FINANCIAL STATEMENTS | NOTE 1 – FINANCIAL STATEMENTS Organization 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. On April 14, 2023, a wholly owned subsidiary of the Company, AVRA-SSI Merger Corporation (Merger Sub) merged with CardioVentures, Inc., a Delaware corporation (“CardioVentures”), the indirect parent of Sudhir Srivastava Innovations Pvt. Ltd., an Indian private limited company engaged in the business of developing innovative surgical robotic technologies. As a result of the transaction, a “change in control” of the Company took place. In addition, among other matters, the Company changed its name to “SS Innovations International, Inc.” and implemented a one for ten reverse stock split. The financial statements, financial information, share and per share information contained in this report reflect the operations of both the Company and CardioVentures and give actual effect to the reverse stock split. The Transaction (Note 4) was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method, AVRA was treated as the “acquired” company (“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. GAAP”). The accompanying financial statements have been prepared on a consolidated basis and reflect the financial statements of SS Innovations International, Inc. and all of its subsidiaries (“Group”). The standalone financial statements of subsidiaries are fully consolidated on a line-by-line basis. Intra-group balances and transactions, and gains and losses arising from intra-group transactions, are eliminated while preparing 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 under U.S. GAAP. Restatement of Previously Issued Financial Statements for Correction of Errors The Company restated the accompanying consolidated balance sheets, consolidated statements of operations and comprehensive loss, consolidated statement of cash flows for the years ended December 31, 2023 and December 31, 2022, as previously reported in its Form 10-K to reflect the correction of errors arising out of: i. Accounting for the merger transaction ii. Functional / other reclassification iii. Recognition of revenue in case of deferred payment sales iv. Recognition of right of use of certain assets and liabilities v. Errors / Adjustments Restatement in 2023 Summary of restatements made in Consolidated Balance Sheets, Consolidated Statements of operations and comprehensive loss and Consolidated Statements of cash flows as of December 31, 2023 and for the year ended 2023 are as follows: Consolidated Balance Sheets: Particulars As As Changes Accounting Functional / Other reclassification² Recognition Recognition Errors / Adjustments⁴ ASSETS Current Assets: Cash and cash equivalents 2,022,276 2,022,276 - - - - - - Restricted cash 5,010,725 5,029,650 18,925 - 18,925 - - - Accounts receivable, net 1,647,274 1,901,244 253,970 - 275,328 (555,157 ) - 533,799 Receivable from related party - 1,567,559 1,567,559 - 1,466,463 - - 101,096 Inventory, net 6,327,256 7,017,913 690,657 - - - - 690,657 Prepaid and other current assets 3,375,168 3,890,017 514,849 (8,678 ) (300,033 ) - - 823,560 Total Current Assets 18,382,702 21,428,659 3,045,957 (8,678 ) 1,460,683 (555,157 ) - 2,149,112 Non- Current Assets Property, plant, and equipment, net 790,164 706,405 (83,759 ) (2,283 ) (277 ) - - (81,199 ) Right of use asset 2,199,418 2,657,554 458,136 - - - 458,136 - Accounts receivable, net 2,640,341 2,365,013 (275,328 ) - (275,328 ) - - - Restricted cash - 35,919 35,919 - 35,919 - - - Receivable from related party 1,466,463 - (1,466,463 ) - (1,466,463 ) - - - Prepaids and other non current assets - 4,322,444 4,322,444 - 241,881 - - 4,080,563 Total Non-Current Assets 7,096,386 10,087,335 2,990,949 (2,283 ) (1,464,268 ) - 458,136 3,999,364 Total Assets 25,479,088 31,515,994 6,036,906 (10,961 ) (3,585 ) (555,157 ) 458,136 6,148,476 LIABILITIES AND STOCKHOLDERS’ EQUITY / (DEFICIT) Current Liabilities: Bank overdraft facility 6,018,926 6,018,926 - - - - - - Current maturities of long-term debt - 510,189 510,189 - - - - 510,189 Current portion of operating lease liabilities 288,988 396,784 107,796 - - - 107,796 - Accounts payable 900,903 901,552 649 - - - - 649 Deferred tax liability 20,482 - (20,482 ) - - - - (20,482 ) Deferred revenue - 156,330 156,330 - - 156,330 - - Other accrued liabilities 2,041,372 489,939 (1,551,433 ) (5,700 ) (939,150 ) (728,996 ) - 122,413 Total Current Liabilities 9,270,671 8,473,720 (796,951 ) (5,700 ) (939,150 ) (572,666 ) 107,796 612,769 Operating lease liabilities, less current portion 1,910,432 2,351,113 440,681 - - - 440,681 - Deferred revenue - 939,150 939,150 - 939,150 - - - Other accrued liabilities - 33,933 33,933 - - - - 33,933 1,910,432 3,324,196 1,413,764 - 939,150 - 440,681 33,933 Total Liabilities 11,181,103 11,797,916 616,813 (5,700 ) - (572,666 ) 548,477 646,702 Stockholders’ (deficit) equity: Preferred stock, authorized 5,000,000 shares of Series A, Non-Convertible Preferred Stock, $0.0001 par value per share; 5,000 shares and nil 1 1 - - - - - - Common stock, 250,000,000 shares authorized, $0.0001 par value, 170,711,880 shares issued and outstanding as of December 31, 2023 17,072 17,072 - - - - - - Accumulated other comprehensive income (loss) (329,100 ) (195,499 ) 133,601 - 162,384 - - (28,783 ) Common stock to be issued, 12,500 shares 50,000 50,000 - 50,000 - - - Additional paid in capital 49,039,341 43,457,937 (5,581,404 ) (13,042,805 ) (50,000 ) - - 7,511,402 Capital reserve 899,917 899,917 - - - - - - Accumulated deficit (35,329,246 ) (24,511,350 ) 10,817,896 13,037,544 (165,970 ) 17,509 (90,341 ) (1,980,845 ) Total stockholders’ (deficit) equity 14,297,985 19,718,078 5,420,093 (5,261 ) (3,586 ) 17,509 (90,341 ) 5,501,774 Total liabilities and stockholders’ (deficit) equity 25,479,088 31,515,994 6,036,906 (10,961 ) (3,586 ) (555,157 ) 458,136 6,148,476 Consolidated Statements of operations and comprehensive loss: Particulars As As Changes Accounting for the merger transaction¹ Functional / Other reclassification² Recognition of revenue in case of deferred payment sales³ Recognition Errors / Adjustments⁴ REVENUE: System sales 5,692,721 5,225,777 (466,944 ) - (647,766 ) 180,822 - - Instrument sales - 647,766 647,766 - 647,766 - - - Warranty sales 186,989 1,771 (185,218 ) - - (185,218 ) - - Total revenue 5,879,710 5,875,314 (4,396 ) - - (4,396 ) - - Cost of revenue (5,166,263 ) (5,149,786 ) 16,477 - (258,422 ) - (212,639 ) 487,538 GROSS PROFIT 713,447 725,528 12,081 - (258,422 ) (4,396 ) (212,639 ) 487,538 OPERATING EXPENSES: Research & development expense 576,168 1,058,660 482,492 - 343,400 - 139,092 - Stock compensation expense 13,425,319 9,723,492 (3,701,827 ) (1,592,309 ) - - - (2,109,518 ) Depreciation and amortization expense - 152,738 152,738 - 153,507 - - (769 ) Selling, general and administrative expense 5,164,713 10,064,622 4,899,909 (874,991 ) 844,497 - 214,101 4,716,302 Salaries & payroll expenses 2,215,620 - (2,215,620 ) - (2,215,620 ) - - - TOTAL OPERATING EXPENSES 21,381,820 20,999,512 (382,308 ) (2,467,300 ) (874,216 ) - 353,193 2,606,015 Loss from operations (20,668,373 ) (20,273,984 ) 394,389 2,467,300 615,794 (4,396 ) (565,832 ) (2,118,477 ) OTHER INCOME (EXPENSE): Interest expenses (523,356 ) (894,621 ) (371,265 ) - (214,164 ) - - (157,101 ) Origination fees 120,000 - (120,000 ) - - - - (120,000 ) Interest and other income, net 129,758 290,313 160,555 (827 ) 9,885 151,497 - - TOTAL OTHER INCOME (EXPENSE), NET (273,598 ) (604,308 ) (330,710 ) (827 ) (204,279 ) 151,497 - (277,101 ) LOSS BEFORE INCOME TAXES (20,941,971 ) (20,878,292 ) 63,679 2,466,473 411,515 147,101 (565,832 ) (2,395,578 ) Income tax expense - - - - - - - - NET LOSS (20,941,971 ) (20,878,292 ) 63,679 2,466,473 411,515 147,101 (565,832 ) (2,395,578 ) Consolidated statements of other comprehensive loss NET LOSS (20,941,971 ) (20,878,292 ) 63,679 2,466,473 411,515 147,101 (565,832 ) (2,395,578 ) Foreign currency translation gain/(loss) (344,621 ) (243,089 ) 101,532 101,532 Retirement benefit (net of tax) - (7,009 ) (7,009 ) (7,009 ) TOTAL COMPREHENSIVE LOSS (21,286,592 ) (21,128,390 ) 158,202 2,466,473 411,515 147,101 (565,832 ) (2,301,055 ) Consolidated statement of cash flows: Particular As As Changes Accounting 1 Functional / Other reclassification 2 Recognition 3 Recognition 3 Errors / Adjustments 4 Cash flows from operating activities: Net loss (20,941,971 ) (20,878,292 ) 63,679 2,466,473 411,515 147,101 (565,832 ) (2,395,578 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation & amortization 162,624 152,738 (9,886 ) - - - - (9,886 ) Operating lease expense - 35,902 35,902 - - - 35,902 - Interest expense (net) 138,541 604,308 465,767 - 421,217 - - 44,550 Shares issue to investor and advisors 600,000 5,063,799 4,463,799 - - - - 44,63,799 Stock compensation expense 13,430,704 9,723,492 (3,707,212 ) (1,592,309 ) - - - (2,114,903 ) Changes in operating assets and liabilities: Accounts receivable, net (1,054,961 ) (3,071,640 ) (2,016,679 ) - (2,488,844 ) 468,691 - 3,474 Inventory, net (5,471,479 ) (6,113,810 ) (642,331 ) - - - - (642,331 ) Receivables from / payable to related parties - (613,733 ) (613,733 ) - (512,637 ) - - (101,096 ) Deferred revenue - 1,051,563 1,051,563 - - 1,051,563 - - Prepaids and other current assets - (1,920,495 ) (1,920,495 ) - (2,987,486 ) - - 1,066,991 Accounts payable 282,051 736,075 454,023 - 453,376 - - 647 Deferred tax liability (115 ) - 115 - - - - 115 Prepaids and other non current assets (2,674,248 ) (155,950 ) 2,518,298 - (684,542 ) - - 3,202,840 Lease payment 288,982 - (288,982 ) - - - (288,982 ) - Other accrued liabilities 1,787,995 15,149 (1,772,846 ) 45,529 (1,234,668 ) (728,99 ) - 145,289 Net cash used in operating activities (13,451,877 ) (15,370,894 ) (1,919,016 ) - - - - - Cash flows from investing activities: Notes receivables - acquisition 3,000,000 - (3,000,000 ) (3,000,000 ) - - - - Long term receivable (2,640,341 ) - 2,640,341 - 2,640,341 - - - Receivable from related party 104,371 (104,371 ) - (162,376 ) - - 58,005 Purchase of / proceeds from sale of property, plant and equipment (2,763,385 ) (444,077 ) 2,319,308 9,116 - - - 2,310,192 Sale of fixed Assets - - - - - - - - Net cash used in investing activities (2,299,355 ) (444,077 ) 1,855,278 - - - - - Cash flows from financing activities: Proceed from issuance of common stock against warrant and options - 412,056 412,056 - 50,000 - - 362,056 Proceeds of Bank overdraft Facility (net) (2,051,353 ) - 2,051,353 - - - - 2,051,353 Repayment of term loan (120,880 ) (126,505 ) (5,625 ) - 1,131 - - (6,756 ) Proceeds from securities offering 808,244 - (808,244 ) - - - - (808,244 ) Repayment of warrants (12,360 ) - 12,360 - - - - 12,360 Proceeds from issuance of convertible notes to principal shareholder 22,980,000 16,980,000 (6,000,000 ) (6,000,000 ) - - - - Proceeds from issuance of convertible notes to other investors - 3,000,000 3,000,000 3,000,000 - - - - Proceeds from warrant exercised pending allotment 100,000 50,000 (50,000 ) - (50,000 ) - - - Repayments of Notes payable (7,000,000 ) - 7,000,000 7,000,000 - - - - Proceed from bank overdraft facility (net) - 2,480,735 2,480,735 - - - - 2,480,735 Right of use liability, non current portion 1,910,432 - (1,910,432 ) - - - - (1,910,432 ) Net cash provided by financing activities 16,614,083 22,796,286 6,182,203 Net change in cash 862,849 6,981,315 6,118,466 Effect of exchange rate on cash (344,621 ) (168,095 ) 176,527 Cash at beginning of year 1,504,049 274,625 (1,229,424 ) Cash at end of year 2,022,277 7,087,845 5,065,568 Restatements in 2022 Summary of restatements made in Consolidated Balance Sheets, Consolidated Statements of operations and comprehensive loss and Consolidated Statements of cash flows as of December 31, 2022 and for the year ended 2022 are as follows: Consolidated balance sheet: Particulars As Previously Reported As Restated Changes Accounting Functional / Other reclassification² Recognition Recognition Errors / Adjustments⁴ ASSETS Current Assets: Cash and cash equivalents 1,504,049 217,177 (1,286,872 ) (1,351,364 ) 63,492 - - 1,000 Restricted cash 63,492 57,448 (6,044 ) - (6,044 ) - - - Accounts receivable, net 592,313 156,857 (435,456 ) - (886,263 ) (86,467 ) - 537,274 Receivable from related party - 1,628,839 1,628,839 - 1,628,839 - - - Notes receivable 3,000,000 - (3,000,000 ) (3,000,000 ) - - - - Inventory, net 855,777 904,103 48,326 - - - - 48,326 Prepaid and other current assets 700,920 1,130,811 429,891 (8,678 ) 384,509 - - 54,060 Total Current Assets 6,716,551 4,095,235 (2,621,316 ) (4,360,042 ) 1,184,533 (86,467 ) - 640,660 Non-Current Assets Property, plant, and equipment, net 388,820 417,014 28,194 (11,399 ) (2,233 ) - - 41,826 Right of use asset - 1,498,109 1,498,109 - - - 1,498,109 - Accounts receivable, net - 886,263 886,263 - 886,263 - - - Receivable from related party 1,570,833 - (1,570,833 ) - (1,628,838 ) - - 58,005 Prepaids and other non current assets - 83,912 83,912 - 90,754 - - (6,842 ) Total Non-Current assets 1,959,653 2,885,298 925,645 (11,399 ) (654,054 ) - 1,498,109 92,989 Total assets 8,676,204 6,980,533 (1,695,671 ) (4,371,441 ) 530,479 (86,467 ) 1,498,109 733,649 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Bank overdraft facility 3,123,046 3,123,046 - - - - - - Notes payable 7,000,000 3,000,000 (4,000,000 ) (4,000,000 ) - - - - Current maturities of long-term debt 120,880 120,880 - - - - - - Current portion of operating lease liabilities - 181,900 181,900 - - - (181,900 ) - Accounts payable 618,852 165,477 (453,376 ) - 453,376 - - - Payable to related party - 675,013 (675,013 ) - 675,013 - - - Deferred tax liability 20,597 - (20,597 ) - - - - (20,597 ) Deferred revenue - 1,776 1,776 - - 1,776 - - Other accrued liabilities 253,377 498,097 244,720 (51,228 ) 295,518 - - 430 Total current liabilities 11,136,752 7,766,189 (3,370,564 ) (4,051,228 ) 517,155 1,776 181,900 (20,167 ) Operating lease liabilities, less current portion - 1,371,097 1,371,097 - - - 1,371,097 - Deferred revenue - 42,141 42,141 - 42,141 - - - Other accrued liabilities - 10,626 10,626 - - - - 10,626 Long-term borrowings, less current portion - 469,017 469,017 - 642 - - 468,374 - 1,892,881 1,892,881 - 42,783 - 1,371,097 479,000 Total liabilities 11,136,752 9,659,070 (1,477,683 ) (4,051,228 ) 559,938 1,776 1,552,997 458,833 Stockholders’ (deficit) equity: Common stock, 250,000,000 shares authorized, $0.0001 par value, 128,161,013 shares issued and outstanding as of December 31, 2022 5,389 12,817 7,427 (5,389 ) - - - 12,816 Accumulated other comprehensive income (loss) 15,521 54,599 39,078 - 34,573 - - 4,505 Additional paid in capital 11,005,895 (12,812 ) (11,018,707 ) (11,005,895 ) - - - (12,812 ) Capital reserve 899,917 899,917 - - - - - - Accumulated deficit (14,387,269 ) (3,633,058 ) 10,754,212 10,691,071 (64,032 ) (88,243 ) 54,888 270,305 Total stockholders’ (deficit) equity (2,460,547 ) (2,678,537 ) 217,989 (320,213 ) (29,459 ) (88,243 ) 54,888 274,814 Total liabilities and stockholders’ (deficit) equity 8,676,205 6,980,533 (1,695,672 ) (4,371,441 ) 530,479 (86,467 ) 1,498,109 733,649 Consolidated Statements of operations and comprehensive loss REVENUES: System sales 1,438,969 1,394,824 (44,145 ) - (41,323 ) (2,822 ) - - Instrument sales - 41,323 41,323 - 41,323 - - - Warranty sales 19,346 - (19,346 ) - - (19,346 ) - - Total revenue 1,458,315 1,436,147 (22,168 ) - - (22,168 ) - - Cost of revenue (968,721 ) (1,375,570 ) (406,849 ) - (245,073 ) - (89,182 ) (72,594 ) GROSS PROFIT 489,594 60,577 (429,017 ) - (245,073 ) (22,168 ) (89,182 ) (72,594 ) OPERATING EXPENSES: Research & development expense 83,282 987,443 904,161 (72,959 ) 854,238 - 122,882 - Stock compensation expense 1,135,468 - (1,135,468 ) (1,135,468 ) - - - - Depreciation and amortization expense - 96,577 96,577 - 92,287 - - 4,291 Selling, general and administrative expense 3,251,794 1,935,149 (1,316,645 ) (1,239,179 ) (264,487 ) - 181,497 5,524 Salaries & payroll expense 1,698,283 - (1,698,283 ) - (1,698,283 ) - - - TOTAL OPERATING EXPENSES 6,168,827 3,019,169 (3,149,658 ) (2,447,606 ) (1,016,245 ) - 304,379 9,815 Loss from operations (5,679,233 ) (2,958,592 ) 2,720,641 2,447,606 771,172 (22,168 ) (393,561 ) (82,409 ) OTHER INCOME (EXPENSE): Interest expenses (161,999 ) (265,522 ) (103,523 ) - (104,844 ) - - 1,321 Interest and other income, net 239,728 10,232 (229,496 ) (234,594 ) - - 2,994 2,104 LOSS BEFORE INCOME TAXES (5,601,504 ) (3,213,882 ) 2,387,622 2,213,012 666,328 (19,174 ) (393,561 ) (78,984 ) Income tax expense - - - - - - - - NET LOSS (5,601,504 ) (3,213,882 ) 2,387,622 2,213,012 666,328 (19,174 ) (393,561 ) (78,984 ) Consolidated statement of other comprehensive loss: NET LOSS (5,601,504 ) (3,213,882 ) 2,387,622 2,213,012 666,328 (19,174 ) (393,561 ) (78,984 ) OTHER COMPREHENSIVE LOSS Foreign currency translation gain /(loss) 15,521 46,794 31,273 31,273 Retirement benefit (net of tax) - 2,583 2,583 2,583 TOTAL COMPREHENSIVE LOSS (5,585,983 ) (3,164,505 ) 2,421,478 2,213,012 666,328 (19,174 ) (393,561 ) (45,128 ) Consolidated statement of cash flows: Particular As As Changes Accounting 1 Functional / Other reclassification 2 Recognition 3 Recognition 3 Errors / Adjustments 4 Cash flows from operating activities: Net loss (5,601,504 ) (3,213,882 ) 2,387,622 2,213,012 666,328 (19,174 ) (393,561 ) (78,984 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 128,901 96,577 (32,324 ) - - - - (32,324 ) Operating lease expense - 30,573 30,573 - - - 3,93,561 (3,62,988 ) Interest expenses (net) - 255,290 255,290 - 255,290 - - - Stock compensation expense 865,468 - (865,468 ) - - - - (865,468 ) Changes in operating assets and liabilities: Accounts receivable, net (1,044,912 ) (1,044,912 ) - - - - (1,044,912 ) Inventory, net (780,683 ) (780,683 ) - - - - (780,683 ) Receivables from / payable to related parties - (1,202,408 ) (1,202,408 ) - (1,114,968 ) - - (87,440 ) Deferred revenue - 43,917 43,917 - - - - 43,917 Prepaids and other current assets - (514,558 ) (514,558 ) - - - - (514,558 ) Accounts payable - 128,835 128,835 - - - - 128,835 Prepaids and other non current assets - (1,332 ) (1,332 ) - - - - (1,332 ) Prepaid expenses and other assets (1,054,302 ) - 1,054,302 - - - - 1,054,302 Accounts payable and other accrued liabilities 106,093 - (106,093 ) - - - - (106,093 ) Other accrued liabilities - 208,108 208,108 - - - - 208,108 Net cash used in operating activities (5,555,344 ) (5,994,475 ) (439,131 ) Cash flows from investing activities: Notes receivables - acquisition (3,000,000 ) - 3,000,000 - - - - 3,000,000 Sale of fixed assets 484,510 - (484,510 ) - - - - (484,510 ) Purchase of / proceeds from sale of property, plant and equipment (220,324 ) 240,818 461,142 - - - - 461,142 Net cash provided by investing activities (2,735,814 ) 240,818 2,976,633 Cash flows from financing activities: Repayment of promissory note (145,000 ) - 145,000 - - - - 145,000 Proceeds of bank overdraft facility 2,583,798 2,609,630 25,832 - 25,832 - - - Proceeds from / (Repayment of) term loan - 286,531 286,531 - 303,828 - - (17,297 ) Proceeds from securities offering 1,500,431 - (1,500,431 ) - - - - (1,500,431 ) Proceeds from 7% convertible Promissory note 4,000,000 - (4,000,000 ) - - - - (4,000,000 ) Treasury stock 26,000 - (26,000 ) - - - - 26,000 Proceeds from issuance of convertible notes to other investors 3,000,000 3,000,000 - - - - - -- Repayments of loan (related party) (1,670,834 ) - 1,670,834 - - - - 1,670,834 Net cash provided by financing activities 9,294,395 5,896,161 (3,398,234 ) Net change in cash 1,003,236 142,504 (860,733 ) Effect of exchange rate on cash 69,189 44,412 (24,776 ) Cash at beginning of year 431,624 87,709 (343,915 ) Cash at end of year 1,504,049 274,625 (1,229,424 ) Restatement in 2021 Summary of restatements made in Consolidated stockholder’s equity as at December 31, 2021 are as follows: Particulars As previously reported As restated Changes Accounting 1 Functional / Other reclassification 2 Recognition 3 Recognition 3 Errors / Adjustments 4 Common stock, 100,000 shares authorized, $1 par value, 100,000 shares issued and outstanding as of December 31, 2021 100,000 100,000 - - - - - - Non-controlling interest - (352 ) 352 - - - - 352 Translation adjustment (3,390 ) 5,222 (8,612 ) - - - (8,612 ) Short provision for income tax (779 ) - (779 ) - (779 ) - - - Retained earnings (357,205 ) (419,176 ) 61,971 - 29,023 32,948 Capital reserve 899,917 899,917 - - - - - - Total stockholders’ (deficit) equity 638,544 585,611 52,932 - (779 ) - 29,023 24,688 (1) Accounting for merger transaction Background On April 14, 2023, SSII (earlier known as ‘AVRA Medical Robotics Inc’ or ‘AVRA’) consummated the acquisition of Cardio Ventures, Inc., a Delaware corporation (“Cardio Ventures”), pursuant to a Merger Agreement dated November 7, 2022 (the “Merger Agreement”), by and among the Company, a wholly owned subsidiary of the Company (“Merger Sub”), Cardio Ventures and Dr. Sudhir Srivastava, who, through his holding company, owned a controlling interest in Cardio Ventures. Pursuant to the Merger Agreement, at Closing, Merger Sub merged with and into Cardio Ventures (the “Cardio Ventures Merger”). Further, the Company changed its name to “SS Innovations International, Inc.,” effected a one-for-ten reverse stock split and increased its authorized common stock to 250,000,000 shares. Before In the previously filed financial statements 10K for the year ended December 31, 2023, the Merger transaction was referred as being accounted for as a reverse-merger in the nature of recapitalization in accordance with ASC 805. As per the Note 1 of Form 10K originally filed, SSII was treated as the acquirer and AVRA was the acquired company. In the previous financial statements, the opening balance incorrectly included the combined assets and liabilities of both AVRA and Cardio Ventures for year ended December 31, 2022. Consequently, the assets and liabilities and operations presented in the comparative financial statements prior to the merger were consolidated assets and liabilities of AVRA and SSII recorded at historical cost basis. After Upon review of merger agreements and related technical accounting guidance available in ASC 805, it was determined that AVRA’s assets and liabilities should have been recorded at their fair value as of the date of merger and comparative balances for the year ended December 31, 2022 should be considered only for Cardio Ventures at historical cost basis, being the accounting acquirer in the merger transaction. The fair value of assets and liabilities of AVRA was assessed as nil Additionally, the amount recognized as issued equity interests in the consolidated financial statements was determined by considering the equity interests of Cardio Ventures outstanding immediately before the business combination. In accordance with ASC 805, the equity structure (the number and type of equity interests issued) reflects that of AVRA, including the equity interests issued by AVRA to effect the merger as reverse recapitalization. As a result, the equity structure of Cardio Ventures (the accounting acquirer) has been restated using the exchange ratio established in the acquisition agreement to reflect the number of shares issued by the legal parent (AVRA, the accounting acquiree) in the merger. Impact on restated consolidated financial statements for year ended December 31, 2023 The Company identified that fair value of assets and liabilities of AVRA was assessed as nil Additionally, the Company excluded Accumulated deficit and Additional paid in Capital pertaining to AVRA as per ASC 805. Further, Selling, general and administrative expenses and stock compensation expenses amounting to $ 874,991 and $1,592,309 respectively were excluded as they relate to the expenses incurred by AVRA before merger and the same is not to be included in the consolidated statement of operations and comprehensive loss subsequent to merger as per the guidance of ASC-805 reverse recapitalization. Impact on restated consolidated financial statements for year ended December 31, 2022 The Company identified that as per ASC 805, balances pertaining to AVRA as at and for the year ended December 31, 2022 should not have been included in the consolidated financial statements for the Company. Accordingly, the Company excluded all such balances of AVRA in the restated consolidated financial statements. This led to exclusion in the balances of cash and cash equivalents $1,351,364, prepaid and other current assets $8,678, notes receivable $3,000,000, property, plant, and equipment $11,399, notes payable to related Party $4,000,000 and other accrued liabilities $51,229. Additionally, the Company excludes previously reported common stock, Accumulated deficit and additional paid in capital pertaining to AVRA as per ASC 805. Subsequently, the Company recorded common stock pertaining to Cardio Ventures and duly adjusted the effect of reverse recapitalization as per ASC 805. Further, Selling, general and administrative expense, Research and development expense, Stock compensation expense and Interest and other income, net amounting to $ 1,239,179, $72,959, $1,135,468 and $234,594 respectively were not included as they relate to the expenses incurred by AVRA before merger and the same is not to be included in the consolidated statement of operations and comprehensive loss subsequent to merger as per the guidance of ASC-805 reverse recapitalization. Differential impact of above adjustments has been corrected in the consolidated statement of cash flows for the year ended December 31, 2023 and December 31, 2022. (2) Functional / Other reclassifications In 2023, the Company conducted an in-depth review of its functional expense classification and other reclassifications resulting in more appropriate allocation of costs based on their specific business functions. The following adjustments have been implemented: 1. Reclassification of lease expenses related to Production (COGS) and Research & Development (R&D) from Sales General & Administration cost (SG&A) Previously, lease expenses related to production and R&D activities were grouped under SG&A expenses. As a result of the review, these costs have now been reclassified to more accurately reflect their functional relationship with core business activities. Lease expenses for production-related activities are now included under cost of revenue, as they are directly tied to the production process. Lease expenses for R&D activities are now classified under R&D expenses, ensuring that these costs are appropriately aligned with innovative efforts and accurately allocated based on the proper assumptions regarding their direct contribution to the Company’s research and development initiatives. This reclassification provides a clearer picture of how the Company allocates resources toward both operational production and future product development. 2. Salaries and Related Expenses in COGS, R&D and SG&A Previously, salaries and related expenses were shown directly as a separate line in the statement of Income and Other comprehensive loss. Following further evaluation, these expenses have been reclassified between COGS, R&D and SG&A. Salaries and benefits for production staff are now included under COGS, aligning them more accurately with the Company’s production costs. This enhances the calculation of gross profit margins and ensures the expenses are matched with the corresponding revenue. Salaries for R&D personnel have been classified exclusively in R&D expenses, properly attributing costs to the development of new products and technologies and reflecting the Company’s ongoing investment in innovation. These changes improve the functional categorization of expenses and provide a more accurate depiction of the Company’s operating performance. 3. Other reclassifications in consolidated balance sheet and consolidated statement of cash flows We noted that there are reclassifications required in the consolidated balance sheets and consolidated statements of cash flows to - correct current/non-current positions - correct classification basis nature of receivable/payable 4. Reclassifications in Stockholders’ (deficit) equity: - The difference in Short Provision for Income Tax of $779 relates to tax payable wrongly classified earlier, now reclassified to other accrued liability. Impact on restated consolidated financial statements for year ended December 31, 2023 and 2022 (A) Reclassifications in consolidated balance sheet and consolidated statements of cash flows Reclassifications were of below nature: 1. Cash and cash equivalent: As at December 31, 2022, reclassification of $63,492 from prepaid and other current asset to cash and cash equivalents, being short term fixed deposits. 2. Restricted Cash: - 1. Fixed deposits against Bank guarantee of $43,094 earlier classified under Prepaid and other current assets have now been reclassified to Restricted Cash Current, 2. Fixed Deposits against Credit card facility of $16,685 was reclassified to Restricted Cash Non-Current, 3. Fixed Deposits with no withdrawal restrictions amounting to $7,483 was reclassified under Prepaid and other non-current assets. (As at December 31, 2022, Amount of $6,044 relates to fixed deposits which are not on lien, hence reclassified to Prepaid and other non-current assets.) 3. Accounts receivable of $ 275,328 are reclassified from non-current to current based on their due date of collection as per contract with customers. (As at December 31, 2022, $ 886,263 relates to balance which would be receivable over more than 1 year, accordingly the present value of the balance receivable is reclassified under Accounts receivables (non-current assets). 4. Receivables from related parties of $ 1,466,463 (As at December 31, 2022, $ 1,628,839) reclassified from non-current to current based on their due date of collection. 5. Prepaids and other current assets: - 1. Security Deposit of $ 229,387 pertaining to long term lease earlier classified under Prepaid Current assets now reclassified to Prepaid non-current assets. 2. Bank Guarantee & EMD Tenders of $ 62,327 classified as Restricted cash current and Restricted cash noncurrent. (As at December 31, 2022 1. Reclassification of deposits with lien amounting to $ 57,448 to restricted cash (current), 2. Reclassification of amount $ 71,830 relating to security deposits to prepaid and other non-current assets, 3. Due to reclassification of advance from customer to other accrued liability amounting to $ 248,447, 4. Reclassification of $ 275,694 from accounts payable relating to advances paid to vendors, 5. Reclassification of $ 14,542 relating to tax payable reclassified to other accrued liability.) 6 Property, plant, and equipment, net: - As at December 31, 2022, $ 2,233 amount relates to intangibles software which were capitalized now being reclassified in prepaid and other current assets. 7. Deferred revenue (non-current): - Separate disclosure of deferred revenue non-current by reclassifying it from other accrued liabilities amounting to $ 939,150 as at December 31, 2023. (As at December 31, 2022 deferred revenue non-current reclassified from other accrued liabilities amounting to $ 42,141.) 8. Accounts payable: - As at December 31, 2022, 1. Reclassification of $ 675,013 to payable to related party as separate line item, 2. Amount of advance to vendors knocked off earlier amounting to $ 298,038 to prepaid and other current asset, 3. Salary payable of $ 75,006 reclassified to other accrued liability. 9. Other accrued liabilities: - As at December 31, 2022, 1. Due to reclassification of advance from customer from prepaid and other current assets amounting to $ 247,161, 2. Reclassification of $ 14,542 relating to tax payable reclassified from prepaid a |