FINANCIAL STATEMENTS | NOTE 1 – FINANCIAL STATEMENTS Organization SS Innovations International, Inc. (the “ Company SSII AVRA On April 14, 2023, a wholly owned subsidiary of the Company, AVRA-SSI Merger Corporation (“ Merger Sub CardioVentures change in control SS Innovations International, Inc. The Transaction (Note 4) was accounted for as a reverse recapitalization in accordance with GAAP (the “ Reverse Recapitalization Accounting Acquiree Basis of Presentation Unaudited Interim Condensed Consolidated Financial Statements The interim condensed consolidated balance sheet as of June 30, 2024, and the interim condensed consolidated statements of operations, comprehensive loss and stockholders’ equity for the six months and three months and cash flows for the six months ended June 30, 2024 and June 30, 2023 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of our financial position as of June 30, 2024 and our results of operations for the six months and three months and cash flows for the six months ended June 30, 2024 and June 30, 2023. The financial data and other financial information disclosed in these notes to the interim condensed consolidated financial statements related to the six months and three months are also unaudited. The interim condensed consolidated results of operations for the six months and three months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future annual or interim period. The condensed consolidated balance sheet as of December 31, 2023 included herein was produced from the audited consolidated financial statements as of that date. These interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in the Annual Report on Form 10-K/A as filed by us with the U.S. Securities and Exchange Commission (the “SEC”) on December 6, 2024. The interim condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“ GAAP 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 condensed 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 GAAP. Restatement of Previously Issued Financial Statements for Correction of Errors The Company restated the accompanying condensed consolidated balance sheet as at June 30, 2024 as well as the condensed consolidated statement of operations and comprehensive loss and the condensed consolidated statements of cash flows for the quarter and three-months ended June 30, 2024, and June 30, 2023, respectively, as previously reported in its Form 10-Q, to reflect the correction of errors arising out of: i. Functional / other reclassification ii. Errors / Adjustments Restatement in June 2024 Summary of restatements made in condensed consolidated balance sheet, as at June 30, 2024, is as follows: Particulars As Previously As Restated Changes Functional / Other Errors / ASSETS Current Assets: Cash and cash equivalents 1,454,675 608,215 (846,460 ) (846,460 ) - Restricted cash 5,619,490 5,620,153 663 - 663 Accounts receivable, net 4,603,800 4,280,188 (323,612 ) 2,219,125 (2,542,737 ) Receivable from related party - 1,286,980 1,286,980 1,297,410 (10,430 ) Inventory, net 6,443,067 7,217,663 774,596 - 774,596 Prepaids and other current assets 4,501,398 4,255,897 (245,501 ) - (245,501 ) Total Current Assets 22,622,430 23,269,096 646,666 2,670,075 (2,023,409 ) Non- Current Assets: Property, plant, and equipment, net 2,023,645 2,774,967 751,322 - 751,322 Right of use asset 2,448,918 2,448,965 47 - 47 Accounts receivable, net 5,265,908 3,046,783 (2,219,125 ) (2,219,125 ) - Restricted cash 327,012 327,034 22 - 22 Receivable from related party 1,297,410 - (1,297,410 ) (1,297,410 ) - Prepaids and other non current assets 4,332,081 3,800,258 (531,823 ) (531,823 ) Total Non-Current Assets 15,694,975 12,398,007 (3,296,968 ) (3,516,535 ) 219,567 Total Assets 38,317,405 35,667,103 (2,650,302 ) (846,460 ) (1,803,842 ) LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Bank overdraft facility 7,707,534 6,861,536 (845,998 ) (846,460 ) 463 Notes payable 4,450,000 4,450,000 - - - Current maturities of long-term debt - 533,854 533,854 510,189 23,665 Current portion of operating lease liabilities 428,705 428,713 8 - 8 Accounts payable 1,295,003 1,126,373 (168,630 ) - (168,630 ) Deferred revenue - 395,565 395,565 395,565 - Other accrued liabilities 3,844,064 1,181,912 (2,662,152 ) (2,335,601 ) (326,551 ) Total Current Liabilities 17,725,305 14,977,953 (2,747,352 ) (2,276,307 ) (471,045 ) Non-Current Liabilities: Operating lease liabilities, less current portion 2,125,906 2,125,946 40 - 40 Deferred revenue - 3,732,399 3,732,399 2,879,186 853,213 Other accrued liabilities 939,150 58,391 (880,759 ) (905,217 ) 24,458 Long-term borrowings, less current portion 544,122 - (544,122 ) (544,122 ) - Total Non-Current Liabilities 3,609,178 5,916,736 2,307,558 1,429,847 877,711 Total Liabilities 21,334,483 20,894,689 (439,794 ) (846,460 ) 406,666 Stockholders’ equity: Preferred stock, $0.0001 par value per share; authorized 5,000,000 shares of Series A Non-Convertible Preferred Stock, 5,000 shares and nil 1 1 - - - Common stock, 250,000,000 shares authorized, $0.0001 par value, 170,739,380 shares and 170,711,880 shares issued and outstanding as of June 30, 2024 and December 31, 2023 respectively 17,073 17,075 2 - 2 Accumulated other comprehensive income (loss) (378,165 ) (279,138 ) 99,027 - 99,027 Additional paid in capital 48,455,054 52,628,232 4,173,178 - 4,173,178 Capital reserve 899,917 899,917 - - - Accumulated deficit (32,010,958 ) (38,493,673 ) (6,482,715 ) (6,482,715 ) Total stockholders’ equity 16,982,922 14,772,414 (2,210,508 ) - (2,210,508 ) Total liabilities and stockholders’ equity 38,317,405 35,667,103 (2,650,302 ) (846,460 ) (1,803,842 ) Condensed consolidated statement of operations and comprehensive loss for the six-months ended June 30, 2024: Particulars As Previously As Restated Changes Functional / Other Errors / REVENUE: System sales 11,312,947 7,752,957 (3,559,990 ) (27,725 ) (3,532,266 ) Instruments sale 266,785 322,636 55,851 27,725 28,126 Warranty sale 37,278 38,202 924 - 924 Lease income - 33,024 33,024 - 33,024 Total revenue 11,617,011 8,146,819 (3,470,192 ) - (3,470,192 ) Cost of revenue (7,499,849 ) (5,980,851 ) 1,518,998 (389,932 ) 1,908,930 GROSS PROFIT 4,117,163 2,165,968 (1,951,195 ) (389,932 ) (1,561,263 ) OPERATING EXPENSES: Research & development expense 426,118 1,286,995 860,877 830,919 29,958 Stock compensation expense - 9,552,542 9,552,542 3,248,916 6,303,626 Salaries & Payroll Expenses - - - - - Depreciation and amortization expense - 170,577 170,577 169,919 658 Selling, general and administrative expense 9,102,278 5,088,362 (4,013,916 ) (4,436,679 ) 422,763 TOTAL OPERATING EXPENSES 9,528,396 16,098,476 6,570,080 (186,925 ) 6,757,005 Loss from operations (5,411,234 ) (13,932,508 ) (8,521,275 ) (203,007 ) (8,318,267 ) OTHER INCOME (EXPENSE): Interest expense (399,004 ) (432,665 ) (33,662 ) - (33,662 ) Interest and other income, net 230,542 382,850 152,308 - 152,308 TOTAL OTHER INCOME (EXPENSE), NET (168,462 ) (49,815 ) 118,647 - 118,647 LOSS BEFORE INCOME TAXES (5,579,695 ) (13,982,323 ) (8,402,628 ) (203,007 ) (8,199,621 ) Income tax expense - - - - - NET LOSS (5,579,695 ) (13,982,323 ) (8,402,628 ) (203,007 ) (8,199,621 ) Consolidated statements of other comprehensive loss NET LOSS (5,579,695 ) (13,982,323 ) (8,402,628 ) (203,007 ) (8,199,621 ) Foreign currency translation loss (4,078 ) (95,445 ) (91,367 ) - (91,367 ) Retirement benefit (net of tax) - 11,806 11,806 - 11,806 TOTAL COMPREHENSIVE LOSS (5,583,773 ) (14,065,962 ) (8,482,189 ) (203,007 ) (8,279,182 ) Condensed consolidated statement of operations and comprehensive loss for the three-months ended June 30, 2024: Particulars As Previously As Restated Changes Functional / Other Errors / REVENUE: System sales 4,175,755 4,258,198 82,443 (22,033 ) 104,476 Instruments sale 182,088 204,121 22,033 22,033 - Warranty sale 28,207 28,795 588 - 588 Lease income - 18,012 18,012 - 18,012 Total revenue 4,386,050 4,509,126 123,076 - 123,076 Cost of revenue (3,345,560 ) (3,071,340 ) 274,220 1,930 272,290 GROSS PROFIT 1,040,491 1,437,786 397,296 1,930 395,366 OPERATING EXPENSES: Research & development expense 30,068 759,004 728,937 698,979 29,958 Stock compensation expense - 2,443,792 2,443,792 1,311,714 1,132,078 Depreciation and amortization expense - 90,476 90,476 90,476 - Selling, general and administrative expense 3,777,479 2,244,703 (1,532,776 ) (1,776,275 ) 243,499 TOTAL OPERATING EXPENSES 3,807,546 5,537,975 1,730,429 324,894 1,405,535 Loss from operations (2,767,056 ) (4,100,189 ) (1,333,134 ) (322,965 ) (1,010,169 ) OTHER INCOME (EXPENSE): Interest expense (229,521 ) (242,577 ) (13,057 ) - (13,057 ) Interest and other income, net 64,742 202,196 137,454 - 137,454 TOTAL OTHER INCOME (EXPENSE), NET (164,779 ) (40,381 ) 124,398 - 124,398 LOSS BEFORE INCOME TAXES (2,931,834 ) (4,140,570 ) (1,208,736 ) (322,965 ) (885,772 ) Income tax expense - - - - - NET LOSS (2,931,834 ) (4,140,570 ) (1,208,736 ) (322,965 ) (885,772 ) Consolidated statements of other comprehensive loss NET LOSS (2,931,834 ) (4,140,570 ) (1,208,736 ) (322,965 ) (885,772 ) Foreign currency translation loss (1,689 ) (16,131 ) (14,442 ) - (14,442 ) Retirement benefit (net of tax) - 3,299 3,299 - 3,299 TOTAL COMPREHENSIVE LOSS (2,933,523 ) (4,153,402 ) (1,219,879 ) (322,965 ) (896,915 ) Condensed consolidated statement of cashflows for the six-months ended June 30, 2024: Particular As Previously As Restated Changes Functional / Other Errors / Cash flows from operating activities: Net loss (5,579,695 ) (13,982,323 ) (8,402,628 ) (203,007 ) (8,199,621 ) Adjustments to reconcile net loss to net cash used in operating activities: - - Depreciation and amortization 379,608 170,577 (209,031 ) 169,919 (378,950 ) Operating lease liability 149,215 15,331 (133,884 ) - (133,884 ) Stock compensation expense 3,248,916 9,552,542 6,303,626 - 6,303,626 Interest expense (net) - 49,815 49,815 - 49,815 Credit loss reserve - 573,048 573,048 - 573,048 Changes in operating assets and liabilities: - - Accounts receivable, net (2,702,556 ) (3,475,878 ) (773,322 ) 2,219,125 (2,992,447 ) Inventory, net 4,064 (199,750 ) (203,814 ) - (203,814 ) Receivables from / payable to related parties 280,579 280,579 270,149 10,430 Deffered revenue 3,032,484 3,032,484 - 3,032,484 Prepaids and other current assets (902,474 ) (488,235 ) 414,239 - 414,239 Accounts payable 3,660,476 224,821 (3,435,655 ) - (3,435,655 ) Prepaids and other non current assets (9,637 ) (6,180 ) 3,457 - 3,457 Other accrued liabilities 558,683 558,683 - 558,683 Lease payments (342,501 ) - 342,501 - 342,501 Net cash used in operating activities (2,094,584 ) (3,694,486 ) (1,599,902 ) 2,456,186 (4,056,088 ) Cash flows from investing activities: Accounts receivable, net (2,900,895 ) - 2,900,895 2,900,895 - Purchase of property, plant and equipment (1,488,212 ) (2,239,139 ) (750,927 ) - (750,927 ) Receivables from / payable to related parties 270,149 - (270,149 ) (270,149 ) - Net cash used in investing activities (4,118,959 ) (2,239,139 ) 1,879,819 2,630,746 (750,927 ) Cash flows from financing activities: Proceeds from issuance of convertible notes to other investors 1,450,000 1,450,000 - - - Proceeds from issuance of convertible notes to principal shareholder 3,000,000 3,000,000 - - - Proceeds from bank overdraft facility (net) 1,688,608 842,610 (845,998 ) - (845,998 ) Proceeds from securities offering 101,252 - (101,252 ) - (101,252 ) Net cash provided by financing activities 6,239,860 5,292,610 (947,250 ) - (947,250 ) Net change in cash 26,318 (641,015 ) (667,333 ) 5,086,932 (5,754,265 ) Effect of exchange rate on cash (4,080 ) 108,572 112,652 - - Cash and cash equivalents at the beginning of the period 7,051,927 7,087,845 35,918 - - Cash and cash equivalents at end of the period 7,074,165 6,555,402 (518,763 ) 5,086,932 (5,754,265 ) (1) Functional / Other reclassifications In 2024, the Company conducted an in-depth review of its functional expense classification and other reclassifications resulting in more appropriate allocation of costs based on their specific business functions. The following adjustments have been implemented: 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 innovation 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 head in the statement of Income and Other comprehensive loss. Following further evaluation, these expenses have been reclassified between COGS, R&D and SG&A. Salaries and benefits for production staff are now included under COGS, aligning them more accurately with the Company’s production costs. This enhances the calculation of gross profit margins and ensures the expenses are matched with the corresponding revenue. Salaries 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 condensed consolidated balance sheet and condensed consolidated statement of cash flows We noted that there are reclassifications required in the condensed consolidated balance sheet and condensed consolidated statement of cash flows to - correct current/non-current positions - correct classification basis nature of receivable/payable Impact on restated condensed consolidated financial statements for the period ended June 30, 2024 (A) Impact on restated Condensed Consolidated Balance Sheet Reclassifications were of below nature: 1. Cash & cash equivalents: The company identified that previously cash & cash equivalents includes bank overdraft balance of $ 846,460 which are now correctly reclassified to bank overdraft facility. 2. Accounts receivable of $2,219,215 are reclassified from non-current to current based on their due date of collection as per contract with customers. 3. Receivables from related party (net) of $1,297,410 reclassified from non-current to current based on their due date of collection. 4. Other accrued liabilities: Deferred revenue was previously recorded under other accrued liability (current) amounting to $2,335,601 and other accrued liability (non-current) amounting to $ 939,150. This has now been classified separately as defer revenue current amounting to $ 395,565 and non-current amounting to $2,879,186. 5. Long term borrowings: As at June 30, 2024, long term borrowings amounting to $510,189 are now reclassified to current maturities of long-term debt. Additionally, actuarial liability amounting $33,933 which were previously classified under long term borrowing (non-current) has now been reclassified to other accrued liabilities (non-current). Differential impact of above adjustments have been corrected in the condensed consolidated statement of cash flows for the six months ended June 30, 2024. (B) Reclassifications Condensed Consolidated Statement of Operations and comprehensive loss Reclassifications were of below nature: (i) Functional classification Operating expenses are now reclassified functionally, encompassing Selling, general and administrative expense, research and development expense and stock compensation expense. This reclassification has resulted in increase in the Cost of revenue by $389,932, Research and development expense by $830,919, Stock compensation expense by $3,248,916, Depreciation and amortization expense by $169,919 and a decrease in Selling, general and administrative expense by $4,436,679 for the six months ended June 30, 2024. Similarly, this reclassification has resulted in decrease in the Cost of revenue by $1,930, Research and development expense by $698,979, Stock compensation expense by $1,311,714, Depreciation and amortization expense by $90,476 and a decrease in Selling, general and administrative expense by $1,776,275 for the three months ended June 30, 2024. (ii) Other reclassifications Sales of instruments amounting to $ 27,725 and $22,033 for the six months and three months period ended June 30, 2024 respectively, was previously recorded under System sales and has now been correctly classified to Instrument sales. 2. Correction of other errors in measurement of income/expense/asset/liabilities. We also noted errors in measurement of income/expense/assets/liabilities throughout different financial statements captions which were corrected in the restated financial statements. Below are major error corrections made in condensed consolidated financial statements for the period ended June 30, 2024: (i) Errors relating to sales cut-off: The Company identified that sale of systems amounting to $2,542,737 were recorded in previously filed financial statements as System sales that were not related to current period. Correspondingly, a reversal entry was made in current period resulting in decrease of accounts receivable and System sale. (ii) Deferred Revenue: The Company identified that sale of system amounting to $887,237 and $104,476 for six months and three months period ended June 30, 2024 respectively, were recorded in previously filed financial statements which relates to unsatisfied performance obligations. Accordingly, the same was rectified in current period that results in increase of deferred revenue and decrease in System sales. (iii) Lease income: Lease payments relating to the fixed payments arising out of the systems installed on Pay per use basis was recorded as lease income amounting to $33,024 and $18,012 for six months and three months period ended June 30, 2024 respectively. (iv) Incorrect recognition of prepaid and other current asset: The Company identified that recovery of security deposits/advances amounting to $316,947 is doubtful and hence a credit loss reserve for the same was created. This was not accounted for in the previously filled financial statements. Additionally, prepaid assets amounting to $ 47,804 were expensed off as services were already availed. Further the Company accrued interest on fixed deposits amounting to $ 119,250 which was not recorded in the previously filed financial statements. As a result of these adjustments, prepaid and other current assets decreased by $245,501. (v) Incorrect capitalization of PPE: The Company identified that it has leased one system on “pay per use basis” to a customer and one system was used for “demo”. However, in the previous financial statements these systems were classified as inventory, which are now capitalized in property, plant and equipment and depreciation is recomputed accordingly. As a result of this adjustment property, plant and equipment was increased by $540,040 (net of depreciation) as at June 30, 2024. Incorrect useful life of PPE: The Company identified that property, plant, and equipment were previously recorded incorrectly, with depreciation charged based on estimated useful life determined by management. Following a thorough analysis, the asset life were corrected, and depreciation was recalculated accordingly. As a result of this adjustment property, plant, and equipment was increased by $211,282 for the six months ended June 30, 2024. (vi) The Company identified that the inventory was previously recorded at incorrect valuation. As a result of this adjustment, inventory is increased by $774,596 (net off amount capitalized in property, plant and equipment relating to system leased on “pay per use basis” to a customer and one system was used for “demo” amounting to $542,040 as at June 30, 2024. Consequent to this adjustment, cost of revenue has decreased by $1,908,930 and $272,290 for six months and three months period ended June 30, 2024 respectively. (vii) Incorrect accrual of expenses: The company has identified some payable balances which was previously recorded incorrectly in books of accounts, as a result amount of $326,551 and $168,830 was reduced from other accrued liability and accounts payable respectively. (viii) Discounting of Security deposits: The Company identified that discounting of security deposits was not initially performed. As a result, the discounting of security deposits has now been recorded, along with the corresponding prepaid security deposit. (ix) Stock compensation expenses: The Company had issued stocks to advisors upfront for services to be received in the future. However the Company had recorded complete expense upfront in the previously filed financial statements. This was corrected by reversing the stock compensation expense and recording prepaid and non current assets amounting to $533,495. Further, the stock compensation expense was incorrectly recorded and requires correction in grant date fair value. Consequently, an amount of $6,837,121 and $1,665,573 has additionally recognized in condensed consolidated statements of operations and comprehensive loss for six months and three months ended June 30, 2024 respectively. (x) The Company identified that certain traveling and lodging expenses amounting to $10,430 were not recorded as business expense of the Company, and this has now been correctly recorded and corresponding receivables from related party (Dr. Sudhir Prem Srivastava) have been decreased. (xi) Unrecognized Gratuity provision: The Company identified that the expense and provision for gratuity were not recorded for the period ended June 30, 2024. These were subsequently recorded for the in the current period, with balances reconciled against the actuarial report. Accordingly, gratuity liability is recorded in other accrued liabilities (non-current) by $24,458. (xii) Unrecognized Research & development expenses: The Company identified that there are certain expenses relating to research and development expense which was not recorded in the previously filed financial statements amounting to $29,958 for six and three months ended June 30, 2024 and this has now been recognized. (xiii) Unrecognized Interest expense: The Company identified that interest expense relating to unwinding of interest on Letter of Credit availed on recourse basis was not recorded in the previously filed financial statements amounting to $23,665 and $13,057 for six and three months ended June 30, 2024 and this has now been recognized. (xiv) Foreign currency translation loss amounting to $91,367 and $14,442 for the six months and three months for the period ended June 30, 2024 are primarily due to translation difference in foreign exchange on account of errors / adjustments as mentioned above. Differential impact of above adjustments has been corrected in the condensed consolidated statement of cash flows for the six months ended June 30, 2024. Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as of the date these financial statements are issued. The Company had a working capital surplus of $8,291,143 and an accumulated deficit of $38,493,673 as of June 30, 2024. The Company also had a net loss of $13,982,323 for the six months ended June 30, 2024 and $4,140,570 for the three months ended June 30, 2024 which was mainly on account of non-cash items like Stock Compensation expense of $9,552,542 for six months and $2,443,792 for three months, Depreciation of $170,577 for six months and $90,476 for three months. In addition, the Company has been dependent on related parties to fund operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. Between February 1, 2024 and February 14, 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 of $4.45. In April 2024, the Company has further raised $2,000,000 from its affiliate by issuance of two One-Year 7% Promissory Notes of $ 1,000,000 each, to meet certain working capital needs. However, the Company’s existing cash resources and income from operations, are not expected to provide sufficient funds to carry out the Company’s operations and business development through the next twelve (12) months. The management of the Company is making efforts to raise further funding to scale up operations and meet its longer-term capital needs. While management of the Company believes that it will be successful in its capital formation and planned expansion of its operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in generating additional revenues and ultimately achieving profitability. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |