UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15
(d) OF THE

 SECURITIES AND EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 Commission file number: 000-56608

 (Exact name of registrant as specified in its charter)

 Florida

 47-3478854

 (State or Other Jurisdiction of

 (I.R.S. Employer

 Incorporation or Organization)

 Identification No.)

 405, 3 rd Floor, iLabs Info Technology
Centre

 Udyog Vihar, Phase III

 Gurugram, Haryana 122016, India

 (Address of Principal Executive Offices)

 Registrant's telephone number, including
area code: +91 73375 53469

 Securities registered under Section 12(b) of
the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 None

 N/A

 N/A

 Securities registered under Section 12(g) of
the Act:

 Common Stock, $0.0001 par value

 (Title of class)

 Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes No

 Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
No

the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such a shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes No

the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes No

 Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.

the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of " large, accelerated filer," " accelerated filer," " smaller
reporting company " and " emerging growth company " in Rule 12b-2 of the Exchange Act:

 Large Accelerated Filer
 Accelerated Filer

 Non-accelerated filer
 Smaller reporting company

 Emerging Growth Company

 If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.

the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.

 If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.

any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No

 State the aggregate market
value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked prices of such common equity as of the last business day of the registrant's most recently
completed second fiscal quarter: $ 138,432,760.

 The number of shares outstanding of the issuer's common stock,
$0.0001 par value, as of April 14, 2025, was 193,559,340 shares.

 DOCUMENTS INCORPORATED BY
REFERENCE: No documents are incorporated by reference into this Report except those Exhibits so incorporated as set forth in the Exhibit
index.

 Page

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.
 Quantitative and Qualitative Disclosures About Market Risk

 Item 8. Financial Statements and Supplementary Data

 Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A. Controls And Procedures

 Item 9B. Other Information

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10. Directors, Executive Officers, and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accounting Fees and Services

 Item 15. Exhibits and Financial Statement Schedules

 Item 16. Form 10-K Summary

 Signatures

 i

 Unless the context otherwise requires, the terms
" SSi, " " the Company," " we, " " us, " and " our "
refer to SS Innovations International, Inc., and where appropriate, our subsidiaries.

 FORWARD LOOKING STATEMENTS

 This Annual Report on Form 10-K (this " Annual
Report ") contains certain statements that constitute forward-looking statements. Any and all statements contained in this Annual
Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as " may," " might,"
" would," " should," " could," " project," " estimate,"
" pro-forma," " predict," " potential, " " strateg y," " anticipate,"
" attempt," " develop," " plan," " help," " believe,"
" continue," " intend," " expect," " future " and terms of similar
import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking
statements may contain one or more of these identifying terms. Those statements appear in this Annual Report, and include statements regarding
the intent, belief or current expectations of our Company and management that are subject to known and unknown risks, uncertainties and
assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results
expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in " Item 1. Business " and " Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations."

 Forward-looking statements in this Annual Report
may include, without limitation, statements regarding:

 (i)

 the plans and objectives of management for future operations, including plans or objectives relating to the marketing of our surgical robotic systems both in and out of India;

 (ii)

 the timing or likelihood of regulatory filing, approvals and required licenses for marketing our surgical robotic systems in the U.S., the European Union (the " EU ") and in other countries outside of India and potential delays in obtaining U.S. Food and Drug Administration (" FDA ") approval due to recent reductions in government agency staffing;

 (iii)

 our ability to adequately protect our intellectual property rights and enforce such rights to avoid violation of the intellectual property rights of others;

 (iv)

 the timing, costs and other aspects of our surgical robotic systems;

 (v)

 our estimates regarding the market opportunity, clinical utility, potential advantages and market acceptance of our surgical robotic systems;

 (vi)

 the impact of government laws and regulations;

 (vii)

 our ability to recruit and retain qualified research and development personnel;

 (viii)

 difficulties in maintaining commercial scale manufacturing capacity and capability and our ability to generate growth;

 (ix)

 uncertainty in industry demand;

 (x)

 general economic conditions and market conditions in our industry;

 (xi)

 a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items; and

 (xii)

 our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (the " SEC ").

 These statements are not guarantees of future
performance and are subject to numerous risks, uncertainties, and assumptions that are difficult to predict.

 Because forward-looking statements are inherently
subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements
as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur
and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law,
including the securities laws of the United States and the rules and regulations of the SEC, we do not assume any obligation to update
any forward-looking statement. We disclaim any intention or obligation to update or revise any forward-looking statement contained herein,
whether as a result of new information, future events or otherwise.

 ii

 TRADEMARKS, TRADE NAMES, SERVICE MARKS AND LOGOS

 " SSi, " " SSi Mantra,"
SSi logos and other trade names, trademarks or service marks of the Company appearing in this Annual Report are the property of SSi. Other
trade names, trademarks or service marks appearing in this Annual Report are the property of their respective holders. Solely for convenience,
trade names, trademarks and service marks referred to in this Annual Report appear without the, and SM symbols,
but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our
rights or that the applicable owner will not assert its rights, to these trade names, trademarks and service marks.

 MARKET, INDUSTRY AND OTHER DATA

 Unless otherwise indicated, information contained
in this Annual Report concerning our industry and the market in which we operate, including our general expectations and market position,
market opportunity, and market size, is based on information from various third-party industry and research sources, on assumptions that
we have made based on that data and other similar sources, and on our knowledge of the markets for our services. This information involves
a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates.

 In addition, industry publications, studies, and
surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy
or completeness of such information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety
of factors, including those described in " Item 1. Business " and elsewhere in this Annual Report. These and other factors
could cause our actual results to differ materially from those expressed in the estimates made by the independent parties and by us.

 iii

 Item 1. Business.

 Company Background

 Overview

 We are a commercial-stage surgical robotics company
focused on transforming patient lives by democratizing access to advanced surgical robotics technologies.

 We design, manufacture and market an advanced,
next-generation and affordable surgical robotic system called the SSi Mantra.

 While surgical robotic systems have gained acceptance
globally in the past two decades for providing greater efficiency, better clinical outcomes and reducing healthcare costs, access to such
systems remains largely limited to developed countries such as the United States, the European Union (the " EU ') and
Japan.

 With the SSi Mantra, we are breaking down barriers
and accelerating access to surgical robotics technologies in underserved regions of the world.

 Developed by a visionary team of surgeons, engineers
and industry veterans, the SSi Mantra includes several innovative features to address shortcomings of the current generation of robotic
surgery systems.

 We commenced development of the SSi Mantra in
2014, received regulatory approval by the Central Drugs Standard Control Organization (" CDSCO ") India's equivalent
of the U.S. Food and Drug Administration (" FDA "), for its sale and use in India and commercially launched sales in
August 2022. We also received ISO 13485 (quality management system) approval for the SSi Mantra 3. The SSi Mantra has been clinically
validated for safety, efficacy and effectiveness for its intended use to perform robotically assisted surgeries in more than 80 different
types of surgical procedures in India without any device related adverse events. As of December 31, 2024, we have installed 62 systems,
of which 58 are located in India and 4 at overseas locations. We are currently focusing our efforts on marketing our next generation SSi
Mantra 3, which was introduced in June 2024.

 Our commercially installed SSi Mantra Surgical Robotic
systems in India have been used to perform more than 3,500 surgical procedures, including cardiovascular, thoracic, head and neck, gynecological,
urological, cancer and general surgeries. The SSi Mantra 3 has also been granted regulatory approval in Guatemala, Nepal, Ecuador and
Indonesia, although our marketing efforts in those countries have been limited to date. We have filed a pre-submission application with
the U.S. FDA, requesting feedback on the SSi Mantra. We had a feedback meeting with the FDA on April 2, 2024 and the FDA has indicated
that we should pursue the Investigational Device Exemption (" IDE ") route to obtain U.S. approval to market. Currently,
we are in the process of preparation of the IDE Application and expect to start our U.S. IDE study in third quarter of 2025, subject to
FDA IDE and Institutional Review Board (" IRB ") approvals. We have also been in discussions with an EU Notified Body
for the CE certification, which will allow us to market the SSi Mantra in the EU. There can be no assurance as to when we will secure
such regulatory approvals, if at all. Our ISO 13485 (quality management system) approval, CDSCO approval for the manufacture, sale and
distribution of our products and our Indian export license allow us to market our products in fifty non-FDA and non-EU countries without
further regulatory approvals. An additional 79 countries require only minimal registration.

 In our journey to make the benefits of robotically
assisted surgeries available to as many people of the world as possible, we reached several milestones in 2024:

 In April 2024, our SSi Mantra surgical robotic system was utilized
to perform the first pyeloplasty procedure on an infant.

 In May 2024, we surpassed more than 1,000 procedures globally and 100 robotic cardiac surgeries done using
our SSi Mantra systems.

 In June 2024 we received regulatory approval for the SSi Mantra from the Indonesian Ministry of Health
for clinical use in the Republic of Indonesia.

 We introduced the new generation SSi Mantra 3 Surgical Robotic System at the Society of Robotic Surgery
(SRS) Annual Meeting, which took place from June 20-23, 2024 in Orlando, Florida.

 On June 15, 2024, we completed the first telesurgery for a urology oncology procedure in India. The surgery
involved a complex cysto-prostatectomy case with bilateral lymph node dissection, performed at the Rajiv Gandhi Cancer Institute in Delhi
located at a distance of about 35 kilometers from the telesurgery lab in our manufacturing facility in Gurugram, Delhi NCR, India.

 On June 18, 2024, we announced that our SSi Mantra had been installed at Baidya & Banskota Hospital
in Kathmandu, Nepal marking the first time a surgical robotic system had been installed in Nepal.

 From July 23 - 25, 2024, we unveiled our latest generation, SSi Mantra 3 system in the U.S. during an exclusive demonstration for media, analysts and the investment community at our newly opened showroom located in the New York City financial district.

 On August 27, 2024, we had an interactive pre-submission meeting with the U.S. FDA. The pre-submission meeting was organized with the FDA's Center for Devices and Radiological Health (" CDRH ") to seek interactive feedback from them regarding our regulatory strategy, biocompatibility assessment, reprocessing validation, and clinical data. Based on the feedback received from the FDA, we are proceeding with a de novo pathway through an IDE application for pre-market submission of our SSi Mantra Surgical Robotic System.

 September
 2, 2024, marked our entry into Central and South American markets with the installation of our first SSi Mantra system at
 Interhospital, a large multi-specialty hospital in Guayaquil City, Ecuador following receipt of Ecuadorian regulatory approvals for
 clinical use of SSi Mantra in May 2024 through our distribution partner, Ingemedica Del Ecuador S.A.

 In November 2024 we successfully performed the first-ever robotic cardiac surgery in Indonesia, a bilateral
IMA CABG (Coronary Artery Bypass Graft), and ASD Repair and Beating Heart Totally Endoscopic Coronary Artery Bypass (TECAB). With more
than 278 million people, and almost 3,000 hospitals, Indonesia is the world's fourth-most-populous country and has significant potential
for further expansion of its surgical robotic program.

 As of December 31, 2024, a total of 2,759 robotic surgeries had been successfully completed using our
SSi Mantra system globally and the following table demonstrates the capability of our SSi Mantra to perform a wide variety of surgical
procedures of varying complexities:

 Type of Surgical Procedure

 No. of Procedures

 performed

as of

 2024

 % of

total

 procedures

 General Surgery

 1,077

 %

 Urology

 %

 Gynaecology

 %

 Cardiac

 %

 Colorectal

 %

 Gastroenterology

 %

 Thoracic

 %

 Head and Neck

 %

 Plastic/Reconstructive

 -

 Total

 2,759

 %

 We generate revenues from the sale of the SSi
Mantra Surgical Robotic System. We offer our SSi Mantra through three selling models: (i) outright purchase, where revenue is realized
upfront; (ii) purchase on a deferred or installment payment basis; and (iii) purchase on a pay-per-procedure basis, where revenue is recognized
over time. We also earn recurring revenue from the sales of instruments, accessories and services. We sell our products directly to customers
as well as through distributors.

 The SSi Mantra improves patient experience, reduces
variabilities and disruption and lowers per-procedure costs. We believe that the SSi Mantra benefits patients, physicians and hospitals
by providing access to an advanced and optimized robotic system.

 Corporate Information

 The Company was incorporated in the state of Florida
on February 4, 2015, under the name " Avra Surgical Microsystems, Inc., " and changed its name to " Avra Medical
Robotics, Inc. " on November 5, 2015.

 From inception through April 13, 2023, we were
engaged in developing a fully autonomous medical robotic system using proprietary software which integrated Artificial Intelligence and
Deep Learning, or Machine Learning. Our research and development efforts were based in Orlando, Florida, where we established a research
partnership with the University of Central Florida.

 On April 14, 2023, we 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 Bahamian holding company, Sushruta Pvt. Ltd. (" Sushruta "),
owned a controlling interest in CardioVentures.

 CardioVentures, through a subsidiary, owned a
controlling interest in Sudhir Srivastava Innovations Pvt. Ltd., an Indian private limited company (" SSI-India "), which
developed and manufactures and markets the SSi Mantra, which is designed to provide an advanced, yet cost-effective surgical robotic system
which make the benefits of robotic surgery available to a larger part of the global population.

 Pursuant to the Merger Agreement, at Closing,
Merger-Sub merged with and into CardioVentures (the " CardioVentures Merger "). In the CardioVentures 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 SSi common stock, representing approximately 95% of issued and
outstanding shares of SSi common stock post-merger, with the existing shareholders of SSi holding approximately 6,544,344 shares of SSi
common stock representing approximately 5% of issued and outstanding shares of SSi common stock post-merger.

 In addition, the holder of CardioVentures common
stock also received shares of newly designated Series A Non-Convertible Preferred Stock (the " Series A Preferred Shares "),
which affords the holder 51% of the total voting power of the Company. As a result of the foregoing, a " Change in Control "
of the Company occurred, with Dr. Sudhir Srivastava becoming the Company's principal and controlling stockholder. The Series A Preferred
Shares are automatically redeemed by the Company for nominal consideration at such time as the holder owns less than 50% of the shares
issued to it in connection with the CardioVentures Merger.

 Contemporaneously with the closing of the CardioVentures
Merger on April 14, 2023, the Company changed its name to " SS Innovations International, Inc., " effected a one-for-10
reverse stock split and increased its authorized common stock to 250,000,000 shares.

 In connection with the consummation of the CardioVentures
Merger, Dr. Sudhir Srivastava, through Sushruta, assigned all patents, trademarks and other intellectual property used in the development,
commercialization, manufacturing and sale of its medical and surgical robotic systems and products to one or more wholly owned subsidiaries
of SSi.

 Our principal executive offices are located at
404-405, 3 rd Floor, iLabs Info Technology Centre, Udyog Vihar, Phase III, Gurugram, Haryana 122016, India. Our telephone number
is +91 73375 53469. Our corporate website is  Information appearing on our corporate website is not part of
this Annual Report and is not incorporated by reference herein. We have included our website address as an inactive textual reference
only.

 Products

 The SSi Mantra

 The SSi Mantra Surgical Robotic System is designed
to enable surgeons to perform a wide range of surgical procedures including cardiovascular, thoracic, head and neck, gynecological, urological,
cancer and general surgeries. The SSi Mantra has been clinically validated for safety, efficacy and effectiveness for its intended use
to perform robotically assisted surgeries in more than fifty different types of surgical procedures in India without any device related
adverse events. As of the date of this Annual Report, surgeons have performed over 3,500 surgical procedures in India in a wide array
of fields using the SSi Mantra, including many complex surgeries. The SSi Mantra offers the entire operating room staff three-dimensional,
high definition (" 3D4K ") vision, and gives the surgeon a magnified view up to ten times magnification. Our system uses
specialized instrumentation, including a miniaturized surgical camera (endoscope) and wristed instruments (for example, scissors, scalpels
and forceps) that are designed to help with the precise dissection and reconstruction of anatomical structures within the body. We
are currently focusing our efforts on marketing our next generation SSi Mantra 3, which was introduced in June 2024.

 The SSi Mantra 3 is comprised of the following
components:

 Surgeon Console. The SSi Mantra 3 allows
surgeons to operate while comfortably seated at an ergonomic open-faced console. Surgeons use a special pair of passive 3D glasses to
view a 3DHD image of the surgical field on a 32-inch 3D 4K resolution monitor with up to ten (10) times magnification, resulting in significantly
enhanced vision for the surgeon. The surgeon also has a second large 23-inch 2D touch monitor for system controls and DICOM applications.
The surgeon's fingers grasp extremely precise ergonomic hand controls, with the surgeon's hands naturally positioned relative
to his or her eyes, thereby minimizing strain during the surgeon's movements. Using electronic hardware, software, algorithms and
mechanics, our technology translates the surgeon's hand movements into precise and corresponding real-time movements of the SSi
Mantra instruments positioned through surgical ports going inside of the patient. When using the SSi Mantra 3, the surgeon is able to
sit in an ergonomic position and can see both the specific positioning of his or her hands and feet, thereby reducing the learning curve
and maintaining comfortable ergonomics during the surgical procedure. In addition, the SSi Mantra's robotic arms hold the camera
and instruments steady, offering greater stability for surgeons and operating room staff.

 Patient-Side Robotic Arm Carts. The robotic
arm carts are modular in design with robotic arms mounted on individual carts, each with a maximum height of 7.2 feet. The modular design
offers the flexibility of cart and robotic arm positioning to provide better placement in relation to the procedure and avoid collisions.
Further, there is the option of using three, four or five robotic arm configurations based on the users' preference and specific
surgical procedures. Each robotic arm cart includes stability via parking locks, freedom of patient docking and advanced touch-screen
controls. Each robotic arm cart has a built-in auto-leveling feature which allows each individual arm cart to be perfectly horizontally
level with respect to uneven floor surfaces that may be present in an operating room.

 Vision Cart. The vision cart provides an
additional 32-inch 3D 4K resolution monitor, identical to the surgeon's console, for the operating room staff. While wearing the
3D glasses, the entire operating team can view what the surgeon sees with the same depth perception. This ability also helps in reducing
the entire team's learning curve and translates into a safer and more efficient exchange of instruments and introduction of supplies
required in surgery. The vision cart also houses the control system for the articulating endoscope and camera and pre-operative guidance
software. It has uninterruptible power supply battery backup; universal safety features and incorporates the SSi Mantra multimedia recording
and streaming platform.

 Tele-Proctoring/Tele-Mentoring Capabilities.
The SSi Mantra has a built-in live streaming platform, which provides for remote mentoring and proctoring, thereby resulting in efficient
and cost-effective teaching and training capabilities.

 Instruments and Accessories

 We offer a comprehensive suite of stapling, energy
and core instrumentation for our surgical systems, under the brand name of SSi Mudra.

 Mudra Technology. The technology employed
in our instruments is designed to transform the surgeon's natural hand movements outside of the body into corresponding controlled
movements inside the patient's body, just as would be available to the surgeon in open surgery. With our technology, a surgeon can
also use "motion scaling," a feature that translates, for example, a three-centimeter hand movement outside the patient's
body into a one-centimeter instrument movement in the surgical field inside the patient's body. Motion scaling is designed to allow
precision and control for delicate tasks. In addition, the advanced software technology of the robotic system filters and eliminates any
tremors that may be present in a surgeon's hands.

 Mudra Instruments. Most of the more than
30 instruments that we manufacture incorporate Mudra technology with wristed joints for natural dexterity and tips customized for various
surgical procedures. Mudra instruments are offered in an 8mm diameter. Various Mudra instrument tips include forceps, scissors, electrocautery
tools, scalpels and other surgical tools that are familiar to the surgeon from open surgery and conventional minimally invasive surgery
(" MIS "). We have also developed and made available a variety of cardiac surgery specific instruments. A variety of
instruments may be selected and used interchangeably during surgery. All instruments are sterilizable at the hospital, and all are reusable
for a defined number of procedures. A programmed memory chip inside each instrument performs several functions that help determine how
the SSi Mantra and our instruments work together. In addition, the chip generally will not allow the instrument to be used for more than
the prescribed number of procedures to help ensure that its performance meets specifications during each procedure.

 Accessory Products. We sell various accessory
products, which are used in conjunction with the SSi Mantra as surgical procedures are performed. Accessory products include sterile drapes
used to help ensure a sterile field during surgery, vision products—such as replacement 3D stereo endoscopes, cannulas for the instruments
and camera and special seals to prevent leakage of carbon dioxide gas used during a procedure.

 Tele proctoring and Telesurgery. We are
the only surgical robotic company to have received a regulatory approval from CDSCO for both tele proctoring and telesurgery. Following
the demonstration of our telesurgery capabilities at the SMRSC 2024, a global conference organized by the Company, we began our clinical
trials that were conducted to validate this novel approach towards remote surgery. We first conducted two animal trials at a leading laparoscopy
hospital in Delhi NCR region located five kilometers away from our telesurgery lab in our facility. Thereafter, we performed a simple
robotic gall bladder removal (Cholecystectomy) to demonstrate safety and efficacy of our SSi Mantra Surgical Robotic System, when utilized
in a remote setting. After this trial, SSi commenced clinical trials wherein six complex urology, oncology and gynecology procedures were
performed at Rajiv Gandhi Cancer Institute at a distance of approximately 35 kilometers. Most recently, we have successfully performed
five robotic cardiac telesurgeries between our telesurgery lab in Gurugram and at a hospital in Jaipur located at a distance of approximately
286 kilometers, marking the world's first accomplishment in the field of robotic cardiac surgery and in March 2025, we used the
SSi Mantra 3 to perform robotic cardiac telesurgery over a 2,000-kilometer distance between SSi's headquarters in Gurugram, and
the Aster CMI Hospital in Bengaluru.

 Instruments under Development

 We also have a number of additional sophisticated
instruments currently under development. These include:

 NADI – Automated Coronary Anastomotic
Connector. This instrument is a micro stapling device intended to join two arteries together in cardiac bypass procedures. We intend
to offer the instrument in both robotic surgery and manual versions. The manual version is for use by cardiac surgeons who do not have
a robotic system and can be utilized in an open or minimally invasive procedure.

 SSi Multi-Fire Clip Applier. The SSi Multi-Fire
Clip Applier is a cartridge-based clip applicator being developed to be utilized for the hemostasis of blood vessels. Use of such a device
is a requirement during many surgical procedures. Currently, the clip applicators traditionally used in surgical procedures require withdrawal
of the instrument after each clip is placed resulting in a time-consuming process. By providing a cartridge with multiple clips we believe
the SSi Multi-Fire Clip Applier will allow for greater efficiency and time savings during surgical procedures.

 SSi Robotic Stapler. We are in the process
of finalizing the design and manufacturing of our SSI Robotic Stapler that would have broad applications in General Surgery, Thoracic
Surgery and Oncology Surgery. Upon completion of this development, SSI would be the second company globally to have a robotic stapler
that is compatible with its robotic surgical platform.

 SSi Maya - XR Pre-Operative Simulator.
SSi Maya is a Mixed Reality (XR) software application being crafted to transform the educational paradigm for surgeons and surgical assistants.
SSi Maya is specifically being designed to train and educate users on the intricacies of the SSi Mantra Surgical Robotic System. We intend
to offer immersive and innovative pre-operative training.

 SSi Holographic Anatomy. This product is
an advanced augmented reality tool being developed for the purpose of visualizing anatomies, providing comprehensive patient education,
and offering guidance for surgical procedures. This application will potentially present patients with three-dimensional DICOM data, enabling
them to better understand and engage with their own health information.

 SSi Chitrasa - Advanced DICOM Viewer. SSi
Chitrasa is being designed to empower robotic surgeons with unparalleled DICOM visualization capabilities. It includes a state-of-the-art
AI enabled application viewer which is seamlessly integrated with the SSi Mantra Surgical Robotic System to provide surgeons with comprehensive
tools to enhance their surgical confidence and precision in the operating room.

 SSi Mixed Reality Headset. The SSi Mixed
Reality headset is a medical-grade device that we hope will revolutionize intraoperative experiences by seamlessly interfacing with
the SSi Mantra Surgical Robotic System. This device is being designed to offer surgeons an immersive 3D endoscopic feed
visualization, while interactable augmented objects provide real-time patient vitals and data for enhanced surgical precision. The
potentially seamless collaboration between these technologies creates a comprehensive surgical platform, setting a new standard for
intraoperative medical advancements and pushing the boundaries of surgical excellence. Some salient features include:

 Peripheral view

 1080p resolution 3DHD vision

 32-inch image projection which allows for one meter depth perception

 Two separate left and right eye video signals projected through an optical engine onto an opaque micro-LED screen

 Natural reconstruction of the 3D image by the human brain

 SSi MantraM. In March 2025, we unveiled
our Mobile Tele-Surgical Unit, the " SSi MantraM " which is designed to offer access to remote robotically-assisted surgical
procedures, to geographic areas, which have only limited access to that level of healthcare.

 Services

 General. We have a network of field service
engineers in India and maintain relationships with various distributors around the globe. This infrastructure of service and support specialists
offers a full complement of services for our customers, including installation, repair, maintenance, 24/7 technical support and proactive
system health monitoring.

 Our comprehensive support and program assistance
helps ensure customers and care teams maximize program performance and protect their investment.

 Readiness and Maintenance Support. Readiness
support is operational support to ensure smooth onboarding and the adoption of new systems and technology. Maintenance support helps to
maximize operational efficiency and reduce unplanned equipment downtime. It includes services care plans, support teams, monitoring, software
upgrades and updates, as well as a customer portal. The service care plan portfolio offers flexible service plans to ensure reliability
of the systems and instruments and help optimize the robotics program. The support team of expert field service, remote technical support
and customer care agents resolve and prevent any technology issues that could inhibit optimal utilization of our SSi Mantra system. Software
upgrades and updates enable the latest product innovations, enhancements and reliability improvements.

 Macro Healthcare Trends

 Increasing demand for healthcare: The increasing
demand for healthcare in emerging markets such as India is driven by population growth and a growing middle class, rising per capita incomes,
growing health insurance penetration and changing lifestyles.

 These trends are resulting in patients demanding
specialized, higher quality products and services, with improved efficiency and outcomes for an overall better healthcare experience.
India's healthcare industry is expected to grow from $370 billion in 2022 to $610 billion in 2026. The proportion of the Indian
population in the working age-group (15–59 years of age) is expected to rise from 60.7% in 2011 to 65.1% in 2036. This demographic
segment demands, and we believe is willing to spend on high-quality healthcare services.

 Growing adoption of technology: Patients
and hospitals are increasingly focused on improving clinical outcomes while enhancing patient experience. Hospitals aim to achieve these
goals by customizing care, improving provider efficiency by lowering the amount of time required to treat patients and reducing overall
costs. Shorter recovery times with robotic-assisted surgery maximizes the operational efficiency of the bed capacity, along with reduction
in complications.

 Significant unmet need: India has 70,000
hospitals and approximately 21 million major surgeries are performed in India every year. However, only 10,000–12,000 robotic surgeries
are done in India annually, representing less than 0.1% of the global volume. Furthermore, laparoscopy is well established in India, leading
to a large pool of laparoscopic surgeons. This will facilitate a faster transition from laparoscopy to robotic surgery. There is a large
unmet need for surgical robotic systems that are affordable, accessible and have aftermarket support.

 Increasing health insurance penetration:
Health insurance coverage is an important determinant of access to and demand for healthcare services. Health insurance coverage in India
has steadily grown in recent years, covering 70% of the population with nearly 950 million people with either private health insurance
or government subsidized schemes such as Ayushman Bharat. Currently, Indians spend approximately 20% of their health spending as an out-of-pocket
expenditure compared to 55% in 2019. Key elements of the positive transformation of India's healthcare system are the National Health
Mission, Ayushman Bharat, and medical tourism.

 Medical value travel: India has emerged
as a leading destination for medical tourism, attracting patients from around the world. The Indian medical tourism market was valued
at $2.89 billion in 2020 and is expected to reach $13.42 billion by 2026. The medical tourism sector has emerged as a key growth driver
for surgical procedures in India. The factors contributing to the growth of medical tourism include availability of advanced treatments
at relatively lower costs, the availability of skilled doctors, advanced technology in private hospitals, English language proficiency
and ease of travel. The Indian Government has played a pivotal role in paving the way for these international patients to enter the country
and avail their desired medical treatments. It has implemented a number of policies, including the introduction of an e-Medical visa,
multiple entry visas and longer stays as needed for treatment.

 Favorable regulatory environment: Recently,
several policy measures were implemented to drive the growth of India's healthcare sector. These include increase in public health
expenditure to 2.5% of GDP by 2025; an implementation of several large-scale and ambitious initiatives like Ayushman Bharat—the
world's largest universal health coverage scheme covering 500 million people; commitment from the Government to invest $200 billion
in medical infrastructure by 2024, as well as the roll out of various schemes under the Aatma Nirbhar Bharat Abhiyaan. In particular,
the Performance-Linked Incentive (PLI) Scheme and the Scheme for Promotion of Medical Device Parks offers significant financial incentives
for investors to manufacture in India. A new PLI 2.0 scheme is also being prepared for promotion of the in-vitro diagnostics market.

 Our Strategy

 Our initial strategy is to focus on underserved
markets, such as India, where market penetration for surgical robotic systems has in large part been limited because of the high costs
of and steep learning curve for existing systems. After validating the SSi Mantra Surgical Robotic System in these markets, which we believe
we are currently accomplishing, we intend to leverage its advanced technology, significantly lower cost and ease of training to move into
other markets, such as the United States and Europe. Key elements of this strategy include:

 Focus on underserved markets. India, where
our operations are based and where we have commercially launched the SSi Mantra, has a population of approximately 1.4 billion people
and 70,000 hospitals. As a comparison, there are only approximately 6,120 hospitals in the U.S. However, only about 0.1% of global robotic
surgical procedures are done in India. By offering our advanced, cost-effective SSi Mantra Surgical Robotic System, we believe that we
can significantly penetrate the Indian market, as well as other underserved markets in Asia, Africa, Europe, Central and South America
and elsewhere.

 Focus on key institutions. Our marketing
efforts are focused on large multi-specialty care hospitals where a majority of complex surgical procedures are performed. Following the
initial placement at a given hospital, we intend to expand the number of physicians who use the SSi Mantra Surgical Robotic System and
work with the hospitals and their surgeons to promote patient education as to the benefits and cost effectiveness of our system. We believe
that these efforts will not only result in both increased usage and additional sales of instruments and systems at hospitals that purchase
the system, but also increased demand from competing hospitals, surgeons and other physicians.

 Focus on Leading Surgeons to Drive Rapid and
Broad Adoption. We place significant emphasis on marketing the SSi Mantra to leading surgeons who are considered to be the "thought
leaders" in their institutions and fields. In this regard, we have established both an Indian Medical Advisory Board and an International
Advisory Board consisting of leading surgeons in their respective fields. We believe that the participation of these surgeons in our product
development and their use of the SSi Mantra will generate confidence in many other surgeons to utilize the system for all types of surgical
procedures.

 Continued Development and Marketing. We
intend to continue developing and enhancing our technology and products and to communicate the benefits and advantages of the SSi Mantra
System (lower cost, ease of training and improved patient outcomes) in India and the other markets we plan to enter.

 Evaluation, Familiarization and Training Agreements
with Major Medical Facilities. We have and intend to continue entering into agreements with major medical facilities to install the
SSi Mantra Surgical Robotic System for evaluation, familiarization and training purposes. As of the date of this Annual Report, we had
entered into such agreements with approximately four hospital networks in India and with Johns Hopkins University in Baltimore, Maryland.

 National and International Medical Conferences.
 We participated in many International and National Conferences during 2024 hosted by nationally accredited and internationally acclaimed
bodies to help both raise awareness about the SSI Mantra surgical robotic platform and provide hundreds of surgeons with the opportunity
to have an insight of our SSi Mantra system. Our first Global SMRSC (SSI Mantra Robotic Surgery Conference) that was hosted in January
2024, was attended by over 700 national and international faculty who participated over the course of the two day event and our second
Global SMRSC that was hosted in March 2025, was attended by over 1,200 participants and displayed the increased capabilities of the SSi
Mantra 3, including the performance of telesurgery and the introduction of our mobile robotic surgical system. At both conferences, key
opinion leaders from India and abroad were given the platform to discuss not only their experience with the SSi Mantra but to foster discussions
on the global potential of a very disruptive yet cost-effective surgical robotic system.

 Clinical Applications

 The SSi Mantra has been clinically validated for
safety, efficacy and effectiveness for its intended use to perform robotically assisted surgeries in more than ninety different types
of surgical procedures in India without any device related adverse events. As of the date of this Annual Report, we have installed 75
systems in India and overseas, which have been used to perform more than three thousand surgical procedures, including cardiovascular,
thoracic, head and neck, gynecological, urological, cancer and general surgeries. We maintain productive collaborations with leading surgeons
to explore and develop new techniques and applications for robotic-assisted surgery with the SSi Mantra. We primarily focus our development
efforts on those procedures in which we believe our products bring the highest patient value, surgeon value and hospital value. Representative
surgical applications are described below.

 Cardiovascular

 Internal Mammary Artery Dissection. In
a coronary artery bypass graft procedure used in cardiac surgery, a blocked coronary artery is bypassed with a graft. When available,
an artery from the chest called the internal mammary artery is dissected from its natural position and grafted into place to perform the
bypass. Because the internal mammary artery is located inferior to the anterior surface of the chest, dissection of the vessel is challenging
using existing surgical instruments through the three- to five-inch incision commonly used in a non-robotic coronary artery bypass graft
procedure. Our products have multiple joints that emulate the surgeon's shoulders and elbows, allowing exact positioning of the
instruments inside the patient's chest. In addition, our Mudra instrument joints are designed to permit the surgeon to reach behind
the tissues for easier dissection of the internal mammary artery. Thus, we believe that the internal mammary artery can be dissected with
greater ease and precision using the SSi Mantra Surgical Robotic System.

 Totally Endoscopic Coronary Artery Bypass Surgery
(TECAB). Coronary artery bypass graft surgery demands that the surgeon delicately dissect and precisely suture very small structures,
which are less than two millimeters in diameter, under significant magnification. These procedures are difficult when performed in open
surgery. They are even more difficult when performed using a limited incision approach and can be challenging to perform when the heart
is beating. As a result, this procedure is typically done as open surgery by stopping the heart and using a heart/lung bypass machine.
The technology employed by the SSi Mantra is designed to allow surgeons to perform scaled instrument movements that can be even more precise
than the movements used in open surgery, thus enabling precise suturing of single and multiple coronary vessels on a stopped or beating
heart.

 Mitral and Aortic Valve Repair/Replacement.
Valve repair and replacement surgeries are challenging even when using open surgical techniques. Significant exposure of the surgical
field is essential to the identification and precise manipulation of valves and other structures inside the heart and is key to successful
surgical outcomes with minimal complications. Motion scaling allows a surgeon using the SSi Mantra to maneuver instruments inside the
patient even more precisely than is possible in open surgery. The SSi Mantra has enabled heart valve repairs to be performed through small
ports in a manner that could not have been accomplished with open surgery.

 Thoracic

 Conventional approaches to surgical procedures
in the thorax include both open and video-assisted thoracoscopic approaches. Procedures performed via these methods include pulmonary
wedge resection, pulmonary lobectomy, thymectomy, mediastinal mass excision and esophagectomy.

 Head and
Neck Surgery

 Transoral Surgery. Head and neck cancers
are typically treated by either surgical resection or chemo-radiation, or a combination of both. Surgical resection performed by an open
approach may require a "jaw-splitting" mandibulotomy. This procedure, while effective in treating cancer, is potentially traumatic
and disfiguring to the patient. Less invasive approaches via the mouth (transoral surgery) are challenged by line-of-sight limitations
dictated by conventional endoscopic tools. Chemo-radiation as a primary therapy does allow patients to avoid traumatic surgical incisions;
however, the literature suggests that this modality diminishes patients' ability to speak and swallow normally. Robotically assisted
transoral surgery allows them to operate on tumors occurring in the oropharynx (i.e., tonsil and base of tongue) and larynx via the mouth
and to overcome some of the line-of-sight limitations of conventional transoral surgery.

 Gynecologic

 Hysterectom y. Removal of the uterus
is one of the most performed surgeries in gynecology and is performed for a variety of underlying benign and cancerous conditions. Hysterectomies
can be performed using open surgery or minimally invasive techniques, which include vaginal, laparoscopic, and robotic-assisted approaches.
We believe that robotic-assisted surgery with the SSi Mantra provides patients with the opportunity to receive a minimally invasive treatment
as an alternative to an open hysterectomy.

 Sacro colpopexy. The abdominal (open) Sacro
colpopexy is one of the operations performed to treat vaginal vault prolapse. Sacro colpopexy involves suturing a synthetic mesh that
connects and supports the vagina to the sacrum (tailbone). A Sacro colpopexy can be performed using a conventional laparoscopic technique;
however, it is often difficult and cumbersome to perform. Robotic assisted surgical capabilities enable a larger number of these procedures
to be performed through a minimally invasive technique, conferring the benefits of minimally invasive surgery to a broader range of Sacro
colpopexy patients.

 Urologic

 Prostatectomy. Radical prostatectomy is
the removal of the prostate gland and accompanying lymph nodes in patients diagnosed with clinically localized prostate cancer. The standard
approach to the removal of the prostate was via an open surgical procedure. The conventional laparoscopic approach is an option, but it
is difficult and poses challenges to even the most skilled urologist. The SSi Mantra will enable a larger number of surgeons to convert
from using an open surgical technique to a minimally invasive robotic surgical technique.

 Partial Nephrectomy. Partial nephrectomy
is the removal of a small portion of a kidney (typically, an area of the kidney containing a tumor). Partial nephrectomies are most commonly
performed in patients diagnosed with clinically localized renal cancer. Excluding robotic-assisted surgery, there are three common surgical
approaches to performing partial nephrectomies: open surgical technique, laparoscopy, and hand-assisted laparoscopy, which is a hybrid
of open surgery and laparoscopic techniques. Robotic assisted surgical capabilities may enable a large number of these procedures to be
performed through a minimally invasive technique, conferring the benefits of minimally invasive surgery to a broader range of partial
nephrectomy patients.

 Radical Nephrectomy. Radical nephrectomy
is a surgery to remove the entire kidney, typically done to treat kidney cancers and occasionally or other reasons. In some instances,
the adrenal gland and lymph nodes may be removed as well.

 Cystectomy. Robotic-assisted cystectomy
is a minimally invasive bladder surgery with the same cancer removal success as open surgery. During robotic cystectomy, robotically trained
urology surgeons remove the bladder and redirect the urinary tract using a surgical robot. A robotic cystectomy is performed through a
series of small keyhole-sized incisions across the abdomen, which is less painful, heals faster, and produces significantly less surface
scarring than the larger incision associated with open surgery.

 General

 Hernia Repair. A hernia occurs when an
organ or other tissue squeezes through a weak spot in a surrounding muscle or connective tissue. During hernia repair surgery, the weakened
tissue is secured, and defects are repaired. Common types of hernias are ventral and inguinal. Ventral, or abdominal hernia, may occur
through a scar after surgery in the abdomen. Inguinal hernia is a bulge in the groin and is more common in men.

 Colorectal Surgery. These procedures typically
involve benign or cancerous conditions of the lower digestive system, in particular the rectum or colon. Common procedures in this area
include hemicolectomy, sigmoidoscopy, low anterior resection and abdominoperineal resection.

 Cholecystectomy. Cholecystectomy,
or the surgical removal of the gall bladder, is a commonly performed general surgery procedure. Cholecystectomy is the primary method
for the treatment of gallstones and other gall bladder diseases. Most cholecystectomies are performed using multi-port MIS techniques,
although some surgeons choose to perform cholecystectomies using manual single-port instrumentation.

 The Global Robotic Surgery Market

 General

 The global surgical robotics market valued at
9.6 billion in 2023 is forecasted to grow at a robust CAGR of 16.5% reaching US$23.7 billion by 2029*. Surgical robots offer significant
advantages in minimally invasive surgery by enabling exceptionally precise manipulation of surgical instruments within constrained operation
spaces, surpassing human capabilities. Robotic surgery is a procedure which involves a minimally invasive spectrum and represents an evolution
in practice across numerous medical disciplines. Surgical robotics technology is used across various medical specialties, enabling surgeons
to perform complex procedures through small incisions, resulting in reduced patient trauma, shorter recovery times, and enhanced patient
outcomes. Surgeries conducted utilizing robotic systems are expected to grow by approximately 400%, from 1.6 million surgeries
in 2020 to 6.2 million surgeries by 2030.

 (*Source:

 Market Dynamics

 Increase in demand and acceptance of laparoscopic
or minimally invasive surgery (" MIS ") due to the benefits to patients and surgeons, such as better screening, greater
precision, shorter hospitalization, reduced pain and discomfort has fueled the growth in the global surgical robotics market. In addition,
the surge in the number of gynecological, neurological and urological diseases is a primary factor driving the surgical robotics market
growth.

 In addition, surgical robotics enable minimally
invasive procedures, which involve smaller incisions, reduced trauma to surrounding tissues, and quicker recovery times. Patients are
increasingly seeking procedures that result in less pain and shorter hospital stays, and surgical robots fulfill these demands and the
rise in adoption of minimally invasive procedures has fueled market growth.

 Many surgical robotic systems incorporate advanced
visualization technologies, such as high-definition 3D imaging and augmented reality. These technologies grant surgeons a clearer view
of the surgical site, enhancing their ability to visualize complex anatomical structures and perform intricate tasks. The growth of the
surgical robotics market is expected to be driven by the availability of improved healthcare infrastructure, increase in unmet healthcare
needs, rise in prevalence of chronic diseases, and surge in demand for advanced surgical robotics products.

 Furthermore, the increase in need for automation
in the healthcare industry and the shifting trend towards advanced robotic surgeries fuels market growth. Moreover, untapped economies
such as Brazil, India, China and other developing economies create a lucrative surgical robotics market opportunity.

 The demand for surgical robotics is not only limited
to developed countries such as the U.S. but is also being witnessed in the developing countries, such as China, and India, which fuel
the growth of the market. Factors such as the rise in the number of surgeries drive the adoption of robotic technologies across different
specialties, contributing to the robust growth of the surgical robotics market. For instance, according to the National Center for Biotechnology
and Information (NCBI), in 2022, around 1,918,030 new cancer cases are projected to occur in the United States. In light of this projection,
the number of cancer surgeries performed by the subspecialty of robotic oncology surgeons is also expected to increase drastically as
well.

 Furthermore, as the global population ages, we
expect that there will be a greater need for surgical interventions to address age-related health conditions which boosts market growth.
Surgical robots assist surgeons in handling the complexities of these procedures, allowing for safer and more effective outcomes in elderly
patients. Moreover, initially limited to specific procedures, robotic technologies are now being adapted for a broader spectrum of surgeries
across various medical fields, including cardiac, neurology, urology, gynecology, and more. This versatility attracts hospitals and clinics
to aim to offer comprehensive robotic surgical services which is expected to drive the market growth.

 High initial costs associated with acquiring and
implementing robotic systems, including infrastructure and training, pose a financial challenge for many healthcare facilities which may
impede market growth. Regulatory complexities and concerns regarding patient safety, as well as the need for rigorous clinical validation
of robotic procedures, slow down the adoption process. In addition, the intricate nature of surgical robotics necessitates specialized
training for surgeons, potentially leading to a shortage of skilled professionals. These factors collectively hinder the rapid expansion
of the surgical robotics market.

 Segmental
Overview

 The surgical robotics industry is segmented into
components, surgery type, and region. By component, the market is categorized into systems, accessories, and services. Based on surgery
type, the market is segregated into gynecology surgery, urology surgery, neurosurgery, orthopedic surgery, general surgery, and other
surgeries. Region wise, the market is analyzed across North America, Europe, Asia-Pacific, Latin America, the Middle East and Africa (" LAMEA ").

 By Component

 With a consistently expanding installed base of
surgical robotic systems globally and increasing utilization thereof, the accessories and services segment dominated the global surgical
robotics market in 2022 and is expected to remain dominant throughout the forecast period, due to a further rise in the number of surgical
robotics procedures performed with precision, accuracy, and improved patient outcomes, coupled with the increased adoption of surgical
robotics technology. However, the systems segment is expected to register the highest CAGR during the forecast period, owing to a rise
in technological advancements and an increase in demand for advanced robotic surgical systems.

 By Surgery Type

 The general surgery segment dominated the global
surgical robotics market share in 2024 and is anticipated to continue this trend during the forecast period. This is attributed to versatility
and effectiveness of surgical robotics in a wide range of general surgery procedures, increase in patient demand for minimally invasive
surgeries, and ongoing advancements in technology.

 By Region

 The surgical robotics market size is analyzed
across North America, Europe, Asia-Pacific, and LAMEA. North America accounted for a major share of the surgical robotics industry in
2024 in terms of the number of surgical robotic systems installed and is expected to maintain its dominance during the forecast period.
In addition, the presence of well-established healthcare infrastructure, high purchasing power, and rise in adoption rate of advanced
surgical robotics products are expected to drive the market growth. Furthermore, product launch, collaborations, and acquisitions adopted
by the key players in this region boost the growth of the market.

 Asia-Pacific is expected to grow at the highest
rate during the surgical robotics market forecast period. The market growth in this region is attributable to the growing industrial infrastructure,
the rise in prevalence of chronic diseases, such as cancer and cardiovascular conditions which has driven the need for sophisticated surgical
interventions, which surgical robotic systems can provide. Moreover, the increase in awareness and acceptance of minimally invasive procedures
among patients in the Asia-Pacific region along with the benefits offered by surgical robotics further propels the market growth in this
region.

 India

 Within the Asia-Pacific region, India, being the
fastest growing economy, rising incomes and significant unmet need for high-quality healthcare services is potentially a key driver for
the growth of surgical robotics in the country. While India's healthcare sector is poised to grow from $110 billion in 2016 to $610
billion in 2026, its healthcare spending as a percentage of GDP is expected to grow from 3% to 6% and the ratio of insured households
is expected to grow from 37% to 69% between 2023 and 2030. Similarly, India's ratio of out-of-pocket healthcare spending is also
expected to decline from 55% in 2023 to 36% in 2030, as the result of increased insurance penetration.

 Historically, the lack of investment in healthcare
infrastructure in India, has led it to lag World Health Organization (" WHO ") standards in terms of the number of hospital
beds and physicians per 1,000 population. In the last several years, with the increasing burden of lifestyle diseases and additional factors
such as increasing medical value travel, a systemic shift has occurred in India with a renewed focus on increasing healthcare spending.
This trend is reflected in a 19.7% increase in hospital industry revenue from 2020 to 2023 and a 34.8% increase in hospital industry EBIDTA
during the same period.

 Sales, Marketing and Customer Support

 Sales Model

 We provide our products through a direct sales
organization in India and, outside of India, through an expanding distributor network that, as of December 31, 2024, included distributors
in Colombia, Ecuador, Guatemala, Indonesia, the Philippines, the United Arab Emirates, CIS Countries, the Baltic Region, Greece, Cyprus,
Sri Lanka, Bangladesh, Nepal, Oman, and Australia.

 Our direct sales organization is composed of a
capital sales team of ten individuals, who are responsible for selling systems, and a clinical support team of thirty individuals, which
is responsible for supporting the systems used in procedures performed at our hospital accounts. Our hospital accounts include both individual
hospitals and healthcare facilities as well as hospitals and healthcare facilities that are part of an integrated chain. The initial system
sale into an account is a major capital equipment purchase by our customers and typically has a lengthy sales cycle that can be affected
by evaluation periods, macroeconomic factors, capital spending prioritization, the timing of budgeting cycles and competitive bidding
processes. Capital sales activities include educating surgeons, physicians and other hospital staff across multiple specialties on the
benefits of robotic-assisted surgery with the SSi Mantra, total treatment costs and the clinical applications that our technology enables.
We also train our sales organization to educate hospital management on the potential benefits of adopting our system, including the clinical
benefits of robotic-assisted surgery with the SSi Mantra, such as improved patient outcomes.

 Our clinical sales team works onsite at hospitals,
interacting with surgeons and physicians, operating room staff and hospital administrators to develop and sustain successful robotic-assisted
surgery. They assist the hospital in identifying surgeons or physicians who have an interest in robotic-assisted surgery and the potential
benefits provided by the SSi Mantra. Our clinical sales team provides current clinical information on robotic-assisted surgery and new
product applications to the hospital teams.

 We offer our SSi Mantra through three selling models—
outright purchase, purchase on a deferred or installment payment basis, and purchase on a pay per procedure basis.

 In cases where the systems are installed on pay per procedure basis,
the Company earns revenue share which is a mix of fixed and variable components. Variable components consist 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 income.
Since title for the system is not getting transferred to the customer, the cost relating to those systems is capitalized under property,
plant and equipment and accordingly depreciation is charged over its period of useful life.

 Our customers place orders to replenish their
supplies of instruments and accessories on a regular basis. New direct customers who purchase a system typically place an initial stocking
order of instruments and accessories soon after they receive their system.

 To date, substantially all of our sales have been
in India, with one sale each in the United Arab Emirates, Ecuador, Nepal and Indonesia.

 Training and Customer
Support

 We also provide training for surgeons, physicians
and staff on the operation and use of the SSi Mantra using a variety of training approaches. These include didactic modules training,
hands on training, dry runs with the surgeons and their entire team, in-person proctored initial cases, on-site support for additional
cases and remote proctoring support for complex cases. With respect to sale of surgical robotic systems, training is provided at the time
of delivery to the end customer, however the effort involved is considered negligible.

 We have a network of field service and technical
support engineers in India and are establishing relationships with various distributors around the globe where we intend to market and
sell the SSi Mantra. This infrastructure of service and support specialists, along with advanced service tools and solutions, offers a
full complement of services for our customers, including installation, repair, maintenance, 24/7 technical support and proactive system
health monitoring.

 Research and Development

 We focus our research and development efforts
on enhancing and improving our products and services with a view to fulfilling our vision that the benefits of advanced robotic surgery
should be cost-effective and available to everyone. Through ingenuity and intelligent technology, we believe that we can expand the potential
of physicians to heal without constraints due to both cost and accessibility of these technologies. We employ engineering and research
and development staff and currently have a research and development team of 65 employees to focus on delivering future innovations and
sustaining improvements that advance our mission.

 Manufacturing

 Our systems and instruments are manufactured by
our employees at our approximately 70,000 square-feet facility in Gurugram, Delhi NCR, India. The manufacturing of our products is a complex
operation involving a number of separate processes and components.

 We purchase both custom and off-the-shelf components
from a large number of suppliers from both within India and overseas and subject them to stringent quality specifications, inspections,
and processes. Some of the components necessary for the assembly of our products are currently provided to us by sole-sourced suppliers
(the only recognized supply source available to us) or single-sourced suppliers (the only approved supply source for us among other sources).
We believe, however, that alternative suppliers are available if it should become necessary, although no assurance can be given that we
could secure such alternative sources of supply, if required, on commercially reasonable terms or without undue operational disruption.

 We purchase the majority of our components and
major assemblies through purchase orders rather than long-term supply agreements and generally do not maintain large volumes of finished
goods relative to our anticipated demand.

 Subject to receipt of necessary financing, we
plan to expand our in-house manufacturing capacity in order to meet anticipated increases in demand and to reduce our reliance on third-party
suppliers.

 Competition

 We face competition in the forms of existing open
surgery, conventional MIS, drug therapies, radiation treatment and other emerging diagnostic and interventional surgical approaches. Our
success depends on continued clinical and technical innovation, quality and reliability, as well as educating hospitals, surgeons and
patients on the demonstrated results associated with robotic-assisted medical procedures using our SSi Mantra Surgical Robotic System
and its efficacy and cost-effectiveness relative to other techniques.

 We compete with a number of U.S. and foreign companies
that have developed and currently manufacture and market products in the field of robotic-assisted medical procedures, including but not
limited to: Intuitive Surgical, Inc.; Asensus Surgical, Inc.; avateramedical GmbH; CMR Surgical Ltd.; Johnson & Johnson; Medicaroid
Corporation; Medrobotics Corporation; Medtronic plc; meerecompany Inc.; Olympus Corporation; Samsung Electronics Co., Ltd; Shandong Weigao
Group Medical Polymer Company Ltd.; Shanghai Microport Medbot (Group) Co., Ltd.; and Titan Medical Inc. Most, if not all of these companies
have longer operating histories and greater financial resources than SSi. In addition, other companies with substantial experience in
industrial robotics could potentially expand into the field of medical robotics and become competitors.

 Our failure to compete effectively with these
existing and potential competitors could adversely affect our results of operations, business and prospects.

 Intellectual Property

 We place considerable importance on obtaining
and maintaining patent, copyright, and trademark protection for our technologies, products and processes.

 We generally rely upon a combination of intellectual
property laws, confidentiality procedures and contractual provisions to protect our proprietary technology. For example, we have patents
and trademarks, both registered and unregistered, that provide distinctive identification of our products in the marketplace.

 As of the date of this Annual Report, our intellectual
property portfolio consists of 5 granted utility patents and 65 pending utility patent applications, and 10 PCT international WIPO applications
as follows:

 Pending

 Country

 Product

 Europe

 February 8, 2043

 December 1, 2043

 Europe

 June 9, 2043

 June 9, 2043

 MAYA

 India

 January 28, 2042

 June 28, 2042

 March 3, 2042

 October 11, 2044

 India

 March 31, 2043

 December 1, 2043

 India

 June 10, 2042

 June 10, 2042

 July 27, 2043

 July 27, 2043

 MAYA

 India

 September 28, 2041

 March 17, 2045

 MUDRA

 USA

 January 28, 2043

 USA

 July 15, 2044

 July 15, 2044

 USA

 June 9, 2043

 June 9, 2043

 MAYA

 USA

 November 4, 2042

 November 4, 2042

 MUDRA

 Japan

 Japan

 Korea

 Korea

 Singapore

 Singapore

 Australia

 Australia

 Israel

 Israel

 BRAZIL

 February 08, 2043

 BRAZIL

 July 15, 2044

 July 15, 2044

 INDONESIA

 October 20, 2043

 October 20, 2043

 INDONESIA

 June 09, 2043

 June 09, 2043

 MAYA

 Total

 Further, our intellectual property portfolio also
consists of 10 PCT international WIPO applications as follows:

 Pending

 Country

 Product

 WIPO

 May 21, 2025

 December 9, 2026

 WIPO

 February 27, 2026

 February 27, 2026

 MAYA

 WIPO

 October 31, 2025

 June 10, 2026

 Total

 Further, our intellectual property portfolio also
consists of 30 granted design patents and 4 pending design patent application as follows:

 Pending

 Country

 Product

 India

 January 31, 2038

 September 27, 2039

 December 20, 2038

 December 20, 2038

 India

 August 29, 2038

 December 23, 2039

 October 25, 2039

 March 17, 2040

 MUDRA

 Total

 In addition, we have filed 93 applications for
trademark registrations in India of which 40 have been registered. Further, we have filed 31 applications for trademark registrations
through both Madrid and direct foreign filings of which 13 have been registered.

 We have also filed two copyright applications,
both of which have been granted.

 We intend to apply for additional utility patents,
designs and trademarks in various jurisdictions.

 Notwithstanding the foregoing, we cannot be certain
as to the scope of protection that the patents granted will afford our technology and products, nor can we be certain that any pending
or future patent applications will be granted. Furthermore, if any protection we obtain is reduced or eliminated, others could use our
intellectual property without compensating us, resulting in harm to our business. In addition, others may assert that our products infringe
on their intellectual property rights, which may cause us to engage in costly disputes and, if we are not successful in defending ourselves,
could also cause us to pay substantial damages and prohibit us from selling our products.

 None of our patents and patent applications are licensed to or from
third parties.

 Government Regulation

 General

 Our products and operations are subject to regulation
in India by the Central Drugs Standard Control Organization (the " CDSCO "), by the Food and Drug Administration (the
" FDA ") in the U.S. and by similar agencies in other countries and regions in which we market or plan to market our
products. In addition, our products must meet the requirements of a large and growing body of international standards, which govern the
design, manufacture, materials content and sourcing, testing, certification, packaging, installation, use and disposal of our products.
We must continually keep abreast of these regulations, standards and requirements and integrate our compliance into the development and
regulatory documentation for our products. Failure to meet these standards could limit our ability to market our products in those regions
that require compliance with such standards. Examples of standards to which we are subject include ISO 13485, an internationally recognized
quality management system for the design, development and manufacture of medical devices.

 ISO 13485
Quality Management System

 ISO 13485 is an internationally recognized quality
management system for the design, development and manufacture of medical devices. It sets out the requirements for a quality management
system specific to the medical device industry. This standard is designed to be used by manufacturers throughout the life cycle of a medical
device. We are required to meet this standard to register our products for sale globally and are subject to rigorous annual reassessment
and audit procedures.

 Our Company has developed a Harmonized ISO 13485
QMS system in line with EN ISO 13485 and 21 CFR 820, for compliance with U.S. and European Union (" EU ") quality management
systems requirements.

 We received ISO 13485 certifications in 2021.
During the course of 2024, we conducted recertification audit from EU Notified Body for EN ISO 13485 and ISO 13485 and we received the
certification in Q4 of 2024.

 India Regulation

 Medical devices in India had been mostly unregulated
for a long time but that has changed in recent years, with the adoption of rules and regulations designed to improve and enhance patient
safety. Our products are primarily regulated under the Indian Medical Device Rules, 2017, as amended by the Medical Device (Amendment)
Rules, 2020 (as amended, the " IMDR ") promulgated and administered by the CDSCO. These rules cover various aspects of
medical device related regulations, including classification, registration, manufacturing and import, labeling, sales, and post-market
requirements. Similar to rules in the EU, they mandate that devices are safe and perform their intended function.

 Based on intended use of the device, the risks
associated with the device and other parameters referred to in the IMDR, the Central Licensing Authority of India classifies Medical Devices
into four risk classes: A (low risk); B (low moderate risk); C (moderate high risk); and D (high risk).

 The CDSCO has further divided the device classifications
into 24 panels, where our surgical robotic system is classified as a Class B device pertaining to operating room procedures. This license
has been updated to Class C to be in line with the international classification System.

 We currently have CDSCO approval for the manufacture,
sale and distribution of our products under Class C including the Telesurgery approvals and a license to export our products from India.

 In December 2024 we became the first and only
company in India to receive CDSCO regulatory approval for telesurgery and tele proctoring capabilities of a surgical robotic system.

 U.S. Regulation

 Our products will be subject to regulation as
medical devices in the United States under the Federal Food, Drug, and Cosmetic Act (" FFDCA "), as implemented and enforced
by the FDA. The FDA regulates the development, design, non-clinical and clinical research, manufacturing, safety, efficacy, labeling,
packaging, storage, installation, recordkeeping, complaint and adverse event reporting, clearance, approval, certification, promotion,
marketing, export, import, distribution and service of medical devices in the U.S. to ensure that medical devices distributed domestically
are safe and effective for their intended uses.

 We have filed a pre-submission
application with the U.S. FDA, requesting feedback on the SSi Mantra. We had a feedback meeting with the FDA on April 2, 2024, and the
FDA has indicated that we should pursue the Investigational Device Exemption (" IDE ") route to obtain U.S. approval
to market. Currently, we are in the process of preparation of the IDE Application and expect to start our U.S. IDE study in third quarter
of 2025, subject to FDA IDE and Institutional Review Board (" IRB ") approvals There can be no assurance that we will
receive FDA approval to market the SSi Mantra through the IDE route, that we will need to undertake a different path as set forth below
or that we will ever receive FDA approval to market.

 Under the FDA's regulatory scheme, medical
devices are classified into one of three classes—Class I, Class II or Class III, depending on the degree of risk associated with
each medical device and the extent of control needed to ensure safety and effectiveness. We believe that our current SSi Mantra Surgical
Robotic System and other products will be classified as Class II medical devices.

 Class II medical devices are those that are subject
to general controls, and most require premarket demonstration of adherence to certain performance standards, as specified by the FDA,
and special controls as deemed necessary by the FDA to ensure the safety and effectiveness of the device. These special controls can include
performance standards, post-market surveillance, patient registries and FDA guidance documents.

 Manufacturers of most Class II devices are required
to submit to the FDA a premarket notification under Section 510(k) of the FFDCA requesting authorization to commercially distribute the
device. The FDA's authorization to commercially distribute a device subject to a 510(k) premarket notification is generally known
as 510(k) clearance. Our current products are expected to be subject to premarket notification and clearance under section 510(k) of the
FFDCA. To obtain 510(k) clearance, we must submit to the FDA a premarket notification submission demonstrating that the proposed device
is "substantially equivalent" to a legally marketed predicate device.

 The FDA may require additional information, including
clinical data, to make a determination regarding substantial equivalence. In addition, the FDA collects user fees for certain medical
device submissions and annual fees for medical device establishments.

 If the FDA agrees that the device is substantially
equivalent to a predicate device, it will grant clearance to commercially market the device in the U.S. The FDA has a statutory ninety-day
(90-day) period to respond to a 510(k) submission; however, as a practical matter, clearance often takes longer. The FDA may require further
information, including clinical data, to make a determination regarding substantial equivalence. If the FDA determines that the device,
or its intended use, is not "substantially equivalent" to a predicate device, the device may be designated as a Class III
device. The device sponsor must proceed with and fulfill the requirements of the more rigorous requirements of the premarket approval
(" PMA ") process or can request a risk-based classification determination for the device in accordance with the de novo
classification pathway, which is a route to market for novel medical devices that are low to moderate risk and are not substantially equivalent
to a predicate device.

 The PMA process is more demanding than the 510(k)
premarket notification process. In a PMA application, the manufacturer must demonstrate that the device is safe and effective, and the
PMA application must be supported by extensive data, including data from preclinical studies and human clinical trials. The FDA, by statute
and regulation, has 180 days to review a PMA application, although the review more often occurs over a significantly longer period of
time and can take up to several years. In approving a PMA application or clearing a 510(k) submission, the FDA may also require some additional
manufacturing controls, design control activities and approvals, as well as specific post-market surveillance requirements when necessary
to protect the public health or to provide additional safety and effectiveness data for the device. In such cases, the manufacturer might
be required to follow certain patient groups for a number of years and make periodic reports to the FDA on the clinical status of those
patients.

 Clinical trials are almost always required to
support a PMA and are sometimes required to support a 510(k) submission. All clinical investigations designed to determine the safety
and effectiveness of a medical device must be conducted in accordance with the FDA's investigational device exemption (" IDE ")
regulations, which govern investigational device labeling, prohibit the promotion of the investigational device and specify an array of
recordkeeping, reporting and monitoring responsibilities of study sponsors and study investigators. Regardless of the degree of risk presented
by the medical device, clinical studies must be approved by, and conducted under the oversight of, an Institutional Review Board (" IRB ")
for each clinical site. During a study, the sponsor is required to comply with the applicable FDA requirements, including, for example,
trial monitoring, selecting clinical investigators and providing them with the investigational plan, ensuring IRB review, adverse event
reporting, record keeping and prohibitions on the promotion of investigation devices or on making safety or effectiveness claims for them.
The clinical investigators in the clinical study are also subject to the FDA's regulations and must obtain patient informed consent,
rigorously follow the investigational plan and study protocol, control the disposition of the investigational device and comply with all
reporting and recordkeeping requirements. Additionally, after a trial begins, we, the FDA, or the IRB could suspend or terminate a clinical
trial at any time for various reasons, including a belief that the risks to studying subjects outweigh the anticipated benefits.

 After a device receives 510(k) clearance, any
modification that could significantly affect its safety or effectiveness, or that would constitute a major change or modification in its
intended use, will require a new 510(k) clearance or depending on the modification, PMA approval or de novo classification. The FDA requires
each manufacturer to determine whether the proposed change requires submission of a 510(k), de novo classification or a PMA in the first
instance, but the FDA can review any such decision and disagree with the manufacturer's determination. If the FDA disagrees with
a manufacturer's determination, the FDA can require the manufacturer to cease marketing and/or request the recall of the modified
device until 510(k) marketing clearance, approval of a PMA or issuance of a de novo classification. Also, in these circumstances, the
manufacturer may be subject to significant regulatory fines or penalties.

 In addition, the FDA may place significant limitations
upon the intended use of our products as a condition of granting marketing authorization. Moreover, after a device is placed on the market,
numerous FDA and other regulatory requirements continue to apply. These requirements include establishment registration and device listing
with the FDA; compliance with medical device reporting regulations, which require that manufacturers report to the FDA if their device
caused or contributed, or may have caused or contributed, to a death or serious injury or malfunctioned in a way that would likely cause
or contribute to a death or serious injury if it were to recur; compliance with corrections and removal reporting regulations, which require
that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed
by the device or to remedy a violation of the FFDCA that may present a risk to health; the FDA's recall authority, whereby the agency
can order device manufacturers to recall from the market a product that is in violation of governing laws and regulations; and post-market
surveillance activities and regulations, which apply when deemed by the FDA to be necessary to protect the public health or to provide
additional safety and effectiveness data for the device. In addition, the FDA and the Federal Trade Commission also regulate the advertising
and promotion of our products to ensure that the claims we make are consistent with our regulatory clearances, that there is scientific
data to substantiate the claims and that our advertising is neither false nor misleading. In general, we may not promote or advertise
our products for uses not within the scope of our intended use statement in our clearances or make unsupported safety and effectiveness
claims.

 In the U.S., our manufacturing processes will
be required to comply with the Quality System Regulation (" QSR "). The QSR covers, among other things, the methods used
in, and the facilities and controls used for, the design, testing, controlling, documenting, manufacture, packaging, labeling, storage,
installation and servicing of all medical devices intended for human use. The QSR also requires maintenance of extensive records, which
demonstrate compliance with the FDA regulations, the manufacturer's own procedures, specifications and testing, as well as distribution
and post-market experience. Compliance with the QSR is necessary for a manufacturer to be able to continue to market cleared or approved
product offerings in the U.S. A company's facilities, records and manufacturing processes are subject to periodically scheduled
or unscheduled inspections by the FDA. Failure to maintain compliance with applicable QSR requirements could result in the shut-down of,
or restrictions on, manufacturing operations and the recall or seizure of marketed products. If the FDA determines that a manufacturer
has failed to comply with applicable regulatory requirements, it can take a variety of compliance or enforcement actions, which may result
in any of the following sanctions:

 warning letters, untitled letters,
fines, injunctions, consent decrees, administrative penalties, and civil or criminal penalties;

 recalls, withdrawals, or administrative
detention or seizure of our products;

 operating restrictions or partial
suspension or total shutdown of production;

 refusing or delaying requests for 510(k) marketing clearance or PMA approvals of new products or modified products;

 withdrawing 510(k) clearances
or PMA approvals that have already been granted;

 refusal to grant export approvals
for our products; or

 criminal prosecution.

 In addition, the discovery of previously unknown
problems with any marketed products, including unanticipated adverse events or adverse events of increasing severity or frequency, whether
resulting from the use of the device within the scope of its clearance or off-label by a physician in the practice of medicine, could
result in restrictions on the device, including the removal of the product from the market or voluntary or mandatory device recalls.

 Products manufactured outside of the U.S. by or
for us are subject to U.S. Customs and FDA inspection upon entry into the U.S. We must demonstrate compliance of such products with U.S.
regulations and carefully document the eventual distribution or re-exportation of such products. Failure to comply with all applicable
regulations could prevent us from having access to products or components critical to the manufacture of finished products and lead to
shortages and delays.

 European Union Regulation

 In the European Union (the " EU "),
all medical devices placed on the EU market must meet the essential requirements (" Essential Requirements "), including
the requirement that a medical device must be designed and manufactured in such a way that it will not compromise the clinical condition
or safety of patients or the safety and health of users and others. In addition, the device must achieve the performance intended by the
manufacturer and be designed, manufactured and packaged in a suitable manner.

 All medical devices are currently regulated by
Regulation (EU) No 2017/745 (the " EU Medical Devices Regulation " or the " MDR "), which became
effective on May 26, 2021 and replaced the former regulatory framework set forth in Council Directive 93/42/EEC (the " MDD ").

 We have been in discussions with an EU Notified
body for CE certification, which will allow us to market the SSi Mantra in the EU. We expect to submit our CE application submission in
the second quarter of 2025. There can be no assurance that we will receive CE certification.

 The MDR was adopted with the aim of ensuring better
protection of public health and patient safety. The MDR establishes a uniform, transparent, predictable and sustainable regulatory framework
across the EU for medical devices and ensures a high level of safety and health while supporting innovation. Unlike directives, regulations
are directly applicable in EU member states without the need for member states to implement them into national law. This aims to increase
harmonization across the EU member states.

 The MDR requires that, before placing a device
on the market, other than a custom-made device, manufacturers (as well as other economic operators, such as authorized representatives
and importers) must register by submitting identification information to the EUDAMED electronic system, which is in the process of being
implemented. The information to be submitted by manufacturers (and authorized representatives) also includes the name, address and contact
details of the person or persons responsible for regulatory compliance. The MDR also requires that, before placing a device on the market,
other than a custom-made device, manufacturers must assign a unique identifier to the device and provide it along with other core data
to the unique device identifier (" UDI ") database.

 All manufacturers placing medical devices on the
market in the EU must comply with the EU medical device vigilance system. Under this system, serious incidents and Field Safety Corrective
Actions (" FSCAs ") must be reported to the relevant authorities of EU member states. These reports are to be submitted
through EUDAMED (once fully functional) and aim to ensure that, in addition to reporting to the relevant authorities of the EU member
states, other actors, such as the economic operators in the supply chain, will also be informed. Until EUDAMED is fully functional, the
corresponding provisions of the MDD continue to apply. Manufacturers are required to take FSCAs, which are defined as any corrective action
for technical or medical reasons to prevent or reduce the risk of a serious incident associated with the use of a medical device that
is made available on the market.

 The advertising and promotion of medical devices
is subject to some general principles set forth in EU legislation. According to the MDR, only devices that are CE (Conformit Europ ene)
marked may be marketed and advertised in the EU in accordance with their intended purpose. Directive 2006/114/EC concerning misleading
and comparative advertising and Directive 2005/29/EC on unfair commercial practices, while not specific to the advertising of medical
devices, also apply to the advertising thereof and contain general rules, such as, for example, requiring that advertisements are evidenced,
balanced and not misleading. Specific requirements are defined at a national level. EU member states' laws related to the advertising
and promotion of medical devices, which vary between jurisdictions, may limit or restrict the advertising and promotion of products to
the general public and may impose limitations on promotional activities with healthcare professionals.

 Many EU member states have adopted specific anti-gift
statutes that further limit commercial practices for medical devices, in particular vis- -vis healthcare professionals and organizations.
Additionally, there has been a recent trend of increased regulation of payments and transfers of value provided to healthcare professionals
or entities and many EU member states have adopted national "Sunshine Acts," which impose reporting and transparency requirements
(often on an annual basis), similar to the requirements in the United States, on medical device manufacturers. Certain EU member states
also mandate implementation of commercial compliance programs.

 In the EU, regulatory authorities have the power
to carry out announced and, if necessary, unannounced inspections of companies, as well as of suppliers and/or sub-contractors and, where
necessary, the facilities of professional users. Failure to comply with the applicable regulatory requirements could require time and
resources to respond to the regulatory authorities' observations and to implement corrective and preventive actions, as appropriate.
Regulatory authorities have broad compliance and enforcement powers and, if such issues cannot be resolved to their satisfaction, can
take a variety of actions, including untitled or warning letters, fines, consent decrees, injunctions, or civil or criminal penalties.

 The aforementioned EU rules are generally applicable
in the European Economic Area (" EEA "), which consists of the twenty-seven EU member states, as well as Iceland, Liechtenstein
and Norway.

 Other countries

 Regulations in other countries, including the
requirements for approvals, certification or clearance and the time required for regulatory review, vary from country to country. Certain
countries, such as South Korea, Brazil, Australia and Canada, have their own regulatory agencies. These countries typically require regulatory
approvals and compliance with extensive safety and quality system regulations included in the Medical Device Single Audit Program that
we will be required to comply with on an ongoing basis. Failure to obtain regulatory approval in any foreign country in which we plan
to market our products or failure to comply with any regulation in any foreign country in which we market our products may negatively
impact on our ability to generate revenue and harm our business.

 In addition, local regulations may apply, which
govern the use of our products, and which could have an adverse effect on our product utilization if they are unfavorable. All such regulations
are revised from time to time and, in general, are increasing in complexity and in the scope and degree of documentation and testing required.
There can be no assurance that the outcomes from such documentation and testing will be acceptable to any particular regulatory agency
or will continue to be acceptable over time. There are further regulations governing the importation, marketing, sale, distribution, use,
and service as well as the removal and disposal of medical devices in the regions in which we operate and market our products. Failure
to comply with any of these regulations could result in sanctions or fines and could prevent us from marketing our products in these regions.

 Our ISO 13485 (quality management system) approval,
CDSCO approval for the manufacture, sale and distribution of our products and our Indian export license allows us to market our products
in fifty (50) non-FDA and non-CE (EU) countries without further regulatory approvals and in an additional seventy-nine (79) countries
require only minimal registration. We have received regulatory approval to market and sell our products in the United Arab Emirates, Nepal,
Indonesia, Guatemala Philippines, Ukraine and Sri Lanka and have initiated the regulatory approval process, in many other countries, which
if successful, will allow us to market our products in more than fifty (50) countries within approximately one year. However, there can
be no assurance as to when we will secure any such regulatory approvals, if at all.

 Data Privacy
and Security Laws

 Numerous state, federal, and foreign laws, regulations,
and standards govern the collection, use, access to, confidentiality, and security of health-related and other personal information and
could apply now or in the future to our operations or the operations of our partners. In the U.S., numerous federal and state laws and
regulations, including data breach notification laws, health information privacy and security laws and consumer protection laws and regulations
govern the collection, use, disclosure, and protection of health-related and other personal information. In addition, certain foreign
laws govern the privacy and security of personal data, including health-related data. Privacy and security laws, regulations, and other
obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations,
proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.

 We collect, process, share, disclose, transfer,
and otherwise use data, some of which contains personal information about identifiable individuals including, but not limited to, our
employees, clinical trial participants, partners, and vendors. Therefore, if we commence marketing our products in the U.S., the EU and
other countries, we will be subject to U.S. (federal, state and local) and international laws and regulations, including those in the
EEA regarding data privacy and security and our use of such data.

 If we market our products in the EU, we will be
subject to the European Union General Data Protection Regulation 2016/679 and applicable national supplementing laws (collectively, the
" GDPR "). The GDPR imposes comprehensive data privacy compliance obligations in relation to our collection, processing,
sharing, disclosure, transfer and other use of data relating to an identifiable living individual or " personal data,"
including a principle of accountability and the obligation to demonstrate compliance through policies, procedures, training, and audits.

 The GDPR also regulates cross-border transfers
of personal data out of the EEA. Recent legal developments in Europe have created complexity and uncertainty regarding such transfers,
in particular in relation to transfers to the United States.

 Cybersecurity

 In the normal course of business, we may collect
and store personal information and other sensitive information, including proprietary and confidential business information, trade secrets,
intellectual property, patient information, sensitive third-party information and employee information. To protect this information, our
existing cybersecurity policies require continuous monitoring and detection programs, network security precautions, encryption of critical
data and in-depth security assessments of vendors. We maintain various protections designed to safeguard against cyberattacks, including
firewalls and virus detection software. We have established and regularly test our disaster recovery plan, and we protect against business
interruption by backing up our major systems. In addition, we periodically scan our environment for any vulnerabilities, perform penetration
testing and engage third parties to assess the effectiveness of our data security practices.

 Employees

 As of the date of this Annual Report, we had 378
employees, 175 of whom were engaged in manufacturing, 76 in marketing, sales, clinical support and field service, 61 in research and development,
26 in sourcing, 5 in quality control and 35 in administration. Most of our employees are based at our facility in Gurgaon, Delhi NCR,
India. We generally consider our relationship with our employees to be good.

 Item 1A. Risk Factors.

 As a " smaller reporting company,"
as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the " Exchange Act "), we are not required
to provide the information required by this Item.

 Item 1B. Unresolved Staff Comments.

 Not applicable.

 Item 1C. Cybersecurity.

 In the normal course of business, we may collect
and store personal information and other sensitive information, including proprietary and confidential business information, trade secrets,
intellectual property, patient information, sensitive third-party information and employee information. To protect this information, our
existing cybersecurity policies require continuous monitoring and detection programs, network security precautions, encryption of critical
data and in-depth security assessments of vendors. We maintain various protections designed to safeguard against cyberattacks, including
firewalls and virus detection software. We have established and regularly test our disaster recovery plan, and we protect against business
interruption by backing up our major systems. In addition, we periodically scan our environment for any vulnerabilities, perform penetration
testing and engage third parties to assess the effectiveness of our data security practices. Our information technology (" IT ")
team is responsible for these ongoing monitoring and detection activities.

 Our cybersecurity program is primarily overseen by our Head-Server
and Network Administrator, who works closely with our information technology team and our senior management to develop and advance our
cybersecurity strategy, as well as to respond to cybersecurity incidents. Our Head-Server and Network Administrator reports to our Chief
Operating Officer on cybersecurity matters and collaborates with stakeholders to assess risks and implement strategies.

 The governance of our cybersecurity risks involves
active and informed participation from our management team, our IT team and our board of directors. This oversight includes briefings
by our IT team on the nature of the risks we face and the steps we are taking to mitigate these risks, as well as immediately reporting
any significant cybersecurity incident that occurs to management and the board of directors.

 We have engaged a specialized consulting firm
from India to enhance and develop the cybersecurity framework for our products with the aim of protecting sensitive patient data and proprietary
device information from cyber threats and ensuring compliance with the latest cybersecurity standards including, HIPPA, FDA regulations,
IEC 62443, and NIST guidelines for medical devices.

 We have not experienced a cybersecurity incident
that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations,
or financial condition. We continue to monitor potential cybersecurity threats and incorporate findings into our risk management strategies.

 Item 2. Properties.

 We lease approximately 70,000 square feet in
Gurugram, Delhi NCR, India, which serves as our headquarters as well as our manufacturing facility. The facility, spread over three
floors, is leased pursuant to a nine-year lease expiring in March 2030 for the third floor, another nine-year lease expiring in May
2032 for the ground floor and another six-year lease expiring in July 2030 for the first floor. All the leases are further renewable
under similar mutually agreed terms.

 Item 3. Legal Proceedings.

 In April 2024, an ex-shareholder of Otto Pvt
Ltd., an indirect wholly owned Bahamian subsidiary of SSi("Otto") commenced litigation in the Bahamas, seeking legal confirmation
that it holds 9,000 shares (approximately a 9% interest) in Otto. The litigation, in which Otto is one of the defendants, relates to
a purported transaction in 2021, at which time Dr. Sudhir Srivastava, the Company's Chairman, Chief Executive Officer and principal
shareholder, was the sole shareholder of Otto. The plaintiff in the litigation alleges that at that time, it acquired the 9,000 Otto
shares from Dr. Srivastava. However, as the plaintiff failed to pay the agreed upon consideration for the shares, in July 2022, the shareholding
was cancelled. Dr. Srivastava along with Otto, has recently filed an action in the Bahamas to confirm the cancellation of the shares
and reconfirm their ownership and both actions are pending in the Bahamian courts. The Bahamian court has issued an interim order to
maintain the status quo as it stands today with respect to the 9,000 Otto shares at the center of the dispute, as well as Otto's
shareholdings in Sudhir Srivastava Innovations Pvt Ltd. ("SSI-India"), our Indian operating subsidiary and SSI-India's
assets during the pendency of the litigation. Based on legal opinions obtained from counsel, the Company believes that there will be
a favorable outcome in this case.

 Notwithstanding the foregoing, Dr. Srivastava
and the Company have entered into an Indemnification Agreement on October 12, 2024, pursuant to which Dr. Srivastava has agreed to fully
indemnify the Company for any claims, damages and costs (including legal fees) which it incurs in connection with this litigation or in
relation to any of his ventures prior to consummation of the Company's acquisition by merger of CardioVentures, Inc. in April 2023.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 Item 5. Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities.

 Market Information

 Our common stock is currently quoted on the
OTC Pink tier of the over-the-counter market maintained by OTC Markets Group, Inc. under the symbol " SSII. "
However, the trading market for our common stock is sporadic and extremely limited. Moreover, until the review of the Form 15c2-11
which has been filed with FINRA on our behalf is cleared by FINRA (as to which no assurance can be given), our common stock is not
eligible for proprietary broker-dealer quotations on the over-the-counter market and may only be bought or sold in unsolicited
customer orders. This further limits the trading market for our common stock. The Company has also applied to list its common stock
on the Nasdaq Stock Market, LLC, although there is no assurance that such application will be approved or that in either case, a
liquid trading market for the common stock will develop and be sustained.

 Holders of our Common Stock

 As of the date of this Annual Report, we had 193,559,340
shares of common stock issued and outstanding and 343 holders of record of our common stock. One of these holders is CEDE and Company,
which is the mechanism used for brokerage firms to hold securities in book entry form on behalf of their clients and as of the date of
this Annual Report, they held approximately 15,051,246 shares of common stock for these shareholders.

 Dividends

 The payment by us of dividends, if any, in the
future rests within the discretion of our board of directors and will depend, among other things, upon our earnings, capital requirements
and financial condition, as well as other relevant factors. We have not paid any dividends since our inception and we do not intend to
pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business.

 Securities Authorized for Issuance under Equity
Compensation Plans

 Plan category

securities to

be issued upon

exercise

of outstanding

options, grants

warrants and

rights

 Weighted-

average

exercise

price of

outstanding

options,

warrants and

rights

remaining

available for future

issuance

under equity

compensation

plans (excluding

reflected in

column

(a))

 Equity compensation plans approved by security holders

 12,142,838 shares

 (1)

 $

 3.863

 7,213,096 shares

 (1)

 Equity compensation plans not approved by security holders

 0 shares

 –

 0 shares

 Total

 12,142,838

 (1)

 $ 0

 7,213,096

 (1)

 (1)
 Represents
shares of common stock under our 2016 Incentive Stock Plan (the " Incentive 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.

 Recent Sales of Unregistered Securities

 In March 2024, the Company issued 15,000 shares
of common stock to an investor relations firm for investor relations and digital marketing services.

 In August 2024, the Company issued 125,000 shares
to certain doctors/proctors for providing their proctoring/mentoring services.

 In December 2024, the Company issued 9,034 shares
of common stock to a marketing advisory services firm for providing dedicated support, production, graphics, post-production and distribution
services.

 All of the foregoing securities were
issued in accordance with the exemption from registration afforded by Section 4(a)(2) of and/or Regulation D under the Securities Act,
as amended, as the persons receiving such shares having provided the Company with appropriate representations as to their investment intent
and their status as " accredited investors " as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act.

 Item 6. [Reserved]

 Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations.

 Introduction

 The Company is engaged in the business of developing,
manufacturing, and selling a surgical robotic system under our proprietary brand " SSi Mantra," together with allied
accessories and a wide range of surgical instruments capable of supporting cardiac and a variety of other surgical procedures under our
proprietary brand "SSi Mudra". Having commenced commercial sales of our surgical robotic system in the second half
of 2022, the year 2023 was our first full year of commercial sales and during the year 2024, we further consolidated our installed base
of SSi Mantra in various parts of India and also expanded our presence in the global markets.

 Our financial performance is largely driven by
increasing awareness of the benefits of robotically assisted surgery, reduced learning curves for robotic surgeons and the affordability
and accessibility of surgical robotic technology. Our financial performance is also dependent on our obtaining regulatory approvals in
various regulated markets where we have plans to sell our products. Robotically assisted surgeries are increasingly being recognized as
an approved treatment modality from an insurance coverage perspective.

 Our manufacturing operations being based in India
derive significant operating cost advantages in terms of availability of quality and cost-effective fabrication/3D printing solutions,
electronic/electrical/mechanical components, outsourced services and skilled manpower. All these factors help us in having lower costs
of production which eventually helps us make our surgical robotic system cost effective and relatively affordable.

 During the year ended December 31, 2024, we sold
36 surgical robotic systems out of which 7 systems were sold on deferred payment basis. In addition, during the year ended December 31,
2024, we also installed 11 systems on a pay-per-use basis. The system installed at the Johns Hopkins Hospital in Baltimore Maryland for
research and clinical training, having completed one year period post its import into USA, was returned back to India in compliance with
the Indian government regulations for medical devices exported overseas for exhibition/clinical training/research purposes. During the
year ended December 31, 2024, we also received back 3 systems which, as of December 31, 2023, were installed in 3 hospitals for evaluation
purposes and as such we had no systems under evaluation at any of the hospitals as on December 31, 2024. At the end of December 2024,
we had a total of 62 installed systems of which 47 were installed during the year ended December 31, 2024.

 Results of Operations

 Introduction

 The financial statements appearing elsewhere in
this report have been prepared assuming that the Company will continue as a going concern. The Company is still in its initial years of
revenue generation by way of the sale of its product and has not yet established consistent operational revenue cash flows to meet all
its fixed operating costs and hence may continue to incur losses for some time. These conditions raise doubt about the Company's
ability to continue as a going concern.

 The following table provides selected financial
data about our Company at December 31, 2024, and December 31, 2023:

 Balance Sheet Data

 As of

 As of

 2024

 2023

 Cash

 466,500

 2,022,276

 Restricted Cash**

 6,157,035

 5,065,569

 Total Assets

 42,385,213

 31,515,994

 Total Liabilities

 28,928,110

 11,797,916

 Total Shareholders' Equity

 13,457,103

 19,718,078

 **

 Represents Fixed Deposits held by the bank as security for bank facilities and certain performance guarantees.

 To date, the Company has mainly relied on debt
and equity raised in private offerings to finance its operations. During 2025, the company plans to raise additional capital through further
private or public offerings. However, if we are unable to do so and if we experience a shortfall in operating capital, we could be faced
with having to limit our expansion plans, research and development and marketing activities.

 For the year ended

 S. No.

 Particulars

 2024

 2023

 Total Revenue

 20,649,528

 5,875,314

 Cost of revenue

 (12,197,162
)

 (5,149,786
)

 Gross profit

 8,452,366

 725,528

 Research & development expense

 2,491,771

 1,058,660

 Stock compensation expense

 14,342,784

 9,723,492

 Depreciation and amortization expense

 436,005

 152,738

 Selling, general and administrative expense

 10,157,768

 10,064,622

 Loss from operations

 (18,975,962
)

 (20,273,984
)

 Other income (expenses)

 (175,235
)

 (604,308
)

 Income tax expense

 -

 -

 Net loss

 (19,151,197
)

 (20,878,292
)

 Year ended December
31, 2024, as compared to year ended December 31, 2023

 Revenues. During the year ended December
31, 2024, the Company had revenues of $20,649,528 (comprising $19,457,767 of system sales, $942,548 of instrument sales and $177,518 of
warranty sales and $71,695 of Lease income), compared to revenues of $5,875,314 (comprising $5,225,777 of system sales, $647,766 of instrument
sales and $1,771 of warranty sales) during the year ended December 31, 2023.The increase in revenue is primarily due to sale of increased
number of surgical robotic systems and instruments in the year ended December 31, 2024 as compared to the year ended December 31, 2023.

 Research and Development Expenses. Research
and Development expenses during the year ended December 31, 2024, were $2,491,771, as compared to $1,058,660 for the year ended December
31, 2023. The increase in the Research and Development expenses as compared to the previous year is in line with the Company's continued
focus on improving the design and technological capabilities of its existing SSi Mantra system and further expanding its product offerings.

 Stock Compensation Expense. We had stock
compensation expenses of $14,342,784 and $9,723,492 during the years ended December 31, 2024, and December 31, 2023 respectively. The
substantial increase in the stock compensation expense in 2024 is primarily the result of the award of second tranche of stock grants
to employees of the Company and its subsidiaries and the issuance of stock awards and stock options to executive officers of the Company
and its subsidiaries in November 2024 under our Incentive Stock Plan, in recognition of their efforts in Company's operational growth.

 Depreciation and amortization expenses. We
had depreciation and amortization expense of $436,005 for the year ended December 31,2024, as compared to $152,738 in the year ended December
31, 2023. The depreciation and amortization expenses primarily consist of depreciation on fixed assets only.

 Selling, General and Administrative expenses. We
incurred $10,157,768 in selling, general and administrative expenses during the year ended December 31, 2024, as compared to $10,064,622
for the year ended December 31, 2023.

 Our Selling, General and Administrative expenses
("SG&A") comprise of expenses relating to salaries and benefits, retirement benefits as well as costs related to recruitment,
other compensation expenses of sales and marketing and client management personnel, sales commission, travel and brand building, client
events and conferences, training and retention of senior management and other support personnel in enabling functions, telecommunications,
utilities, travel and other miscellaneous administrative costs. SG&A expenses also include acquisition-related costs, legal and professional
fees (which represent the costs of third party legal, tax, accounting, immigration and other advisors), investment in product development,
digital technology, advanced automation and robotics, related to grant of our equity awards to members of our board of directors. We expect
our SG&A costs to increase as we continue to strengthen our support and enabling functions and invest in leadership development, performance
management and training programs. The increase in selling, general and administrative expenses resulted from the increased manpower strength
and an increased scale of commercial operations during 2024 as compared to the year ended December 31, 2023.

 Other Income (Expenses). We have incurred
$175,235 in interest expenses (net) during the year ended December 31, 2024, as compared to an interest expense (net) of $604,308 during
the year ended December 31, 2023. The decrease in interest expense (net) from 2023 to 2024 is due to increase in interest income on fixed
deposits with HDFC bank in India and interest income recognized during the year related to deferred payment sales.

 Net Loss. We incurred a net loss of
$19,151,197 for the year ended December 31, 2024, as compared to a net loss of $20,878,292 for the year ended December 31, 2023. The decrease
in net loss from 2023 to 2024 is primarily due to increase in gross profit of $7,726,838, offset by increase in stock compensation expense
and of $4,619,292 and decrease in interest expense (net) of $ 175,235 from $ 604,308 respectively.

 Liquidity and Capital Resources

 The Company expects to require substantial funds
for scaling up its operations, incurring capital expenditures to have its own manufacturing facility for in-house machining and tooling
capacity and to continue to finance its research and development work in the field of surgical robotics.

 As of December 31, 2024, the Company had shareholders'
equity of $13,457,103 and a working capital surplus of $6,086,069 as compared to shareholders' equity of $19,718,078 and a working
capital surplus of $12,954,939 as of December 31, 2023.

 For the year ended

 S. No.

 Particulars

 2024

 2023

 Net cash provided by operating activities:

 Net loss

 (19,151,197
)

 (20,878,292
)

 Non-cash adjustments

 16,435,264

 15,699,110

 Change in operating assets and liabilities

 (6,787,097
)

 (10,182,463
)

 Net cash used in operating activities

 (9,503,030
)

 (15,361,645
)

 Net cash used in investing activities

 (661,479
)

 (453,327
)

 Net cash provided by financing activities

 9,425,980

 22,796,286

 Net change in cash

 (738,529
)

 6,981,314

 Effect of exchange rate on cash

 274,219

 (168,094
)

 Cash at beginning of year

 274,625

 Cash at end of year

 6,623,535

 Cash Flows Used in Operating
Activities

 Net cash used in operating activities was $9,503,030 for
the year ending 31 December 2024, compared to $15,361,645 for the year ending 31 December 2023, reflecting lower cash losses and decrease
in working capital needs due to increased scale of operations. The major drivers contributing to the decrease of $5,858,615 in net cash
used in operating activities year-over-year included the following:

 Decrease in net cash loss to the extent of $2,463,249 (net of non-cash adjustments) in fiscal year 2024 compared to fiscal year 2023. Non-cash adjustments included stock compensation expense, credit loss reserve, operating lease expense, interest expense and depreciation.

 Decrease of $3,395,366 in operating assets and liabilities comprising mainly of an increase of $4,305,512 in deferred revenue and of $713,744 in accrued expenses and other liabilities in fiscal year 2024 as compared to 2023 and a net decrease of $1,623,890 in other operating assets and liabilities other than deferred revenue, accrued expenses and other liabilities.

 Changes in accounts receivable contributed to lower cash flow of $1,818,392 for fiscal year 2024 as compared to fiscal year 2023. Although the Company's revenue increased from system sales by $14,231,990, from instruments sales by $294,782, from warranty sales by $175,747 and from lease income by $71,695 in fiscal year 2024 compared to fiscal year 2023.

 Increased investment in inventory contributed to higher cash outflow of $7,691,518 for fiscal year 2024 compared to fiscal year 2023 due to revenue growth and expansion of business activities.

 Cash Flows from Investing Activities

 During the year ended December 31, 2024, we had
net cash used in investing activities of $661,479 resulting from purchases of property, plant and equipment.

 During the year ended December 31, 2023, we had
net cash used in investing activities of $453,327 resulting from purchase of property, plant and equipment.

 Cash Flows from Financing Activities

 During the year ended December 31, 2024, we had
net cash, provided by financing activities of $9,425,980, which comprised of $1,975,980 in proceeds from our bank overdraft facility,
$3,000,000 each in proceeds from issuance of convertible notes and promissory notes to our principal shareholder and $1,450,000 in proceeds
from issuance of convertible notes to other investors.

 During the year ended December 31, 2023, we had
net cash, provided by financing activities of $22,796,286, which comprised of $2,480,735 in proceeds from our bank overdraft facility,
$412,056 in proceeds from issuance of common stock against warrant and options, $16,980,000 in proceeds from issuance of convertible notes
to our principal shareholder, $3,000,000 in proceeds from issuance of convertible notes to other investors and $50,000 in proceeds from
the exercise of stock options. There was a decrease of $126,505 on account of repayment of term loans

 While we have been successful in raising funds to finance our operations
since inception and we believe that we will be successful in obtaining the necessary financing to fund our operations going forward,
we do not have any committed sources of funding and there is no assurance that we will be able to secure additional funding. The accompanying
consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, if we cannot
obtain financing, then we may be forced to further curtail our operations or consider other strategic alternatives. Even if we are successful
in raising the additional financing, there is no assurance regarding the terms of any additional investment and any such investment or
other strategic alternative would likely substantially dilute our current shareholders.

 Critical Accounting Estimates

 Use of Estimates

 The discussion and analysis of our financial condition
and results of operations are based upon the consolidated financial statements included in this Annual Report on Form 10-K, which have
been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). A summary of our significant
accounting policies is included in Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements under
Part II, Item 15, "Exhibits and Financial Statements Schedules."

 We consider the policies discussed below to be
critical to an understanding of our consolidated financial statements, as their application places the most significant demands on management's
judgment regarding matters that are inherently uncertain at the time an estimate is made.

 These policies include fair value of stock options
and standalone selling price in case of bundled revenue contracts.

 These accounting policies, estimates and the associated
risks are set out below. Future events may not develop exactly as forecasted and estimates routinely require adjustment.

 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. Each stock 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.

 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. Each of these products and services is a distinct performance obligation. System, instruments, accessories and services are also
sold on a standalone basis. For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative
standalone selling price. 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. Revenue that 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.

 Off-Balance Sheet Arrangements

 There are no off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk

 Not applicable.

 Item 8. Financial Statements and Supplementary
Data.

 See the Index to the Financial Statements beginning
on page F-1 below.

 Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures.

 (a) Disclosure Controls and Procedures

 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; and

 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, 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. 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 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
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.

 Item 9B. Other Information.

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.

 None.

 Item 10. Directors, Executive Officers and
Corporate Governance.

 Our directors and executive officers and their
respective ages and titles are as follows:

 Name

 Age

 Position(s) and Office(s) Held

 Sudhir Srivastava, MD

 Chairman, Chief Executive Officer and Director

 Anup Sethi

 Chief Financial Officer

 Vishwajyoti P. Srivastava, M.D

 President, Chief Operating Officer – South Asia and Director

 Chief Operating Officer – Americas and Director

 Dr. Mylswamy Annadurai

 Dr. S.P. Somashekhar

 Tim Adams

 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. Dr. Srivastava
founded Sudhir Srivastava Innovations Pvt. Ltd. (" 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. Dr. 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. Dr. 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. While in Texas, in 2002 Dr. Srivastava was the founding chairman of Alliance
Hospital, which became one of the busiest robotic cardiac centers globally. In 2007, Dr. Srivastava joined the University of Chicago faculty
and served as the Director of Robotic Cardiac Surgery to launch their program. In 2009, Dr. 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.
Dr. 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. Dr. 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. Mr. 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. Mr. 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.

 Vishwajyoti P. 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. Dr. 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. In 2015, Dr. Srivastava served as
the COO of a Miami based health and wellness startup, Reshape Inc., that developed an online platform for healthy living initiatives.
Dr. Srivastava was also instrumental in the creation of the International College of Robotic Surgery in Atlanta, Georgia, in 2009 as well
as the International Centre for Robotic Surgery in New Delhi, India, in 2011. Dr. Srivastava has been deeply involved in the field of
surgical robotics since 2008, covering the wide spectrum of clinical applications, teaching and training, tele-mentoring platforms, web-based
surgeon didactic training modules, digital media and marketing. Dr. Srivastava graduated from Saint James School of Medicine in Anguilla,
receiving his M.D. degree in August 2020. Dr. Srivastava also holds a B.A. in International Studies with a focus on South Asia from the
University of Washington in Seattle that he received in 1999. Dr. Srivastava completed all his premedical requirements at Columbia University's
Post Baccalaureate Program in New York City, graduating in 2003. He is fluent in English, Hindi and French.

 Barry F. 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 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. Mr.
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. Cohen & Co., an NASD member from 1983 to 1999. Mr. Cohen has over fifty years' experience in managing private and
public industrial companies, and forty-seven years' experience as a securities executive.

 Dr. Mylswamy Annadurai joined the Company
as a director on July 30, 2023. Dr. 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. 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. Since May 2019. Dr.
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. Ltd. Since February 2023, he is also serving as a Trustee Member of
the India Trustee Board of the America-India Foundation. Dr. Annadurai has received numerous awards from the Indian government, ISRO,
international space organizations, academic institutions and professional bodies and societies. Dr. Annadurai holds B.E. (ECE), M.E. (Applied
Electronics) and Ph. D. degrees from Anna University.

 Dr. S.P. Somashekhar joined the Company
as a director on July 30, 2023. Dr. 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. Dr. 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. He is also a Fellow of the Royal College of Surgeons
(Edinburgh).

 Dr. Frederic H Moll joined the Company
as a Director on August 20, 2024. Dr. 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. Dr. 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. Mr. 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. He holds
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

 Our directors are appointed for a one-year term
to hold office until the next annual meeting of our stockholders and until a successor is appointed and qualified, or until their removal,
resignation, or death. Executive officers serve at the pleasure of the board of directors.

 Family Relationships

 Dr. Sudhir Srivastava and Dr. Vishwajyoti P.
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,
the company has constituted three standing committees: an audit committee, a compensation committee and a nominating and corporate governance
committee.

 Our board of directors has determined that Dr.
Annadurai, Dr. Somashekhar, Dr. Moll and Mr. 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
experience

 Members of the aforesaid Committee (s) are as
follows:

 Name of the Committee

 Members of the Committee

 Audit Committee

 Mr. Tim Adams

 Dr. SP Somasekhar

 Compensation Committee

 Mr. Tim Adams

 Mr. Barry F. Cohen

 Nominating and Corporate Governance Committee

 Mr. Tim Adams

 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,
including (a) the quality and integrity of the Company's financial statements; (b) the Company's compliance with legal and
regulatory requirements; (c) the independent auditors' qualifications and independence; and (d) the performance of our Company's
internal audit functions and independent auditors, as well as other matters which may come before it as directed by the board of directors.
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 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; and

 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 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; and

 review periodically reports
from management regarding funding the Company's pension, retirement, long-term disability and other management welfare and benefit
plans.

 Nominating and Corporate Governance Committee

 The nominating and corporate governance committee
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
of directors a set of corporate governance principles applicable to the Company; and to oversee the evaluation of our board of directors
and management.

 Further, the nominating and corporate governance
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 annual committee assignments
and chairmanships;

 recommend the establishment
of special committees as may be necessary or desirable from time to time; and

 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. S.P. Somashekhar
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 people performing similar functions.

 Board of Directors Role in Risk Oversight

 Members of the board of directors have periodic
meetings with management and the Company's independent auditors to perform risk oversight with respect to the Company's internal
control processes. The Company believes that the board's role in risk oversight does not materially affect the leadership structure
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
Company.

 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.

 Item 11. Executive Compensation.

 Summary Compensation Table

 The table below summarizes all compensation awarded
to earned by or paid to our Chief Executive Officer and our other executive officers for the years ended December 31, 2024.

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 (#)

 (#)

 ($)

 Non-Equity
 Incentive Plan
 ($)

 Nonqualified
 Deferred
 Earnings
 ($)

 All Other
 ($)

 Total
 ($)

 Sudhir Srivastava, M.D. Chairman and

 2024

 600,000

 5,886,997
 (2)

 13,307,213
 (2)

 289,567

 14,196,780

 Chief Executive Officer (1)

 Anup Kumar Sethi

 2024

 177,385

 (4)

 178,251

 Chief Financial Officer (3)

 Vishwajyoti P. Srivastava, M.D.

 2024

 200,000

 (2)

 2,883,468
 (2)

 12,164

 3,095,632

 President and Chief Operating Officer – South Asia (5)

 2024

 180,000

 (2)

 2,883,468
 (2)

 3,063,468

 Chief Operating

 (7)

 Officer-Americas (6)

 (1)
 Sudhir Srivastava became our
Chairman and Chief Executive Officer on April 14, 2023, upon completion of the CardioVentures Merger.

 (2)

 Represents an option to purchase common stock granted under our Incentive Plan. The option vests in five equal annual installments commencing upon the date of grant and expires five years from the date of grant.

 (3)

 Mr. Sethi became our Chief Financial Officer on April 14, 2023, upon completion of the CardioVentures Merger.

 (4)

 Represents a grant of restricted shares of our common stock awarded under our Incentive Plan. The grant vests in five equal annual installments commencing upon the date of grant.

 (5)

 Dr. Vishwajyoti Srivastava became our President and Chief Operating Officer – South Asia on April 14, 2023, upon completion of the CardioVentures Merger.

 (6)

 Barry F. Cohen served as our Chairman and Chief Executive Officer from founding of the Company on February 4, 2015, until completion of the CardioVentures Merger on April 14, 2023, when he stepped down from those positions and assumed the position of Chief Operating Officer – Americas.

 (7)

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

 Employment Agreements

 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.
Srivastava. Dr. 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. Mr. Sethi's employment agreement with an annual base salary of $175,000 was also with Otto Pvt
Ltd. 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. Dr. Vishwajyoti P. Srivastava's
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. 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.

 Outstanding Equity Awards at Fiscal Year-End
Table

 The table below summarizes all unexercised options,
stock that has not vested, and equity incentive plan awards for each of our executive officers outstanding as of December 31, 2024.

Securities

Underlying

Unexercised

Exercisable

Securities

Underlying

Unexercised

Unexercisable

Exercise

Price

Date

shares

that have

not vested

 Market

value of

shares of

stock that

have not

vested**

 Sudhir Srivastava, M.D.

 4,364,931

 1,522,066

 $

 5.00

 Nov 27, 2028

 Anup Kumar Sethi

 507,355

 3,937,076

 Vishwajyoti P. Srivastava

 338,237

 507,355

 $

 5.00

 Nov 27, 2028

 338,237

 507,355

 $

 5.00

 Nov 27, 2028

 *

 The volume weighted average exercise price per share for all options awarded is $5.00.

 **

 Based on market price of $7.76 per share on the grant date

 The above are options to purchase common stock
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.

 Compensation of Directors Table

 The table below summarizes all compensation paid
to our directors for the year ended December 31, 2024, our last completed fiscal year.

 DIRECTOR COMPENSATION

 Name

 Fees
 Earned or
 paid in
 Cash
 ($)

 Stock
 ($)

 (#)

 Awards (2)
 ($)

 Non-Equity
 Incentive Plan
 ($)

 Non-Qualified
 Deferred
 Earnings
 ($)

 All Other
 ($)

 Total
 ($)

 Sudhir Srivastava, M.D.

 600,000

 5,886,997

 13,307,213

 289,567

 14,196,780

 Vishwajyoti P. Srivastava, M.D.

 200,000

 2,883,468

 12,164

 3,095,632

 180,000

 2,883,468

 3,063,468

 Dr. Mylswamy Annadurai

 Dr. S.P. Somashekhar (1)

 16,000

 16,000

 Tim Adams

 Frederic H Moll

 (1)

 Represents the value of a grant of 50,000 restricted shares of our common stock awarded under our Incentive Plan. The grant has fully vested as of December 31, 2024.

 (2)

 Represents the value of options to purchase common stock granted under our Incentive Plan. The option vests in five equal annual instalments commencing upon the date of grant and expires five years from the date of grant.

 Narrative Disclosure to the Director Compensation
Table

 The Company has not established a formal compensation
arrangement for its non-employee directors but anticipates that they will initially be compensated with periodic grant of options under
the 2016 Incentive Stock Plan, in the discretion of the board of directors. Non-employee directors are also reimbursed for travel and
lodging expenses in connection with their attendance at in-person meetings of the board. When the Company is sufficiently capitalized,
the Company may institute payment of cash directors' fees to its non-employee directors in amounts to be determined at that time.

 2016 Incentive Stock Plan

 Our 2016 Incentive Stock Plan (the "Incentive
Stock Plan ") provides for equity incentives to be granted to our employees, executive officers or directors or to key advisers
or consultants. Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the
underlying shares as determined pursuant to the 2016 Plan, restricted stock awards, other stock-based awards, or any combination of the
foregoing. 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.

 Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

 The following table sets forth, as of the date
of this Annual Report, the beneficial ownership of our common stock by (i) each director and executive officer; (ii) directors and executive
officers as a group; (iii) each other five percent (5%) beneficial owner of our common stock.

 The percentage ownership information shown in
the table is based upon 193,559,340 shares of common stock outstanding as of the date of this Annual Report. Unless otherwise stated,
the address of the persons set forth on the table is c/o the Company.

 Beneficial ownership is determined in accordance
with the rules of the SEC and includes voting or investment power with respect to the securities. Except as otherwise indicated, each
person or entity named in the table has sole voting and investment power with respect to all shares of our capital shown as beneficially
owned, subject to applicable community property laws. In accordance with SEC rules, shares of our common stock which may be acquired upon
exercise of stock options which are currently exercisable or which become exercisable within sixty (60) days of the date of this Annual
Report are deemed beneficially owned by the holders of such options and are deemed outstanding for the purpose of computing the percentage
of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other
person

 Names and addresses of beneficial owners

 shares of
 common stock

 Percentage
 of class
 (%)

 Directors and executive officers

 Sudhir Srivastava, M.D. (1)

 117,158,445

 58.94
 %

 Anup Sethi (2)

 378,236

 *

 Vishwajyoti P. Srivastava, M.D. (3)

 338,237

 *

 Barry F. Cohen (4)

 8,501,954

 4.28
 %

 Dr. Mylswamy Annadurai

 *

 Dr. S.P. Somashekhar (5)

 282,696

 *

 Tim Adams

 5,031,902

 2.53
 %

 20,335,045

 10.23
 %

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

 152,026,515

 76.48
 %

 5% or greater shareholders

 Manipal Global Health Services

 14,949,070

 7.52
 %

 22, St. 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
122016, India.

 *

 Less than 1%.

 (1)

 Includes (a) 112,761,514 shares held of record by Sushruta Pvt. Ltd. (" Sushruta "), a Bahamian holding 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. 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.

 (2)

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

 (3)

 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.

 (7)
 Dr. Ranjan R. 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. Under the rules of the SEC, a person (or group of persons) is deemed to be a "beneficial
owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security,
or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial
owner of the same security.

 Securities Authorized for Issuance under Equity
Compensation Plans

 Plan category

to be issued upon

exercise of

outstanding

options,

warrants

and rights

 Weighted- average

exercise

price of

outstanding

options,

warrants

and rights

remaining

available for

future issuance

under equity

compensation

plans

(excluding

reflected in

column (a))

 Equity compensation plans approved by security holders

 12,142,838 shares

 (1)

 $

 3.863

 7,213,096 shares

 (1)

 Equity compensation plans not approved by security holders

 0 shares

 --

 0 shares

 Total

 12,142,838

 (1)

 $

 7,213,096

 (1)

 (1)

 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.

 Item 13. 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.

 Item 14. Principal Accounting Fees and
Services.

 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. for
fiscal year 2023 were as follows:

 Year
 Ended
 2024

 Year
 Ended
 2023

 Audit Fees(1)

 686,326

 112,500

 Audit-Related Fees

 -

 -

 Tax Fees

 -

 -

 All Other Fees

 -

 -

 Total

 686,326

 112,500

 (1)
 Audit
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
PC. ("Borgers").

 Audit
Fees

 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
years. 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
Fees

 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.

 Tax
Fees

 This category
consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The
services for the fees disclosed under this category include tax return preparation and technical tax advice.

 All
Other Fees

 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 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.

 Item 15. Exhibits and Financial Statement
Schedules.

 (a)

 The following documents are filed as part of this Report:

 (1)

 Financial Statements. The following financial statements and the report of our independent registered public accounting firm are filed as " Item 8. Financial Statements and Supplementary Data " of this Annual Report:

 Page

 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

 Notes to Consolidated Financial Statements

 (2)

 Financial Statement Schedules.

 Financial Statement Schedules are omitted
because the information required is not applicable or the required information is shown in the financial statements or notes thereto.

 (3)

 Exhibits.

 Exhibit Number

 Description

 3.1(i)

 Amended and Restated Articles of Incorporation (1)

 3.1(ii)

 Articles of Amendment to Amended and Restated Articles of Incorporation (2)

 3.2

 By-Laws (1)

 10.1

 2016 Incentive Stock Plan (1)+

 10.2

 Employment Agreement with Dr, Sudhir Srivastava (2)

 10.3

 Employment Agreement with Dr. Vishwajyoti P. Srivastava (2)+

 10.6

 Employment Agreement with Anup Sethi (2)+

 10.7

 Employment Agreement with Barry F. Cohen (3)+

 10.8

 Promissory Note made in favor of Sushruta Pvt. Ltd. (3)

 10.9

 Form of Director Appointment Agreement (1)+

 10.10

 Form of Indemnification Agreement (1)+

 14.1

 Code of Ethical Conduct (1)

 14.2

 Insider Trading Policy (4)

 21.1

 List of Subsidiaries (4)

 31.1

 Section 302 Certification by Chief Executive Officer (4)

 31.2

 Section 302 Certification by Chief Financial Officer (4)

 32.1

 Section 906 Certification by Chief Executive Officer (4)

 32.2

 Section 906 Certification by Chief Financial Officer (4)

 99.1

 Audit Committee Charter (4)

 99.2

 Compensation Committee Charter (4)

 99.3

 Nominating and Corporate Governance Committee Charter (4)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 (1)

 Filed as an exhibit to the Company's Registration Statement on Form S-1 (File No. 333-216054) and incorporated herein by reference.

 (2)

 Filed as an exhibit to the Company's Current Report on Form 8-K filed on April 19, 2023 and incorporated herein by reference.

 (3)

 Filed as an exhibit to the Company's Current Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed on August 8, 2023 and incorporated herein by reference.

 (4)

 Filed herewith

 +

 Indicates management contract or compensatory plan or arrangement.

 Item 16. Form 10-K Summary.

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 By:

 /s/ Sudhir Srivastava

 Sudhir Srivastava, M.D.,

Chairman, Chief Executive Officer and Director

 (Principal Executive Officer)

 By:

 /s/ Anup Sethi

 Anup Sethi,

Chief Financial Officer

 (Principal Financial Officer and

Principal Accounting Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated:

 By:

 /s/ Sudhir Srivastava

 Sudhir Srivastava, M.D.,

Chairman, Chief Executive Officer and Director

 (Principal Executive Officer)

 By:

 /s/ Anup Sethi

 Anup Sethi,

Chief Financial Officer

 (Principal Financial Officer and

Principal Accounting Officer)

 By:

 /s/ Vishwajyoti P. Srivastava

 Vishwajyoti P. Srivastava, M.D.,

President, Chief Operating Officer – South Asia and Director

 By:

 /s/ Barry F. Cohen

 Barry F. Cohen,

Chief Operating Officer – Americas and Director

 By:

 /s/ Mylswamy Annadurai

 Dr. Mylswamy Annadurai,

 By:

 /s/ S.P. Somashekhar

 Dr. S.P. Somashekhar,

 INDEX TO CONSOLIDATED
FINANCIAL STATEMENTS

 Page

 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

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 Shareholders and Board of Directors

 SS Innovations International Inc.

 405, 3 rd Floor, iLabs Info Technology
Centre

 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"). In our
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
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.

 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.

 F- 2

 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. 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
million. The Company's system sale arrangements could include a combination of the following performance obligations: system(s);
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:

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

 Testing
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
2024.

 Gurugram, India

 April 15, 2025

 F- 3

 CONSOLIDATED BALANCE SHEETS

 As of

 Notes

 2024

 2023

 ASSETS

 Current Assets:

 Cash and cash equivalents

 $
 466,500

 $
 2,022,276

 Restricted cash

 5,838,508

 5,029,650

 Accounts receivable, net

 4,466,047

 1,901,244

 Inventory, net

 10,206,898

 7,017,913

 Prepaids and other current assets

 6,438,338

 5,457,576

 Total Current Assets

 27,416,291

 21,428,659

 Non- Current Assets:

 Property, plant, and equipment, net

 5,385,955

 706,405

 Right of use asset

 2,623,880

 2,657,554

 Accounts receivable, net

 3,299,032

 2,365,013

 Restricted cash

 318,527

 35,919

 Prepaids and other non-current assets

 3,341,528

 4,322,444

 Total Non-Current Assets

 14,968,922

 10,087,335

 Total Assets

 $
 42,385,213

 $
 31,515,994

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities

 Bank overdraft facility

 $
 7,994,906

 $
 6,018,926

 Notes payable

 7,450,000

 -

 Current maturities of long-term debt

 -

 510,189

 Current portion of operating lease liabilities

 409,518

 396,784

 Accounts payable

 2,312,382

 901,552

 Deferred revenue

 1,278,602

 156,330

 Accrued expenses & other current liabilities

 1,884,814

 489,939

 Total Current Liabilities

 21,330,222

 8,473,720

 Non- Current Liabilities

 Operating lease liabilities, less current portion

 Deferred Revenue- non-current

 5,173,953

 939,150

 Other non-current liabilities

 74,817

 33,933

 Total Non-Current Liabilities

 7,597,888

 3,324,196

 Total Liabilities

 28,928,110

 11,797,916

 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

 17,157

 17,072

 Accumulated other comprehensive income (loss)

 ( 749,625
)

 ( 195,499
)

 Common stock to be issued, 12,500 shares

 -

 Additional paid in capital

 56,952,200

 43,457,937

 Capital reserve

 Accumulated deficit

 ( 43,662,547
)

 ( 24,511,350
)

 Total stockholders' equity

 13,457,103

 19,718,078

 Total liabilities and stockholders' equity

 $
 42,385,213

 $
 31,515,994

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 4

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS

 For The Year Ended

 Notes

 2024

 2023

 REVENUES

 System sales

 19,457,767

 5,225,777

 Instruments sale

 942,548

 647,766

 Warranty sale

 177,518

 1,771

 Lease income

 71,695

 -

 Total revenue

 $
 20,649,528

 $
 5,875,314

 Cost of revenue

 ( 12,197,162
)

 ( 5,149,786
)

 GROSS PROFIT

 8,452,366

 725,528

 OPERATING EXPENSES:

 Research & development expense

 2,491,771

 1,058,660

 Stock compensation expense

 14,342,784

 9,723,492

 Depreciation and amortization expense

 436,005

 152,738

 Selling, general and administrative expense

 10,157,768

 10,064,622

 TOTAL OPERATING EXPENSES

 27,428,328

 20,999,512

 Loss from operations

 ( 18,975,962
)

 ( 20,273,984
)

 OTHER INCOME (EXPENSE):

 Interest expense

 ( 973,235
)

 ( 894,621
)

 Interest and other income, net

 798,000

 290,313

 TOTAL OTHER EXPENSE, NET

 ( 175,235
)

 ( 604,308
)

 LOSS BEFORE INCOME TAXES

)

)

 Income tax expense

 -

 -

 NET LOSS

 $
)

 $
)

 Net loss per share - basic and diluted

 2(r)

 $
 ( 0.11
)

 $
 ( 0.14
)

 Weighted average- basic shares

 2(r)

 170,847,444

 144,866,674

 Weighted average- diluted shares

 2(r)

 181,203,673

 152,069,825

 CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

 NET LOSS

 $
)

 $
)

 OTHER COMPREHENSIVE INCOME (LOSS)

 Foreign currency translation loss

 ( 539,900
)

 ( 243,089
)

 Retirement Benefit (net of tax)

 ( 14,226
)

 ( 7,009
)

 TOTAL COMPREHENSIVE LOSS

 $
 ( 19,705,323
)

 $
 ( 21,128,390
)

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 5

 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 Preferred
 Stock

 Stock

 Stock to be Issued

 Additional

 Paid-In

 Accumulated

 Capital

 Accumulated
 other

 comprehensive

 Total
 Stockholders'

 Notes

 Number

 Amount

 Number

 Amount

 Number

 Amount

 Capital

 Deficit

 Reserve

 income
 (loss)

 equity

 Balance
 as at December 31, 2022

 -

 -

 128,161,013

 12,817

 -

 -

 ( 12,812
)

 ( 3,633,058
)

 54,599

 ( 2,678,537
)

 Preferred
 stock issued

 1,000

 -

 -

 -

 -

 ( 1
)

 -

 -

 -

 -

 Reverse
 recapitalization

 -

 -

 6,545,531

 -

 -

 ( 655
)

 -

 -

 -

 -

 Conversion
 of notes payable to equity

 -

 -

 30,593,816

 3,059

 -

 -

 23,114,844

 -

 -

 -

 23,117,903

 Stock
 issued for services

 -

 -

 4,562,451

 -

 -

 10,630,075

 -

 -

 -

 10,630,531

 stock issued against exercise of warrants

 -

 -

 90,514

 12,500

 362,046

 -

 -

 -

 412,055

 stock issued against exercise of options

 -

 -

 -

 -

 49,995

 -

 -

 -

 Stock

 -

 -

 718,555

 -

 -

 5,575,914

 -

 -

 -

 5,575,986

 Share
 cancellation

 -

 -

 ( 10,000
)

 ( 1
)

 -

 -

 -

 -

 -

 -

 Stock
 compensation

 -

 -

 -

 -

 -

 -

 3,738,530

 -

 -

 -

 3,738,530

 Net
 loss

 -

 -

 -

 -

 -

 -

 -

)

 -

 ( 250,098
)

 ( 21,128,390
)

 Balance
 as at December 31, 2023

 1,000

 170,711,880

 17,072

 12,500

 43,457,937

 ( 24,511,350
)

 ( 195,499
)

 19,718,078

 Stock
 compensation

 -

 -

 -

 -

 -

 -

 7,795,586

 -

 -

 -

 7,795,586

 stock issued against exercise of warrants

 -

 -

 12,500

 ( 12,500
)

 ( 50,000
)

 49,999

 -

 -

 -

 -

 Stock
 issued for services

 -

 -

 149,039

 -

 -

 171,236

 -

 -

 -

 171,250

 Stock

 -

 -

 705,865

 -

 -

 5,477,442

 -

 -

 5,477,512

 Net
 loss

 -

 -

 -

 -

 -

 -

 -

)

 -

 ( 554,126
)

 ( 19,705,323
)

 Balance
 as at December 31, 2024

 1,000

 $

 171,579,284

 $
 17,157

 -

 -

 $
 56,952,200

 $
 ( 43,662,547
)

 $

 $
 ( 749,625
)

 $
 13,457,103

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 6

 CONSOLIDATED STATEMENTS
OF CASH FLOWS

 For the Year ended

 2024

 2023

 Cash flows from operating activities:

 Net loss

 $
)

 $
)

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

 Depreciation and amortization

 436,005

 152,738

 Operating lease expense

 753,449

 560,668

 Interest Expense

 317,234

 479,476

 Interest and other income, net

 ( 418,426
)

 ( 290,313
)

 Property, plant and equipment written off

 48,456

 9,250

 Credit loss reserve

 955,762

 -

 Shares issued to investors and advisors

 -

 5,063,799

 Stock compensation expense

 14,342,784

 9,723,492

 Changes in operating assets and liabilities:

 Accounts receivable, net

 ( 4,890,032
)

 ( 3,071,640
)

 Inventory, net

 ( 7,691,518
)

 ( 6,113,810
)

 Deferred revenue

 5,357,075

 1,051,563

 Prepaids and other assets

 ( 1,411,621
)

 ( 2,690,178
)

 Accounts payable

 1,410,830

 736,075

 Accrued expenses & other liabilities

 1,144,037

 430,293

 Operating lease payment

 ( 705,868
)

 ( 524,766
)

 Net cash used in operating activities

 ( 9,503,030
)

 ( 15,361,645
)

 Cash flows from investing activities:

 Purchase of property, plant and equipment

 ( 661,479
)

 ( 453,327
)

 Net cash used in investing activities

 ( 661,479
)

 ( 453,327
)

 Cash flows from financing activities:

 Proceeds from issuance of common stock against warrants and options

 -

 412,056

 Proceeds from issuance of promissory notes to principal shareholder

 3,000,000

 -

 Proceeds from issuance of convertible notes to principal shareholder

 3,000,000

 16,980,000

 Proceeds from issuance of convertible notes to other investors

 1,450,000

 3,000,000

 Proceeds from bank overdraft facility (net)

 1,975,980

 2,480,735

 Repayment of term loan

 -

 ( 126,505
)

 Proceeds from warrant exercised pending allotment

 -

 Net cash provided by financing activities

 9,425,980

 22,796,286

 Net change in cash

 ( 738,529
)

 6,981,314

 Effect of exchange rate on cash

 274,219

 ( 168,094
)

 Cash and cash equivalents at the beginning of the year^

 274,625

 Cash and cash equivalents at end of the year

 $
 6,623,535

 $

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

 Supplemental disclosure of cash flow information:

 Conversion of convertible notes into common stock

 -

 $
 23,117,903

 Transfer of systems from inventory to property, plant and equipment

 $
 4,502,533

 -

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 7

 NOTES TO 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 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 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. 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.

 Principles of Consolidation

 The consolidated financial statements include
our accounts and all majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The Company
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.

 F- 8

 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. 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 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.

 F- 9

 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. 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.

 (c)
 Restricted Cash

 Restricted cash includes any cash and cash equivalents
that are legally restricted as to withdrawal or usage for the Company's operations. For the purposes of the 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 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
employees. Current service costs for defined benefit plans are recognized in the period to which they relate. The liability in respect
of defined benefit plans is calculated annually by the Company using the projected unit credit method. The Company records annual amounts
relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount
rates, mortality, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes
modifications to the assumptions based on current rates and trends when it is appropriate to do so. The 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. The Company
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- 10

 (f)
 Foreign Currency Translation

 The Company's reporting currency is U.S.
dollars. The functional currency of the Company is the U.S. dollar. 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. Non-monetary
assets and liabilities are remeasured to the functional currency at exchange rates that prevailed on the date of inception of the transaction.
All foreign exchange gains and losses arising on re-measurement are recorded in the Company's 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.

 (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
process.

 (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.

 F- 11

 (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. The surplus
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
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.

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

 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.

 F- 12

 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. Each of
these products and services is a distinct performance obligation. System, instruments, accessories and services are also sold on a standalone
basis. For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling
price. 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. Revenue that
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:

 1.

 Finalization of Product and Price: Agreement on the specific model of the "SSI Mantra" system and its selling price.

 2.

 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.

 3.
 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.

 4.
 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.

 5.

 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.

 6.

 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
income. 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.

 F- 13

 (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:

 Years

 Computer & peripherals

 Furniture

 Leasehold improvement

 4 - 9

 Office equipment

 Plant and machinery

 4 - 8

 Research & Development equipment

 Server & networking

 Vehicles

 Pay per use system

 Demo 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.

 (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.

 F- 14

 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. Each stock
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.

 F- 15

 (r)
 Basic and Diluted Loss per Share

 The following table sets forth the computation
of basic and diluted earnings per share:

 2024

 2023

 Net Loss (a)

)

)

 Basic weighted average common shares outstanding (b)

 170,847,444

 144,866,674

 Dilutive effect of convertible note (1)

 595,309

 -

 Dilutive effect of stock-based awards

 9,760,921

 7,203,151

 Diluted weighted average common shares outstanding

 181,203,673

 152,069,825

 Earnings per share attributable to SS INNOVATIONS INTERNATIONAL INC. stockholders:

 Basic and Diluted (a)/(b)

 ( 0.11
)

 ( 0.14
)

 (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. The
diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods
in which we report net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common
shares are not assumed to have been issued if their effect is anti-dilutive.

 (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
costs.

 (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. 2023-07,
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.

 F- 16

 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.

 (v)
 Leases

 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
date. 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
applicable. 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.

 F- 17

 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. The CODM
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
following:

 2024

 2023

 Gross Amount

 Computer & peripheral

 290,724

 180,009

 Furniture

 175,538

 175,707

 Leasehold improvement

 254,468

 154,651

 Office equipment

 156,579

 103,371

 Pay Per Use Systems

 3,374,228

 -

 Plant and machinery

 377,121

 128,498

 R & D equipment

 -

 90,434

 Server & networking

 34,926

 21,999

 Vehicles

 191,961

 183,577

 Demo system

 1,128,305

 -

 Capital work in progress

 47,592

 -

 Accumulated depreciation

 ( 645,487
)

 ( 331,841
)

 Total

 5,385,955

 706,405

 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.

 F- 18

 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. This
determination was based on several factors:

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

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

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

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

 Merger Consideration and Share Issuance: As
part of the Merger, holders of CardioVentures' outstanding common stock, including certain parties who provided interim convertible
financing, were issued 135,808,884 shares of SSII common stock, representing approximately
 95 % of the issued and outstanding shares of SSII post-merger, while the existing SSII shareholders
retained approximately 5 % ( 6,545,531 shares) of the post-merger issued 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.

 F- 19

 Restructuring and Capital Contributions: Concurrent
with the Merger:

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

 Dr. 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.

 Dr. 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: As part
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. This loss
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:

 2024

 2023

 Accounts receivable, net (current)

 4,466,047

 1,901,244

 Accounts receivable, net (non-current)

 3,299,032

 2,365,013

 Total accounts receivable, net

 7,765,079

 4,266,257

 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

 2024

 2023

 2024

 2023

 Customer A

 ^

 %

 %

 %

 Customer B

 -

 %

 -

 %

 Customer C

 -

 %

 -

 -

 Customer D

 %

 -

 %

 -

 ^
 represents less than 1%.

 F- 20

 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:

 2024

 2023

 Cash and cash equivalents

 466,500

 2,022,276

 Fixed Deposit

 Lien Against Overdraft Facility

 5,768,396

 4,962,515

 Lien Against Letter of Credit

 24,757

 24,041

 Lien Against Bank Guarantee

 45,355

 43,094

 Restricted cash (Current)

 5,838,508

 5,029,650

 Fixed Deposit

 Lien Against Bank Guarantee

 302,307

 19,233

 Lien against Credit card facility

 16,220

 16,686

 Restricted Cash (Non- current)

 318,527

 35,919

 Total Cash, cash equivalents and restricted cash

 6,623,535

 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
deposit. (Refer Note 11 – Bank Overdraft.)

 NOTE 8 – PREPAID, CURRENT AND NON- CURRENT
ASSETS

 Prepaid, Current and Non-Current Assets consisted
of the following as of December 31, 2024, and December 31, 2023:

 2024

 2023

 Receivables from statutory authorities

 2,691,800

 1,904,859

 Prepaid expense - stock compensation current

 1,074,991

 1,066,991

 Security deposit

 157,574

 299,540

 Other prepaid- current assets

 2,513,973

 2,186,186

 Prepaid and other current assets

 6,438,338

 5,457,576

 Prepaid expense - stock compensation non-current

 3,052,445

 4,090,131

 Security deposits

 145,198

 225,488

 Other prepaid- non-current Asset

 143,885

 6,825

 Prepaid and other non-current assets

 3,341,528

 4,322,444

 Total Prepaid, Current and Non-Current Assets

 9,779,866

 9,780,020

 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.

 F- 21

 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:

 2024

 2023

 Accounts Payable

 2,312,382

 901,552

 Payable to statutory authorities

 55,699

 35,149

 Client liabilities

 574,603

 49,160

 Salary payable

 91,825

 48,216

 Other accrued liabilities

 1,162,687

 357,414

 Other accrued liabilities

 1,884,814

 489,939

 Provision for Gratuity

 74,817

 33,933

 Other accrued liabilities- non-current

 74,817

 33,933

 Total accounts payable, accrued expense and other liabilities

 4,272,013

 1,425,424

 Accounts payable at $ 2,312,382 as of December 31, 2024 (December 31,
2023: $ 901,552), reflect the amounts due to various vendors of supplies and services in the normal course of business operations. Other
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
owned by Dr. 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
of $ 4.45.

 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. These
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. These Notes
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. 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 $ 1.38.

 Refer Note-21 for Related Party Balances.

 F- 22

 NOTE 11 – BANK OVERDRAFT

 Bank Overdraft consisted of:

 Year Ended

 2024

 2023

 HDFC Bank Ltd overdraft (with lien against fixed deposits) (OD1)

 4,486,181

 4,756,389

 HDFC Bank Ltd overdraft (OD2)

 3,508,725

 1,262,537

 Bank overdraft

 7,994,906

 6,018,926

 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
Srivastava. 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.

 2024

 2023

 Current maturities of long-term debt

 -

 510,189

 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. The revenues
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.

 F- 23

 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. The
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

 For year ended

 2024

 2023

 Deferred revenue— beginning of period

 1,095,480

 43,917

 Additions

 5,685,704

 1,053,329

 Net changes in liability for pre-existing contracts

 6,781,184

 1,097,246

 Revenue recognized for warranty sales

 177,518

 1,766

 Revenue recognized for instrument sales

 151,111

 -

 Deferred revenue— end of period

 6,452,555

 1,095,480

 As of
 2024

 As of
 2023

 Deferred revenue expected to be recognized in:

 One year or less

 1,278,602

 156,330

 More than One year

 5,173,953

 939,150

 6,452,555

 1,095,480

 The following table disaggregates our revenue by major source:

 Year ended

 2024

 Year ended

 2023

 System Sales

 19,457,767

 5,225,777

 Instruments Sale

 942,548

 647,766

 Warranty Sales

 177,518

 1,771

 Lease income

 71,695

 -

 Total revenue

 20,649,528

 5,875,314

 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:

 Year ended
 2024

 Year ended
 2023

 India

 19,083,703

 5,362,814

 Nepal

 501,719

 -

 UAE

 -

 512,500

 Indonesia

 595,903

 -

 South America

 468,203

 -

 20,649,528

 5,875,314

 F- 24

 NOTE 14 – STOCKHOLDERS' EQUITY

 Common stock

 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. The
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 ".

 As
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
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.

 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
proceeds.

 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.

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 the fair market value of shares as on date of
contract.

 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.

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.

 F- 25

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. The value of services is calculated at fair market
value of shares as on date of contract.

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.

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.

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.

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.

 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.

 F- 26

 NOTE
15 – INVENTORY

 Inventory for the year ended consisted of the
following as on:

 2024

 2023

 Raw materials (includes goods in transit $ 969,959 (December 31, 2023:
$ 233,888)]

 4,461,898

 1,509,135

 Work-in-progress

 1,436,250

 533,108

 Finished goods

 4,308,750

 4,975,670

 10,206,898

 7,017,913

 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:

 As of
 December 31

 Operating leases

 2024

 2023

 Assets

 ROU operating lease assets

 2,623,880

 2,657,554

 Liabilities

 Current portion of operating lease

 409,518

 396,784

 Non Current portion of operating lease

 Total lease liabilities

 2,758,636

 2,747,897

 As of
 December 31

 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

 %

 %

 Ilabs Info Technology 1st Floor

 %

 -

 Ilabs Info Technology Ground Floor

 %

 %

 Village Chhatarpur-1849-1852-Farm

 %

 %

 Supplemental cash flow and other information related
to leases are as follows:

 Year ended December 31

 2024

 2023

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

 Operating cash outflows for operating leases

 705,868

 524,766

 F- 27

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

 Operating
 Leases

 Fiscal
 Year

 Amount

 (in $)

 2025

 707,907

 2026

 596,737

 2027

 608,834

 2028

 621,537

 2029

 634,874

 2030 and thereafter

 703,872

 Total Lease Payment

 3,873,761

 Less: Imputed Interest

 1,115,125

 Present value of lease liabilities

 2,758,636

 NOTE
17 – INCOME TAX

 The Company
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:

 2024

 2023

 Domestic

 ( 17,924,310
)

 ( 16,672,162
)

 Foreign

 ( 1,226,887
)

 ( 4,206,130
)

 Total

)

)

 The Company has federal and state net operating
losses as of December 31, 2024, and 2023.

 The Company
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.

 The Company
is subject to taxation in the United States and India. The Company's tax returns filed has no pending examinations in India and
US.

 F- 28

 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
as follows:

 2024

 2023

 Accounting income / (loss) before income tax

)

)

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

 ( 4,021,752
)

 ( 4,384,441
)

 Foreign tax rate differential

 ( 798,222
)

 ( 1,078,990
)

 Non-deductible expenses

 245,753

 ( 23,494
)

 Excess tax benefit / (expense) on depreciation

 ( 66,770
)

 18,621

 Excess tax expense on security deposit

 10,826

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

 4,640,705

 5,457,478

 Income tax expense/(benefit)

 -

 -

 The Company
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:

 2024

 2023

 Deferred tax assets:

 Net operating loss carry forwards

 5,123,862

 763,591

 Net operating loss

 3,842,483

 4,360,270

 Lease payments

 28,299

 18,976

 Credit loss reserve

 198,703

 -

 Others

 44,204

 23,754

 9,237,551

 5,166,591

 Valuation allowance

 ( 9,150,495
)

 ( 5,145,040
)

 Deferred tax assets

 87,056

 21,551

 Deferred tax liabilities:

 Depreciation and amortization

 74,285

 16,763

 Others

 12,771

 4,788

 Deferred tax liabilities

 87,056

 21,551

 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
employees.

 The Gratuity Plan is unfunded, and the company
does not make contributions to the plan assets.

 F- 29

 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:

 Change in projected benefit obligation

 2024

 2023

 Projected benefit obligation as of January 1

 34,005

 10,655

 Service cost

 30,692

 15,707

 Interest cost

 2,373

 Benefits paid

 -

 -

 Actuarial loss (^)

 14,226

 7,009

 Effect of exchange rate changes

 ( 463
)

 ( 125
)

 Projected benefit obligation as of December 31

 80,833

 34,005

 Unfunded status as of December 31

 80,833

 34,005

 Unfunded amount recognized in the consolidated balance sheets

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

 74,817

 33,933

 Current liability (included under accrued expenses and other current
liabilities)

 6,016

 Total accrued liability

 80,833

 34,005

 Accumulated benefit obligation as of December 31

 42,792

 15,508

 (^)
 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:

 2024

 2023

 Service cost

 30,692

 15,707

 Interest cost

 2,373

 Expected return on plan assets

 -

 -

 Amortization of actuarial loss, gross of tax

 -

 -

 Net gratuity cost

 33,065

 16,465

 The components of retirement benefits included
in AOCI, excluding tax effects, were as follows:

 2024

 2023

 Net actuarial loss

 14,226

 7,009

 Amount recognized in AOCI, excluding tax effects

 14,226

 7,009

 The weighted average actuarial assumptions used to determine benefit
obligations and net gratuity cost were:

 2024

 2023

 Discount rate

 7.22
 %

 7.08
 %

 Rate of increase in compensation levels

 12.50
 %

 %

 F- 30

 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,

 2024

 5,177

 2025

 13,974

 2026

 14,755

 2027

 12,660

 2028

 10,820

 2029 – 2033

 63,659

 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
are:

 Level 1: observable inputs such as quoted prices in active markets.

 Level 2: inputs other than quoted prices in active markets that are either directly or indirectly observable; and

 Level 3: 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

 Fair value

 2024

 2023

 2024

 2023

 Financial Assets

 Account receivables net (1)

 3,299,032

 2,365,013

 3,299,032

 2,365,013

 Other non-current financial assets (2)

 214,252

 171,146

 214,252

 171,146

 Total

 3,513,284

 2,536,159

 3,513,284

 2,536,159

 Financial Liabilities

 Lease liabilities (3)

 Total

 (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).

 The
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.

 F- 31

 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. The
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:

 fair
 share

 Unvested balance as of December 31, 2023

 3,382,368

 $
 3.41

 3,350,221

 $
 1.39

 Vested

 4,195,813

 $
 1.79

 Forfeited

 -

 -

 Unvested balance as of December 31, 2024

 2,536,776

 $
 3.41

 fair
 share

 Exercisable balance as of December 31, 2024

 5,041,405

 $
 2.06

 Stock options activity for the year ended December 31,
2023, was as follows:

 shares
 options

 Weighted
 average
 grant
 date fair
 value

 Unvested balance as of December 31, 2022

 -

 -

 4,227,960

 $
 3.41

 Vested

 $
 3.41

 Forfeited

 -

 -

 Unvested balance as of December 31, 2023

 3,382,368

 $
 3.41

 F- 32

 fair
 share

 Exercisable balance as of December 31, 2023

 $
 3.41

 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:

 RSAs

 fair
 share

 Unvested balance as of December 31, 2023

 2,874,223

 $
 7.76

 -

 -

 Vested

 705,865

 $
 7.76

 Forfeited

 50,760

 7.76

 Unvested balance as of December 31, 2024

 2,117,598

 $
 7.76

 RSAs

 fair
 share

 Exercisable balance as of December 31, 2024

 -

 -

 Restricted Stock Awards activity for the year
ended December 31, 2023, was as follows:

 RSAs

 fair

 share

 Unvested balance as of December 31, 2022

 -

 -

 3,592,779

 $
 7.76

 Vested

 718,556

 $
 7.76

 Forfeited

 -

 -

 Unvested balance as of December 31, 2023

 2,874,223

 $
 7.76

 RSAs

 fair
 share

 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.

 F- 33

 Advisory shares:

 Common stock issued to consultants as advisory
shares during the year as follows:

 Grant dates

 Fair value on grant date

 Unvested shares in the beginning

 Shares granted during the year

 vested

 Unvested share at year end

 1-Jun-23

 8.15

 5,000

 -

 5,000

 -

 31-Oct-23

 8.99

 52,963

 -

 13,816

 39,147

 31-Oct-23

 8.99

 7,130

 -

 1,860

 5,270

 31-Oct-23

 8.99

 5,673

 -

 1,480

 4,193

 31-Oct-23

 8.99

 22,368

 -

 5,835

 16,533

 1-Mar-24

 6.75

 -

 15,000

 15,000

 -

 21-Aug-24

 0.32

 -

 10,000

 10,000

 -

 31-Aug-24

 0.32

 -

 -

 31-Aug-24

 0.32

 -

 -

 31-Aug-24

 0.32

 -

 5,000

 5,000

 -

 31-Aug-24

 0.32

 -

 10,000

 10,000

 -

 2-Dec-24

 3.32

 -

 9,034

 9,034

 93,134

 149,034

 177,025

 65,143

 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:

 For the year

ended

2024

 For the year

ended

2023

 Stock options

 7,546,149

 3,152,066

 Restricted stock units (RSU)

 5,479,441

 6,095,401

 Advisory shares

 1,317,194

 476,025

 Total stock compensation expenses

 14,342,784

 9,723,492

 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

 Stock

 Stock

 Restricted
 stock awards

 Grant date

 February 13,
 2024

 November 27,
 2023

 November 27,
 2023

 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

 F- 34

 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:

 Particulars

 For the year
 ended
 2024

 For the year
 ended
 2023

 Transactions during the year:

 Expenses incurred on behalf of affiliates

 Srivastava Robotic Surgery Pvt Ltd

 SS International Centre For Robotics Surgery Pvt Ltd

 2,498

 Sudhir Srivastava Medical Innovations Pvt Ltd

 Telegnosis Private Limited

 Reimbursements payable

 Sudhir Prem Srivastava

 ( 239,223

)

 ( 211,904

)

 ESOP expenses

 Anup Sethi

 1,315,032

 1,434,606

 577,868

 630,413

 -

 4,463,799

 Dr. S.P. Somashekhar

 210,260

 34,866

 Sudhir Prem Srivastava

 6,390,413

 1,891,240

 Vishwajyoti P. Srivastava, M.D

 577,868

 630,413

 Consultancy charges and other perquisites

 Anup Sethi

 178,251

 167,775

 180,000

 128,000

 Sudhir Prem Srivastava

 889,567

 805,992

 Vishwajyoti P. Srivastava, M.D

 212,164

 209,623

 Proceeds from notes issued

 6,000,000

 16,980,000

 Interest expense on notes

 194,785

 -

 Conversion of notes into common stock

 -

 16,980,000

 F- 35

 Balances outstanding as on year end:

 As on
 2024

 As on
 2023

 Balance receivable / (payable)

 Accrued expenses & other current liabilities:

 ( 310,500
)

 ( 130,500
)

 ( 194,785
)

 -

 Vishwajyoti P. Srivastava, M.D

 ( 75,006
)

 ( 75,006
)

 Prepaids and other current assets:

 Srivastava Robotic Surgery Pvt Ltd

 -

 SS International Centre For Robotics Surgery Pvt Ltd

 -

 Cardio Bahamas^

 ( 76,741
)

 ( 76,741
)

 SSI PTE Singapore^

 ( 424,586
)

 ( 424,586
)

 Sudhir Prem Srivastava^

 1,644,825

 2,063,508

 Sudhir Srivastava Medical Innovations Pvt Ltd

 -

 Telegnosis Private Limited

 5,000

 5,000

 Notes payable:

 ( 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. 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
operations. 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
Srivastava. 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

 1.
 In
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.

 2.
 In
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.

 3.
 In
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.

 4.
 In
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.

 5.
 In
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.

 6.
 In
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.

 7.
 In
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.

 8.
 In
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.

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