement with Dr.

Sudhir Srivastava to provide residential accommodation for Dr Sudhir

This lease provides for a monthly payment of $ 17,995 plus taxes.

As of December 31, 2024, the Company had committed

to spend approximately $ 27,647 under agreements to purchase property and equipment.

This amount is net of capital advances paid which

are recognized in consolidated balance sheets as “Capital work in progress” under “Property, plant and equipment.”

NOTE 23 – SUBSEQUENT EVENTS

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

by way of issuing two 7 % One-Year Convertible Promissory Notes (“Convertible

Notes”) of $ 5,000,000 each and one 7 % One Year Convertible Promissory Note of $ 10,000,000 for Company’s long-term working

capital needs.

February 2025, the Company paid $ 4,142,637 towards repayment of five 7 % One-Year Promissory Notes totaling to $ 4,000,000 raised from

Sushruta Pvt Ltd., on various dates during the year 2024, along with interest due thereon.

February 2025, the Company paid $ 1,068,849 towards repayment of one 7 % One-Year Convertible Promissory Notes of $ 1,000,000 raised from

Andrew Economos along with the interest due thereon.

February 2025, the Company converted Convertible Notes worth $ 22,000,000 (including $ 20,000,000 raised in the month of January 2025),

along with the interest accrued thereon, issued to Sushruta Pvt Ltd.

into 16,046,814 common shares of the Company.

February 2025, the Company converted three 7 % One Year Convertible Promissory Notes totaling to $ 450,000 along with the interest accrued

thereon, into 108,048 common shares of the Company as per the conversion rights exercised by the note holders.

March 2025, the Company raised another $ 8,000,000 from Sushruta Pvt Ltd by issuing a 7 % One-Year Convertible Promissory Note for long-term

working capital requirements of the Company and on March 31, 2025 converted these notes along with the interest accrued thereon, into

5,811,554 common shares of the Company.

March 2025, the Company issued 7,858 common shares to one ex-employee and 2,619 common shares to an ex-director of the Company on cash-less

conversion of the options held by them as per the terms of the Stock Option Agreement options executed by them with the Company.

April 2025, the Company issued 3,163 shares of common stock to an advisory firm in terms of the engagement document signed with them

to provide production and graphics services to the Company.

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-K

Item 9A. Controls and Procedures