HCTI 8-K/A
Healthcare Triangle, Inc. (HCTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 7, 2026 (
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Explanatory Note
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited financial statements of Teyamé 360 S.L. as of and for the fiscal years ended December 31, 2025 and 2024, including the related notes thereto and the report of the independent registered public accounting firm thereon, are filed as Exhibit 99.2 to this Amendment and are incorporated herein by reference.
The audited financial statements of Datono Mediación S.L. as of and for the fiscal years ended December 31, 2025 and 2024, including the related notes thereto and the report of the independent registered public accounting firm thereon, are filed as Exhibit 99.3 to this Amendment and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company, giving effect to the acquisition of Teyamé 360 S.L. and Datono Mediación S.L. described in the Original Report, is filed as Exhibit 99.4 to this Amendment and is incorporated herein by reference.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.2 | Audited financial statements of Teyamé 360 S.L. as of and for the fiscal years ended December 31, 2025 and 2024. | |
| 99.3 | Audited financial statements of Datono Mediación S.L. as of and for the fiscal years ended December 31, 2025 and 2024. | |
| 99.4 | Unaudited pro forma condensed combined financial information of Healthcare Triangle, Inc., Teyamé 360 S.L. and Datono Mediación S.L. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations of these words or similar expressions (or the negative versions of such words or expressions), as they relate to the Company or its management team, are intended to identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed on March 31, 2025, and other reports and registration statements of the Company filed, or to be filed, with the Securities and Exchange Commission, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. The Company undertakes no obligation to update or revise any forward-looking statements for revisions or changes after the date of this Current Report on Form 8-K, except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Healthcare Triangle, Inc. | ||
| Dated: April 7, 2026 | By: | /s/ David Ayanoglou |
| David Ayanoglou | ||
| Chief Financial Officer | ||
Exhibit 99.2
 |
KPSN & Associates LLP Chartered Accountants |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Teyame AI LLC.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Teyame 360, S.L., a company incorporated in Spain (the Company) as of December 31, 2025, and the related statement of operations, changes in stockholders’ equity, and cash flow for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
The financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our 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 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 audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Reg. Office: No.128, Crown Court, 1st Floor, Cathedral Road, Chennai – 600 086.
LLP identification Number: AAC-8221
| |
KPSN & Associates LLP Chartered Accountants |
Critical Audit Matters
The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (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 financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
We determined that there are no critical audit matters.
/s/ KPSN & Associates LLP
We have served as the Company’s auditor since 2025.
Chennai, India.
March 31, 2026
Reg. Office: No.128, Crown Court, 1st Floor, Cathedral Road, Chennai – 600 086.
LLP identification Number: AAC-8221
2
TEYAME 360 S.L.
Condensed Balance Sheets
| As at | As at | |||||||||
| Particulars | Notes | December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | 4 | $ | 1,796 | $ | 446 | |||||
| Accounts receivable | 5 | 4,739,876 | 2,545,712 | |||||||
| Due from affiliates | 6 | 813,355 | 91,962 | |||||||
| Other current assets | 7 | 213,780 | 278,116 | |||||||
| Total current assets | 5,768,807 | 2,916,236 | ||||||||
| Property and equipment, net | 8 | 1,493,770 | 1,850,433 | |||||||
| Intangible assets, net | 9 | 2,222,489 | 995,317 | |||||||
| ROU asset | 10 | 39,958 | 42,830 | |||||||
| Investments | 11 | 5,330 | 4,720 | |||||||
| Deferred tax asset | 12 | 435,314 | 717,784 | |||||||
| Other non current assets | 13 | 206,638 | 182,968 | |||||||
| Total assets | $ | 10,172,306 | $ | 6,710,288 | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||
| Current liabilities | ||||||||||
| Short term borrowings | 14 | 3,444,288 | $ | 2,074,625 | ||||||
| Lease liabilties | 10 | 5,186 | 4,283 | |||||||
| Accounts payable | 15 | 2,938,731 | 685,964 | |||||||
| Accrued payroll & benefits | 16 | 526,436 | 2,245 | |||||||
| Taxes payable | 12 | 266,324 | 466,933 | |||||||
| Total current liabilities | 7,180,965 | 3,234,050 | ||||||||
| Long term debt | 17 | 367,284 | 2,177,382 | |||||||
| Long term lease liabilties | 10 | 45,828 | 45,170 | |||||||
| Other long-term liabilities | 18 | 145,941 | 187,556 | |||||||
| Total liabilities | 7,740,018 | 5,644,158 | ||||||||
| Stockholders’ equity | ||||||||||
| Common stock, par value $1.07; 110,302 shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively. | 19 | 117,648 | 117,648 | |||||||
| Additional paid-in capital | 20 | 2,721,528 | 2,721,528 | |||||||
| Retained earnings | 21 | (565,608 | ) | (1,726,018 | ) | |||||
| Accumulated other comprehensive deficit | 22 | 158,720 | (47,028 | ) | ||||||
| Total stockholders’ equity | 2,432,288 | 1,066,130 | ||||||||
| Total liabilities and stockholders’ equity | $ | 10,172,306 | $ | 6,710,288 | ||||||
The accompanying notes are an integral part of these financial statements.
3
TEYAME 360 S.L.
Condensed Statement of Operations
| Year ended | Year ended | |||||||||
| Particulars | Notes | December 31, 2025 | December 31, 2024 | |||||||
| Net revenue | 23 | $ | 17,161,200 | $ | 17,920,415 | |||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 24 | 9,263,018 | 9,938,328 | |||||||
| Operating expenses | 25 | |||||||||
| Selling, general & administrative expenses | 5,349,905 | 5,717,366 | ||||||||
| Other operating income | - | 11,973 | ||||||||
| Depreciation and amortization | 882,527 | 652,615 | ||||||||
| Total operating expenses | 6,232,432 | 6,381,954 | ||||||||
| Profit from operations | 1,665,750 | 1,600,133 | ||||||||
| Other Income | 26 | 14,019 | 5,555 | |||||||
| Interest expense | 27 | (214,481 | ) | (276,189 | ) | |||||
| Profit before income taxes | 1,465,288 | 1,329,499 | ||||||||
| Income tax | 12 | (361,670 | ) | (55,180 | ) | |||||
| Net profit / (loss) | $ | 1,103,618 | $ | 1,274,319 | ||||||
| Net income per common share—basic & diluted | 28 | $ | 10.01 | $ | 11.55 | |||||
| Weighted average shares outstanding used in per common share computations: | ||||||||||
| Basic & Diluted | 110,302 | 110,302 | ||||||||
The accompanying notes are an integral part of these financial statements.
4
TEYAME 360 S.L.
Statement of Cash Flows
| Particulars | Year
ended December 31, 2025 | Year
ended December 31, 2024 | ||||||
| Cash flows from operating activities | ||||||||
| Net income / (loss) | $ | 1,103,618 | $ | 1,274,319 | ||||
| Net unrealised exchange (gain)/ loss | 262,540 | (41,406 | ) | |||||
| Depreciation and amortization | 882,527 | 652,615 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) / decrease in current assets | ||||||||
| Accounts receivable | (2,194,163 | ) | 1,226,402 | |||||
| Due from affiliates | (721,392 | ) | (19,758 | ) | ||||
| Other current assets | 64,335 | 38,574 | ||||||
| Increase / (decrease) in current liabilities | ||||||||
| Lease liabilties (Current) | 903 | (25,683 | ) | |||||
| Accounts payable | 2,252,767 | (55,948 | ) | |||||
| Accrued payroll & benefits | 524,191 | (3,261 | ) | |||||
| Taxes payable | (562,278 | ) | (73,826 | ) | ||||
| Net cash provided by / (used in) operating activities | 1,613,048 | 2,972,028 | ||||||
| Interest expense | 214,481 | 276,189 | ||||||
| Income tax expense | 361,670 | 55,180 | ||||||
| Net cash provided by / (used in) operating activities | 2,189,199 | 3,303,397 | ||||||
| Cash flows from investing activities | ||||||||
| Property and equipment, net | (525,864 | ) | (22,708 | ) | ||||
| Intangible assets, net | (1,227,172 | ) | (958,850 | ) | ||||
| ROU Asset | 2,872 | (6,503 | ) | |||||
| Investments | (611 | ) | 424 | |||||
| Deferred tax assets | 282,470 | 101,111 | ||||||
| Other non current assets | (23,670 | ) | 14,928 | |||||
| Net cash provided by / (used in) investing activities | (1,491,975 | ) | (871,598 | ) | ||||
| Cash flows from financing activities | ||||||||
| Short term borrowings | 1,369,662 | (1,796,947 | ) | |||||
| Long term debt | (2,024,579 | ) | (528,476 | ) | ||||
| Lease liabilties (Non-current) | 658 | 45,170 | ||||||
| Other long-term liabilities | (41,615 | ) | (155,339 | ) | ||||
| Net cash provided by / (used in) financing activities | (695,874 | ) | (2,435,591 | ) | ||||
| Net increase / (decrease) in cash and cash equivalents | 1,350 | (3,793 | ) | |||||
| Cash and cash equivalents | ||||||||
| Cash and cash equivalents at the beginning of the period | 446 | 4,239 | ||||||
| Cash and cash equivalents at the end of the period | $ | 1,796 | $ | 446 | ||||
The accompanying notes are an integral part of these financial statements
5
TEYAME 360 S.L.
Statement of Changes in Stockholders’ Equity
| Common Stock | Additional Paid | Retained | Accumulated Comprehensive | Total Stockholders’ | ||||||||||||||||||||
| Shares | Amount | in Capital | Earnings | Income (Loss) | Equity/(Deficit) | |||||||||||||||||||
| Balance as at December 31, 2023 | 110,302 | $ | 117,648 | $ | 2,721,528 | $ | (3,000,893 | ) | $ | (5,066 | ) | $ | (166,783 | ) | ||||||||||
| Net profit / (loss) | - | - | - | 1,274,319 | - | 1,274,319 | ||||||||||||||||||
| Adjustments | - | - | - | 556 | (41,962 | ) | (41,406 | ) | ||||||||||||||||
| Balance as at December 31, 2024 | 110,302 | 117,648 | 2,721,528 | (1,726,018 | ) | (47,028 | ) | 1,066,130 | ||||||||||||||||
| Net profit / (loss) | - | - | - | 1,103,618 | - | 1,103,618 | ||||||||||||||||||
| Adjustments | - | - | - | 56,792 | 205,748 | 262,540 | ||||||||||||||||||
| Balance as at December 31, 2025 | 110,302 | $ | 117,648 | $ | 2,721,528 | $ | (565,608 | ) | $ | 158,720 | $ | 2,432,288 | ||||||||||||
The accompanying notes are an integral part of these financial statements
6
TEYAME 360 S.L.
NOTES TO THE FINANCIAL STATEMENTS
| 1 | Organization Introduction |
Teyame 360 S.L. (“the Company”) is a limited liability company incorporated and domiciled in Madrid, Spain, on October 13, 2010. The Company operates in the fields of advertising, marketing, public relations, and telecommunications, serving a diverse clientele primarily across Spain. Its registered office is located in Madrid, and the Company’s authorized capital stands at €3,006, divided into 3,006 shares of €1 each. The Company is managed by a sole administrator as designated under its articles of association.
Our Services:
The Company provides technology-enabled contact center and telemarketing services to support customer acquisition, sales conversion, appointment setting, customer support, and collections activities. The Company operates a 360-degree campaign management model designed to deliver integrated customer engagement services across multiple channels and business lines.
The Company’s operating model supports high-volume campaigns through geographically distributed teams and structured sales and service workflows. Its service offering includes commercial outreach, product and service promotion, customer relationship management support, survey handling, and related outbound and inbound contact center activities. The Company’s platform is intended to improve operational efficiency, service quality, and campaign performance across client engagements.
| 2 | Basis of Preparation |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s functional currency is the euro (EUR), which reflects the currency of the primary economic environment in which it operates. However, these financial statements are presented in United States dollars (USD). Assets and liabilities denominated in euros have been translated into US dollars at the exchange rate prevailing at the balance sheet date, while revenues and expenses have been translated at average exchange rates for the respective reporting periods. The financial statements include the financial position of Teyame 360 S.L. as at December 31, 2025, and the results of its operations and cash flows for the years then ended. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results may differ from those estimates.
| 3 | Summary of Significant Accounting Policies |
| 3.1 | Basis of Accounting: |
The financial statements are prepared using the accrual basis of accounting, recognizing revenues when earned and expenses when incurred.
| 3.2 | Foreign Currency Translation: |
The functional currency of Teyame 360 S.L. is the euro (EUR). For reporting purposes, assets and liabilities are translated to US dollars (USD) at exchange rates in effect at the balance sheet date, and income and expense items are translated at average exchange rates for the year.
| 3.3 | Revenue Recognition: |
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectibility is reasonably assured.
| 3.4 | Cash and Cash Equivalents: |
Includes deposits with banks and highly liquid investments with original maturities of three months or less at acquisition.
7
| 3.5 | Accounts Receivable: |
Accounts receivable are carried at original invoice amount less an allowance for doubtful accounts. The allowance for doubtful accounts is based on historical experience and a review of current receivables. Doubtful amounts are identified and written down as impairments when collection is no longer probable. The following table summarizes the aged receivables and provision for impairment as of year-end.
| 3.6 | Property, Plant, and Equipment: |
Stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives ranging from 3 to 10 years.
| 3.7 | Intangible Assets: |
Intangible assets subject to amortization are amortized over their estimated useful lives on a straight-line basis. Impairment is reviewed yearly or when events indicate possible decline in value.
| 3.8 | Leases: |
Leases are recognized as right-of-use assets and corresponding lease liabilities upon commencement, measured at the present value of future lease payments.
| 3.9 | Income Taxes: |
Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between financial statement carrying amounts and tax bases. The Company recognizes tax positions only when it is more likely than not that the position will be sustained on examination.
| 3.10 | Use of Estimates: |
Management uses estimates and judgments when preparing financial statements that affect the valuation and presentation of assets, liabilities, income, and expenses. Actual results could differ from those estimates.
| 4 | Cash and cash equivalents |
Cash and cash equivalents consist of cash on hand and balances with banks. The Company maintains its cash balances with financial institutions.
| Particulars | As
at December 31, 2025 | As
at December 31, 2024 | ||||||
| Cash in hand | $ | (5,186 | ) | $ | 72 | |||
| Cash at bank | 27,193 | 374 | ||||||
| Total | $ | 22,007 | $ | 446 | ||||
| 5 | Accounts Receivable |
Accounts receivable are stated net of an allowance for doubtful accounts, which is based on historical collection experience and management’s assessment. The aging schedule classifies receivables by the length of time they have been outstanding. Significant overdue balances are reviewed regularly and provisions made for estimated uncollectible amounts.
| Particulars | As
at December 31, 2025 | As
at December 31, 2024 | ||||||
| Accounts receivable (gross) | $ | 4,739,876 | $ | 2,545,712 | ||||
| Less: Allowance for doubtful accounts | - | - | ||||||
| Total | $ | 4,739,876 | $ | 2,545,712 | ||||
8
| 6 | Related Parties |
Transactions and balances with related parties, including subsidiaries, affiliates, and key management personnel, are disclosed in accordance with US GAAP. The schedule includes receivables, payables, sales, purchases, and other transactions.
Transactions with Related party balances are as follows,
| Particulars | As
at December 31, 2025 | As
at December 31, 2024 | ||||||
| Due from affiliates: | ||||||||
| Long-term credit with Datono | $ | 787,906 | $ | 72,338 | ||||
| Teyame Portugal Current Account | (1,290,545 | ) | 19,010 | |||||
| Mimonkey Current Account | (63,444 | ) | 614 | |||||
| Total | $ | -566,082 | $ | 91,962 | ||||
| 7 | Other Current Assets |
Other current assets consist of short-term assets expected to be realized within one year and primarily include receivables and short term credits and investments. These balances are carried at cost and reviewed for recoverability at each reporting date.
| Particulars | As
at December 31, 2025 | As
at December 31, 2024 | ||||||
| Staff-related receivables | $ | 141,338 | $ | 74,253 | ||||
| Credits with Public Administrations | 4,036 | 1,427 | ||||||
| Short-term financial investments | 8,100 | 46,751 | ||||||
| Prepaid Expenses | (81,941 | ) | 155,685 | |||||
| Total | $ | 71,533 | $ | 278,116 | ||||
| 8 | Property, Plant & Equipment |
Property, Plant, and Equipment (PPE) are recorded at historical cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which typically range from 3 to 10 years depending on the asset class. Maintenance and repair costs are expensed as incurred, while major improvements and replacements are capitalized. When assets are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the statement of operations.
Property and equipment consist of the following:
| Particulars | As
at December 31, 2025 | As
at December 31, 2024 | ||||||
| Technical installations | $ | 1,263,340 | $ | 1,591,249 | ||||
| Tools | 1 | 373 | ||||||
| Other installations | - | 10,656 | ||||||
| Furniture | 89,852 | 95,181 | ||||||
| Computer equipment | 139,769 | 150,173 | ||||||
| Other tangible fixed assets | 807 | 2,801 | ||||||
| Total | $ | 1,493,770 | $ | 1,850,433 | ||||
9
| 9 | Intangible Assets |
Intangible assets are stated at cost less accumulated amortization and any impairment losses. Amortization is computed on a straight-line basis over the estimated useful lives of the assets, which generally range from 3 to 10 years, depending on the nature of the asset. Intangible assets with indefinite lives are not amortized but tested annually for impairment.
Expenditures that extend or enhance the life of intangible assets are capitalized, while costs related to ongoing maintenance are expensed as incurred. The major classes of intangible assets include computer software, development costs, licenses, and trademarks.
Intangible assets consist of the following:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Weighted
average Remaining Useful life (Years) | Gross
Carrying Amount | Accumulated Amortization | Net
Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net
Carrying Amount | ||||||||||||||||||||
| Research and Development Expenses | 4 | $ | 6,072,013 | $ | 3,865,371 | $ | 2,206,642 | $ | 4,519,174 | $ | 3,553,465 | $ | 965,709 | |||||||||||||
| Computer Applications | 3 | 458,935 | 4 43,087 | 1 5,848 | 406,364 | 376,756 | 2 9,608 | |||||||||||||||||||
| $ | 6,530,948 | $ | 4,308,458 | $ | 2,222,490 | $ | 4,925,538 | $ | 3,930,221 | $ | 995,317 | |||||||||||||||
| Nature of Intangibles | Useful life | |
| Research and Development Expenses | 5 years | |
| Computer Applications | 4 years |
| 10 | Lease Obligations |
Leases are recognized as right-of-use assets and corresponding lease liabilities at the commencement date. Lease liabilities are measured as the present value of the lease payments over the lease term, discounted at the appropriate rate. Right-of-use assets are depreciated over the lease term or useful life, whichever is shorter. The schedule presents lease obligations, classified as current and non-current liabilities, with maturity dates and lease terms. The Company assesses leases for impairment and lease modifications in accordance with US GAAP.
Short-term lease obligations:
| Particulars | As
at December 31, 2025 | As
at December 31, 2024 | ||||||
| Lease liabilties | $ | 5,186 | $ | 4,283 | ||||
Long term lease obligations:
| Particulars | As
at December 31, 2025 | As
at December 31, 2024 | ||||||
| ROU asset | $ | 39,958 | $ | 42,830 | ||||
| Long term lease liabilties | $ | 45,828 | $ | 45,170 | ||||
| 11 | Investments |
Investments represent equity instruments held by the Company. Such investments are accounted for in accordance with US GAAP. The investments are measured at fair value as of each reporting date. Equity method investments are adjusted for the Company’s share of investees’ earnings or losses. The schedule details significant investments, carrying amounts, and income recognition.
| Particulars | As
at December 31, 2025 | As
at December 31, 2024 | ||||||
| Exclusive Participation | $ | 1 | $ | 1 | ||||
| Mimonkey Shares 100% | 3,520 | 3,117 | ||||||
| Capital Contribution UTE NTT Date UBT2 51.40% | 1,809 | 1,602 | ||||||
| Total | $ | 5,330 | $ | 4,720 | ||||
10
| 12 | Income Taxes |
Income tax expense includes current and deferred taxes, calculated based on enacted tax laws. Deferred taxes arise from temporary differences between book and tax bases of assets and liabilities. The schedule includes deferred tax assets and liabilities with explanations of valuation allowances if applicable.
| Particulars | As
at December 31, 2025 | As
at December 31, 2024 | ||||||
| Deferred tax asset | $ | 435,314 | $ | 717,784 | ||||
| Taxes payable | $ | 266,324 | $ | 466,933 | ||||
| Income tax | $ | (361,670 | ) | $ | (55,180 | ) | ||
| 13 | Other Non-Current Assets |
Other non-current assets consist of long-term assets not classified elsewhere and are expected to be realized beyond one year from the reporting date. These primarily include Security Deposits and Bonds, and are recorded at cost, net of any impairment, if applicable. The balance as at December 31, 2025 and 2024 are $2,06,638 and $1,82,968 respectively.
| 14 | Short-Term borrowings |
Short-term borrowings consist of obligations with original maturities of less than one year and are recorded at the principal amount outstanding plus accrued interest. Interest expense incurred on these borrowings is included in interest expense in the accompanying statement of operations.
Short-term borrowings increased significantly during the year ended December 31, 2025 compared to the prior year, primarily due to the reclassification of certain long-term borrowings due within one year from the reporting date.
| Particulars | As
at December 31, 2025 | As
at December 31, 2024 | ||||||
| Debts with credit institutions | $ | 3,444,288 | $ | 2,074,625 | ||||
| 15 | Accounts Payable |
Accounts payable represent obligations to vendors and suppliers incurred in the normal course of business. The schedule provides details of payables by vendor type or age classification as applicable. No material related party payables are included in accounts payable.
| Particulars | As at December 31, 2025 | As at December 31, 2024 | ||||||
| Trade Payables (Suppliers) | $ | 210,504 | $ | 221,255 | ||||
| Other Payables (Various Creditors) | 1,554,928 | 464,709 | ||||||
| Total | $ | 1,765,432 | $ | 685,964 | ||||
| 16 | Accrued Payroll & Benefits |
Accrued payroll and benefits represent salaries, wages, bonuses, and related employee benefits earned by employees but not yet paid as of the reporting date. These amounts are recognized in the month in which the related services are rendered and are generally settled in the subsequent month.The balance is largely attributable to compensation accrued in the last month of the reporting period and is generally settled in the subsequent month. Personnel pending payments (remuneration pending payment) as at December 31, 2025 and 2024 are $5,26,436 and $2,245 respectively.
11
| 17 | Long-Term Debt |
Long-term debt consists primarily of bank loans and other financing arrangements, which are initially recorded at the proceeds received, net of transaction costs. Subsequently, these liabilities are measured at amortized cost using the effective interest method. Interest expense is recognized over the term of the debt based on the effective interest rate.
The terms and conditions of the long-term borrowings, including maturity dates, interest rates, collateral, and any covenants, are disclosed for each significant debt instrument.
During the year ended December 31, 2025, a significant portion of the Company’s long-term borrowings was repaid, resulting in a decrease in the outstanding debt balance compared to the prior year. In addition, certain borrowings have been reclassified as short-term as they are maturing within one year from the reporting date.
| Particulars | As
at December 31, 2025 | As
at December 31, 2024 | ||||||
| Long-term debts with banks | $ | 102,907 | $ | 1,629,082 | ||||
| Bsabadell Loan | 244,281 | 303,351 | ||||||
| Abanca ICO Loan 300,000 | - | 35,443 | ||||||
| Caixa ICO Loan 300,000 | - | 34,630 | ||||||
| Liberbank ICO Loan 150,000 | - | 17,732 | ||||||
| B.Santander ICO Loan 600,000 | (0 | ) | 86,496 | |||||
| ICO Bankia Loan 200,000 | 20,097 | 70,649 | ||||||
| Total | $ | 367,284 | $ | 2,177,382 | ||||
| 18 | Other Long-Term Liabilities |
Other long-term liabilities consist of obligations that are not due within one year and are not classified elsewhere. These primarily include debt payable and deposits received, which are expected to be settled beyond one year from the reporting date. These balances are recognized at the amount expected to be settled.
| Particulars | As
at December 31, 2025 | As
at December 31, 2024 | ||||||
| DEBT TO/P ATRATO | $ | - | $ | 58,332 | ||||
| DEPOSIT RECEIVED EVERIS L/P | 145,941 | 129,224 | ||||||
| Total | $ | 145,941 | $ | 187,556 | ||||
| 19 | Share capital |
The Company’s authorized share capital consists of 110,302 common shares with a par value of $1.07 per share. As of December 31, 2025 and 2024, all authorized shares were issued, fully subscribed, and outstanding.
| 20 | Additional paid-in capital |
Additional paid-in capital represents the excess of consideration received over the nominal value of shares issued by the Company. As of December 31, 2025 and 2024, additional paid-in capital amounts to $27,21,528.
12
| 21 | Retained earnings |
Retained earnings represent the cumulative net income (loss) of the Company, including the profit or loss for the current period, reserves, and other accumulated earnings or results from prior periods. Changes in retained earnings during the periods presented are primarily attributable to profit or loss for the period and movements in reserves.
| Particulars | As
at December 31, 2025 | As
at December 31, 2024 | ||||||
| Legal Reserve | $ | 23,530 | $ | 23,530 | ||||
| Voluntary reserves | 460,280 | (976,520 | ) | |||||
| Reserve for prior years’ expenses | (261,860 | ) | - | |||||
| Remainder | 85,038 | 85,038 | ||||||
| Negative Results from Previous Exercises | (1,976,215 | ) | (2,132,385 | ) | ||||
| Profit / (Loss) for the current period | 1,103,618 | 1,274,319 | ||||||
| Total | $ | (565,608 | ) | $ | (1,726,018 | ) | ||
| 22 | Accumulated other comprehensive deficit |
Accumulated other comprehensive loss consists of foreign currency translation adjustments arising from the conversion from functional currency (Euro) to the reporting currency (U.S. Dollar). These adjustments are recorded in other comprehensive income (loss) in accordance with ASC 830 and are included as a separate component of shareholders’ equity. As of December 31, 2025 and 2024, accumulated other comprehensive loss amounts to $1,55,162 and $(47,028), respectively.
| 23 | Revenue Recognition |
Revenues are recognized when control of promised products or services transfers to the customer, in an amount that reflects the consideration expected in exchange, consistent with ASC 606. Performance obligations, transaction price, timing, and measurement of revenue are analyzed. The schedule breaks down revenue by major sources or contract types as applicable. The Net Revenue for the years ended December 31, 2025 and 2024 are $1,71,61,200 and $1,79,20,415 respectively.
| 24 | Cost of Revenue / COGS |
Cost of revenue consists of direct costs associated with the delivery of services during the period, including personnel and other service-related expenses. Such costs are recognized in the period in which the related services are rendered in accordance with U.S. GAAP. The cost of revenue incurred for the years ended December 31, 2025 and 2024 are $92,63,018 and $99,38,328 respectively.
| 25 | Operating Expenses |
Operating expenses consist of selling, general, and administrative expenses. The schedule disaggregates major categories such as salaries, marketing, rent, depreciation, and professional fees. Expense recognition follows the matching principle. During the prior year, the Company recognized certain immaterial losses arising in the course of operations, which were presented within operating results as part of other operating income (expense) in the accompanying income statement.
| Particulars | As
at December 31, 2025 | As
at December 31, 2024 | ||||||
| Selling, general & administrative expenses | $ | 5,349,905 | $ | 5,717,366 | ||||
| Other operating income | - | 11,973 | ||||||
| Depreciation and amortization | 882,527 | 652,615 | ||||||
| Total | $ | 6,232,432 | $ | 6,381,954 | ||||
13
| 26 | Other Income |
Other income consists of income and expenses arising from activities not directly related to the Company’s primary operations. Such amounts primarily include gains and losses on shares and investments, benefits from bonds, and other miscellaneous income. These items are recognized in the period in which they are earned or incurred in accordance with applicable U.S. GAAP. The other income for the years ended December 31, 2025 and 2024 are $14,019 and $5,555 respectively.
| 27 | Interest expense |
Interest expense consists of interest incurred on the Company’s borrowings and other financing arrangements. Interest expense primarily includes interest on debts with group and associated companies and debts with third parties. Interest is recognized using the effective interest method over the term of the underlying obligations. The interest expense for the years ended December 31, 2025 and 2024 are $(2,14,481) and $(2,76,189) respectively.
| 28 | Net income per share |
The Company presents basic and diluted earnings per share (“EPS”) data for its common stock which is calculated by dividing the net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the period.
The following table presents the computation of basic and diluted net income per share:
| Particulars | As
at December 31, 2025 | As
at December 31, 2024 | ||||||
| A. Net profit | $ | 1,103,618 | $ | 1,274,319 | ||||
| B. Weighted average number of shares outstanding | 110,302 | 110,302 | ||||||
| C. Net income per share (A/B) | $ | 10 | $ | 12 | ||||
| 29 | Use of Estimates & Judgments |
The preparation of financial statements requires management to make estimates and assumptions affecting reported amounts. Areas subject to significant estimates include allowance for doubtful accounts, impairment assessments, useful lives of assets, and income tax provisions. Actual results may differ.
| 30 | Commitments & Contingencies |
Commitments include contractual obligations such as leases, purchase agreements, and loan guarantees. Contingent liabilities arise from legal claims and assessments. The notes detail material commitments and contingencies along with management’s assessment of potential exposures.
| 31 | Subsequent Events |
Events occurring between the balance sheet date and the issuance of financial statements that significantly impact the Company’s financial position or results are disclosed. The Company evaluates this period and discloses adjusting and non-adjusting events.
On January 29, 2026, the Company entered into a Share Purchase Agreement whereby 100% of its equity is to be sold to Teyame AI LLC (assignable to Healthcare Triangle, Inc.).
This transaction represents a non-adjusting subsequent event and, accordingly, no adjustments have been made to the financial statements for the year ended December 31, 2025. Management has determined that there is no impact on the carrying value of the Company’s assets and liabilities as a result of this transaction.
| 32 | Recent Accounting Standards Adopted/Issued |
Changes in accounting policies due to new or amended US GAAP standards adopted during the period are disclosed, including impacts on financial results. New pronouncements issued but not yet effective are summarized with potential future effects.
14
| |
KPSN & Associates LLP Chartered Accountants |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Teyame AI LLC.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Teyame 360, S.L., a company incorporated in Spain (the Company) as of December 31, 2024, and the related statement of operations, changes in stockholders’ equity, and cash flow for the year ended December 31, 2024, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
The financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our 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 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 audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Reg. Office: No.128, Crown Court, 1st Floor, Cathedral Road, Chennai – 600 086.
LLP identification Number: AAC-8221
15
| |
KPSN & Associates LLP Chartered Accountants |
Critical Audit Matters
The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (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 financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
We determined that there are no critical audit matters.
/s/ KPSN & Associates LLP
We have served as the Company’s auditor since 2025.
Chennai, India.
March 31, 2026
Reg. Office: No.128, Crown Court, 1st Floor, Cathedral Road, Chennai – 600 086.
LLP identification Number: AAC-8221
16
TEYAME 360 S.L.
Condensed Balance Sheets
| As at | As at | |||||||||
| Particulars | Notes | December 31, 2024 | December 31, 2023 | |||||||
| ASSETS | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | 4 | $ | 446 | $ | 4,239 | |||||
| Accounts receivable | 5 | 2,545,712 | 3,772,116 | |||||||
| Due from affiliates | 6 | 91,962 | 72,204 | |||||||
| Other current assets | 7 | 278,116 | 316,689 | |||||||
| Total current assets | 2,916,236 | 4,165,248 | ||||||||
| Property and equipment, net | 8 | 1,850,433 | 2,480,339 | |||||||
| Intangible assets, net | 9 | 995,317 | 36,467 | |||||||
| ROU asset | 10 | 42,830 | 36,327 | |||||||
| Investments | 11 | 4,720 | 5,143 | |||||||
| Deferred tax asset | 12 | 717,784 | 818,895 | |||||||
| Other non current assets | 13 | 182,968 | 197,896 | |||||||
| Total assets | $ | 6,710,288 | $ | 7,740,315 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||
| Current liabilities | ||||||||||
| Short term borrowings | 14 | $ | 2,074,625 | $ | 3,871,572 | |||||
| Lease liabilties | 10 | 4,283 | 29,966 | |||||||
| Accounts payable | 15 | 685,964 | 741,912 | |||||||
| Accrued payroll & benefits | 16 | 2,245 | 5,505 | |||||||
| Taxes payable | 12 | 466,933 | 485,579 | |||||||
| Total current liabilities | 3,234,050 | 5,134,534 | ||||||||
| Long term debt | 17 | 2,177,382 | 2,429,669 | |||||||
| Long term lease liabilties | 10 | 45,170 | - | |||||||
| Other long-term liabilities | 18 | 187,556 | 342,895 | |||||||
| Total liabilities | 5,644,158 | 7,907,098 | ||||||||
| Stockholders' equity | ||||||||||
| Common stock, par value $1.07; 110,302 shares issued and outstanding as of December 31, 2024, and December 31, 2023, respectively. | 19 | 117,648 | 117,648 | |||||||
| Additional paid-in capital | 20 | 2,721,528 | 2,721,528 | |||||||
| Retained earnings | 21 | (1,726,018 | ) | (3,000,893 | ) | |||||
| Accumulated other comprehensive deficit | 22 | (47,028 | ) | (5,066 | ) | |||||
| Total stockholders' equity | 1,066,130 | (166,783 | ) | |||||||
| Total liabilities and stockholders' equity | $ | 6,710,288 | $ | 7,740,315 | ||||||
The accompanying notes are an integral part of these financial statements.
17
TEYAME 360 S.L.
Condensed Statement of Operations
| Year ended | Year ended | |||||||||
| Particulars | Notes | December 31, 2024 | December 31, 2023 | |||||||
| Net revenue | 23 | $ | 17,920,415 | $ | 17,147,221 | |||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 24 | 9,938,328 | 10,766,940 | |||||||
| Operating expenses | 25 | |||||||||
| Selling, general & administrative expenses | 5,717,366 | 4,930,130 | ||||||||
| Other operating income | 11,973 | - | ||||||||
| Depreciation and amortization | 652,615 | 1,171,105 | ||||||||
| Total operating expenses | 6,381,954 | 6,101,235 | ||||||||
| Profit from operations | 1,600,133 | 279,046 | ||||||||
| Other Income | 26 | 5,555 | 14,571 | |||||||
| Interest expense | 27 | (276,189 | ) | (276,696 | ) | |||||
| Profit before income taxes | 1,329,499 | 16,921 | ||||||||
| Income tax | 12 | (55,180 | ) | (55,681 | ) | |||||
| Net profit / (loss) | $ | 1,274,319 | $ | (38,760 | ) | |||||
| Net income per common share—basic & diluted | 28 | $ | 11.55 | $ | (0.35 | ) | ||||
| Weighted average shares outstanding used in per common share computations: | ||||||||||
| Basic & Diluted | 110,302 | 110,302 | ||||||||
The accompanying notes are an integral part of these financial statements.
18
TEYAME 360 S.L.
Statement of Cash Flows
| Particulars | Year
ended December 31, 2024 | Year
ended December 31, 2023 | ||||||
| Cash flows from operating activities | ||||||||
| Net income / (loss) | $ | 1,274,319 | $ | (38,760 | ) | |||
| Net unrealised exchange (gain)/ loss | (41,406 | ) | (7,759 | ) | ||||
| Depreciation and amortization | 652,615 | 1,171,105 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) / decrease in current assets | ||||||||
| Accounts receivable | 1,226,402 | 285,015 | ||||||
| Due from affiliates | (19,758 | ) | (72,204 | ) | ||||
| Other current assets | 38,574 | (151,261 | ) | |||||
| Increase / (decrease) in current liabilities | ||||||||
| Lease liabilties (Current) | (25,683 | ) | 26,136 | |||||
| Due to affiliates (Current) | - | (19,863 | ) | |||||
| Accounts payable | (55,948 | ) | (973,579 | ) | ||||
| Accrued payroll & benefits | (3,261 | ) | 2,576 | |||||
| Taxes payable | (73,826 | ) | 12,331 | |||||
| Net cash provided by / (used in) operating activities | 2,972,028 | 233,737 | ||||||
| Interest expense | 276,189 | 276,696 | ||||||
| Income tax expense | 55,180 | 55,681 | ||||||
| Net cash provided by / (used in) operating activities | 3,303,397 | 566,114 | ||||||
| Cash flows from investing activities | ||||||||
| Property and equipment, net | (22,708 | ) | (775,956 | ) | ||||
| Intangible assets, net | (958,850 | ) | 101,627 | |||||
| ROU Asset | (6,503 | ) | 32,296 | |||||
| Investments | 424 | (173 | ) | |||||
| Deferred tax assets | 101,111 | 27,286 | ||||||
| Other non current assets | 14,928 | (6,919 | ) | |||||
| Net cash provided by / (used in) investing activities | (871,598 | ) | (621,839 | ) | ||||
| Cash flows from financing activities | ||||||||
| Short term borrowings | (1,796,947 | ) | (543,381 | ) | ||||
| Long term debt | (528,476 | ) | 681,241 | |||||
| Lease liabilties (Non-current) | 45,170 | (28,897 | ) | |||||
| Other long-term liabilities | (155,339 | ) | (49,156 | ) | ||||
| Net cash provided by / (used in) financing activities | (2,435,591 | ) | 59,807 | |||||
| Net increase / (decrease) in cash and cash equivalents | (3,793 | ) | 4,082 | |||||
| Cash and cash equivalents | ||||||||
| Cash and cash equivalents at the beginning of the period | 4,239 | 157 | ||||||
| Cash and cash equivalents at the end of the period | $ | 446 | $ | 4,239 | ||||
The accompanying notes are an integral part of these financial statements
19
TEYAME 360 S.L.
Statement of Changes in Stockholders' Equity
| Common Stock | Additional Paid in | Retained | Accumulated Other Comprehensive | Total Stockholders' | ||||||||||||||||||||
| Shares | Amount | Capital | Earnings | Income (Loss) | Equity/(Deficit) | |||||||||||||||||||
| Balance as at December 31, 2022 | 110,302 | $ | 117,648 | $ | 2,721,528 | $ | (2,951,933 | ) | $ | (7,506 | ) | $ | (120,263 | ) | ||||||||||
| Net profit / (loss) | - | - | - | (38,760 | ) | - | (38,760 | ) | ||||||||||||||||
| Adjustments | - | - | - | (10,200 | ) | 2,440 | (7,760 | ) | ||||||||||||||||
| Balance as at December 31, 2023 | 110,302 | 117,648 | 2,721,528 | (3,000,893 | ) | (5,066 | ) | (166,783 | ) | |||||||||||||||
| Net profit | - | - | - | 1,274,319 | - | 1,274,319 | ||||||||||||||||||
| Adjustments | - | - | - | 556 | (41,962 | ) | (41,406 | ) | ||||||||||||||||
| Balance as at December 31, 2024 | 110,302 | $ | 117,648 | $ | 2,721,528 | $ | (1,726,018 | ) | $ | (47,028 | ) | $ | 1,066,130 | |||||||||||
The accompanying notes are an integral part of these financial statements
20
TEYAME 360 S.L.
NOTES TO THE FINANCIAL STATEMENTS
| 1 | Organization Introduction |
| Teyame 360 S.L. (“the Company”) is a limited liability company incorporated and domiciled in Madrid, Spain, on October 13, 2010. The Company operates in the fields of advertising, marketing, public relations, and telecommunications, serving a diverse clientele primarily across Spain. Its registered office is located in Madrid, and the Company’s authorized capital stands at €3,006, divided into 3,006 shares of €1 each. The Company is managed by a sole administrator as designated under its articles of association. | |
Our Services:
The
Company provides technology-enabled contact center and telemarketing services to support
customer acquisition, sales conversion, appointment setting, customer support, and collections
activities. The Company operates a 360-degree campaign management model designed to deliver
integrated customer engagement services across multiple channels and business lines. | |
| 2 | Basis of Preparation |
| The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s functional currency is the euro (EUR), which reflects the currency of the primary economic environment in which it operates. However, these financial statements are presented in United States dollars (USD). Assets and liabilities denominated in euros have been translated into US dollars at the exchange rate prevailing at the balance sheet date, while revenues and expenses have been translated at average exchange rates for the respective reporting periods. The financial statements include the financial position of Teyame 360 S.L. as at December 31, 2024, and the results of its operations and cash flows for the years then ended. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results may differ from those estimates. | |
| 3 | Summary of Significant Accounting Policies |
| 3.1 | Basis of Accounting:
The financial statements are prepared using the accrual basis of accounting, recognizing revenues when earned and expenses when incurred. |
| 3.2 | Foreign Currency Translation:
The functional currency of Teyame 360 S.L. is the euro (EUR). For reporting purposes, assets and liabilities are translated to US dollars (USD) at exchange rates in effect at the balance sheet date, and income and expense items are translated at average exchange rates for the year. |
| 3.3 | Revenue Recognition:
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectibility is reasonably assured. |
| 3.4 | Cash and Cash Equivalents:
Includes deposits with banks and highly liquid investments with original maturities of three months or less at acquisition. |
| 3.5 | Accounts Receivable: |
| Accounts receivable are carried at original invoice amount less an allowance for doubtful accounts. The allowance for doubtful accounts is based on historical experience and a review of current receivables. Doubtful amounts are identified and written down as impairments when collection is no longer probable. The following table summarizes the aged receivables and provision for impairment as of year-end. |
| 3.6 | Property, Plant, and Equipment:
Stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives ranging from 3 to 10 years. |
21
| 3.7 | Intangible Assets:
Intangible assets subject to amortization are amortized over their estimated useful lives on a straight-line basis. Impairment is reviewed yearly or when events indicate possible decline in value. |
| 3.8 | Leases:
Leases are recognized as right-of-use assets and corresponding lease liabilities upon commencement, measured at the present value of future lease payments. |
| 3.9 | Income Taxes:
Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between financial statement carrying amounts and tax bases. The Company recognizes tax positions only when it is more likely than not that the position will be sustained on examination. |
| 3.10 | Use of Estimates:
Management uses estimates and judgments when preparing financial statements that affect the valuation and presentation of assets, liabilities, income, and expenses. Actual results could differ from those estimates. |
| 4 | Cash and cash equivalents |
| Cash and cash equivalents consist of cash on hand and balances with banks. The Company maintains its cash balances with financial institutions. |
| Particulars | As
at December 31, 2024 | As
at December 31, 2023 | ||||||
| Cash in hand | $ | 72 | $ | 29 | ||||
| Cash at bank | 374 | 4,209 | ||||||
| Total | $ | 446 | $ | 4,239 | ||||
| 5 | Accounts Receivable | ||
| Accounts receivable are stated net of an allowance for doubtful accounts, which is based on historical collection experience and management’s assessment. The aging schedule classifies receivables by the length of time they have been outstanding. Significant overdue balances are reviewed regularly and provisions made for estimated uncollectible amounts. | |||
| Particulars | As
at December 31, 2024 | As
at December 31, 2023 | ||||||
| Accounts receivable (gross) | $ | 2,545,712 | $ | 3,772,116 | ||||
| Less: Allowance for doubtful accounts | - | - | ||||||
| Total | $ | 2,545,712 | $ | 3,772,116 | ||||
| 6 | Related Parties |
| Transactions and balances with related parties, including subsidiaries, affiliates, and key management personnel, are disclosed in accordance with US GAAP. The schedule includes receivables, payables, sales, purchases, and other transactions. |
Transactions with Related party balances are as follows,
| Particulars | As at December 31, 2024 | As at December 31, 2023 | ||||||
| Due from affiliates: | ||||||||
| Long-term credit with Datono | $ | 72,338 | $ | 77,751 | ||||
| Teyame Portugal Current Account | 19,010 | 17,107 | ||||||
| Mimonkey Current Account | 614 | - | ||||||
| Current debt with Tey. Direct SL | - | (51,847 | ) | |||||
| Ivan Montero Rebato | - | 19,668 | ||||||
| Teyame Management Current Account | - | 9,525 | ||||||
| Total | $ | 91,962 | $ | 72,204 | ||||
22
| 7 | Other Current Assets |
| Other current assets consist of short-term assets expected to be realized within one year and primarily include receivables and short term credits and investments. These balances are carried at cost and reviewed for recoverability at each reporting date. |
| Particulars | As
at December 31, 2024 | As
at December 31, 2023 | ||||||
| Staff-related receivables | $ | 74,253 | $ | 48,107 | ||||
| Credits with Public Administrations | 1,427 | - | ||||||
| Short-term financial investments | 46,751 | 75,426 | ||||||
| Prepaid Expenses | 155,685 | 193,156 | ||||||
| Total | $ | 278,116 | $ | 316,689 | ||||
| 8 | Property, Plant & Equipment |
| Property, Plant, and Equipment (PPE) are recorded at historical cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which typically range from 3 to 10 years depending on the asset class. Maintenance and repair costs are expensed as incurred, while major improvements and replacements are capitalized. When assets are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the statement of operations. | |
| Property and equipment consist of the following: |
| Particulars | As
at December 31, 2024 | As
at December 31, 2023 | ||||||
| Technical installations | $ | 1,591,249 | $ | 2,087,757 | ||||
| Tools | 373 | 1,607 | ||||||
| Other installations | 10,656 | 21,049 | ||||||
| Furniture | 95,181 | 122,303 | ||||||
| Computer equipment | 150,173 | 233,264 | ||||||
| Other tangible fixed assets | 2,801 | 14,360 | ||||||
| Total | $ | 1,850,433 | $ | 2,480,340 | ||||
| 9 | Intangible Assets |
| Intangible assets are stated at cost less accumulated amortization and any impairment losses. Amortization is computed on a straight-line basis over the estimated useful lives of the assets, which generally range from 3 to 10 years, depending on the nature of the asset. Intangible assets with indefinite lives are not amortized but tested annually for impairment. | |
| Expenditures that extend or enhance the life of intangible assets are capitalized, while costs related to ongoing maintenance are expensed as incurred. The major classes of intangible assets include computer software, development costs, licenses, and trademarks. |
| Intangible assets consist of the following: |
| December 31, 2024 | December 31, 2023 | |||||||||||||||||||||||||||
| Weighted
average Remaining Useful life (Years) | Gross
Carrying Amount | Accumulated Amortization | Net
Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net
Carrying Amount | ||||||||||||||||||||||
| Research and Development Expenses | 5 | $ 4 5,19,173 | $ 3 5,53,465 | $ | 9,65,708 | $ | 35,80,288 | $ | 35,80,288 | $ | - | |||||||||||||||||
| Computer Applications | 4 | 4,06,365 | 3,76,756 | 29,609 | 4,10,673 | 3,74,205 | 36,468 | |||||||||||||||||||||
| $ 4 9,25,538 | $ 3 9,30,221 | $ | 9,95,317 | $ | 39,90,961 | $ | 39,54,493 | $ | 36,468 | |||||||||||||||||||
| Nature of Intangibles | Useful life | |
| Research and Development Expenses | 5 years | |
| Computer Applications | 4 years |
23
| 10 | Lease Obligations |
| Leases are recognized as right-of-use assets and corresponding lease liabilities at the commencement date. Lease liabilities are measured as the present value of the lease payments over the lease term, discounted at the appropriate rate. Right-of-use assets are depreciated over the lease term or useful life, whichever is shorter. The schedule presents lease obligations, classified as current and non-current liabilities, with maturity dates and lease terms. The Company assesses leases for impairment and lease modifications in accordance with US GAAP. |
| Short-term lease obligations: | ||||||||
| Particulars | As
at December 31, 2024 | As
at December 31, 2023 | ||||||
| Lease liabilties | $ | 4,283 | $ | 29,966 | ||||
| Long term lease obligations: | ||||||||
| Particulars | As
at December 31, 2024 | As
at December 31, 2023 | ||||||
| ROU asset | $ | 42,830 | $ | 36,327 | ||||
| Long term lease liabilties | $ | 45,170 | $ | - | ||||
| 11 | Investments |
| Investments represent equity instruments held by the Company. Such investments are accounted for in accordance with US GAAP. The investments are measured at fair value as of each reporting date. Equity method investments are adjusted for the Company’s share of investees’ earnings or losses. The schedule details significant investments, carrying amounts, and income recognition. |
| Particulars | As
at December 31, 2024 | As
at December 31, 2023 | ||||||
| Exclusive Participation | $ | 1 | $ | 1 | ||||
| Mimonkey Shares 100% | 3,117 | 3,311 | ||||||
| Capital Contribution UTE NTT Date UBT2 51.40% | 1,602 | - | ||||||
| Capital Contribution to UTE Everis | - | 1,831 | ||||||
| Total | $ | 4,720 | $ | 5,143 | ||||
| 12 | Income Taxes |
| Income tax expense includes current and deferred taxes, calculated based on enacted tax laws. Deferred taxes arise from temporary differences between book and tax bases of assets and liabilities. The schedule includes deferred tax assets and liabilities with explanations of valuation allowances if applicable. |
| Particulars | As
at December 31, 2024 | As
at December 31, 2023 | ||||||
| Deferred tax asset | $ | 717,784 | $ | 818,895 | ||||
| Taxes payable | $ | 466,933 | $ | 485,579 | ||||
| Income tax | $ | 55,180 | $ | 55,681 | ||||
| 13 | Other Non-Current Assets |
| Other non-current assets consist of long-term assets not classified elsewhere and are expected to be realized beyond one year from the reporting date. These primarily include Security Deposits and Bonds, and are recorded at cost, net of any impairment, if applicable. The balance as at December 31, 2024 and 2023 are $1,82,968 and $1,97,896 respectively. | |
| 14 | Short-Term borrowings |
| Short-term borrowings consist of obligations with original maturities of less than one year and are recorded at the principal amount outstanding plus accrued interest. Interest expense incurred on these borrowings is included in interest expense in the accompanying statement of operations. |
| Particulars | As
at December 31, 2024 | As
at December 31, 2023 | ||||||
| Debts with credit institutions | $ | 2,074,625 | $ | 3,871,572 | ||||
24
| 15 | Accounts Payable |
| Accounts payable represent obligations to vendors and suppliers incurred in the normal course of business. The schedule provides details of payables by vendor type or age classification as applicable. No material related party payables are included in accounts payable. |
| Particulars | As
at December 31, 2024 | As at December 31, 2023 | ||||||
| Trade Payables (Suppliers) | $ | 221,255 | $ | 370,247 | ||||
| Other Payables (Various Creditors) | 464,709 | 371,665 | ||||||
| Total | $ | 685,964 | $ | 741,912 | ||||
| 16 | Accrued Payroll & Benefits |
| Accrued payroll and benefits represent salaries, wages, bonuses, and related employee benefits earned by employees but not yet paid as of the reporting date. These amounts are recognized in the month in which the related services are rendered and are generally settled in the subsequent month.The balance is largely attributable to compensation accrued in the last month of the reporting period and is generally settled in the subsequent month. Personnel pending payments (remuneration pending payment) as at December 31, 2024 and 2023 are $2,245 and $5,505 respectively. | |
| 17 | Long-Term Debt |
| Long-term
debt consists primarily of bank loans and other financing arrangements, which are initially recorded at the proceeds received, net
of transaction costs. Subsequently, these liabilities are measured at amortized cost using the effective interest method. Interest
expense is recognized over the term of the debt based on the effective interest rate. The terms and conditions of the long-term borrowings, including maturity dates, interest rates, collateral, and any covenants, are disclosed for each significant debt instrument. |
| Particulars | As
at December 31, 2024 | As
at December 31, 2023 | ||||||
| Long-term debts with banks | $ | 1,629,082 | $ | 1,618,753 | ||||
| Bsabadell Loan | 303,351 | - | ||||||
| Abanca ICO Loan 300,000 | 35,443 | 149,320 | ||||||
| Caixa ICO Loan 300,000 | 34,630 | 147,173 | ||||||
| Liberbank ICO Loan 150,000 | 17,732 | 74,678 | ||||||
| B.Santander ICO Loan 600,000 | 86,496 | 309,362 | ||||||
| ICO Bankia Loan 200,000 | 70,649 | 130,383 | ||||||
| Total | $ | 2,177,382 | $ | 2,429,669 | ||||
| 18 | Other Long-Term Liabilities |
| Other long-term liabilities consist of obligations that are not due within one year and are not classified elsewhere. These primarily include debt payable and deposits received, which are expected to be settled beyond one year from the reporting date. These balances are recognized at the amount expected to be settled. |
| Particulars | As
at December 31, 2024 | As
at December 31, 2023 | ||||||
| DEBT TO/P ATRATO | $ | 58,332 | $ | 205,599 | ||||
| DEPOSIT RECEIVED EVERIS L/P | 129,224 | 137,296 | ||||||
| Total | $ | 187,556 | $ | 342,895 | ||||
| 19 | Share capital |
| The Company’s authorized share capital consists of 110,302 common shares with a par value of $1.07 per share. As of December 31, 2024 and 2023, all authorized shares were issued, fully subscribed, and outstanding. | |
| 20 | Additional paid-in capital |
| Additional paid-in capital represents the excess of consideration received over the nominal value of shares issued by the Company. As of December 31, 2024 and 2023, additional paid-in capital amounts to $27,21,528. |
25
| 21 | Retained earnings |
| Retained earnings represent the cumulative net income (loss) of the Company, including the profit or loss for the current period, reserves, and other accumulated earnings or results from prior periods. Changes in retained earnings during the periods presented are primarily attributable to profit or loss for the period and movements in reserves. |
| Particulars | As
at December 31, 2024 | As
at December 31, 2023 | ||||||
| Legal Reserve | $ | 23,530 | $ | 23,530 | ||||
| Voluntary reserves | (976,520 | ) | (780,816 | ) | ||||
| Remainder | 85,038 | 85,038 | ||||||
| Negative Results from Previous Exercises | (2,132,385 | ) | (2,289,883 | ) | ||||
| Profit / (Loss) for the current period | 1,274,319 | (38,760 | ) | |||||
| Total | $ | (1,726,018 | ) | $ | (3,000,891 | ) | ||
| 22 | Accumulated other comprehensive deficit |
| Accumulated other comprehensive loss consists of foreign currency translation adjustments arising from the conversion from functional currency (Euro) to the reporting currency (U.S. Dollar). These adjustments are recorded in other comprehensive income (loss) in accordance with ASC 830 and are included as a separate component of shareholders’ equity. As of December 31, 2024 and 2023, accumulated other comprehensive loss amounts to $(47,028) and $(5,066) respectively. | |
| 23 | Revenue Recognition |
| Revenues are recognized when control of promised products or services transfers to the customer, in an amount that reflects the consideration expected in exchange, consistent with ASC 606. Performance obligations, transaction price, timing, and measurement of revenue are analyzed. The schedule breaks down revenue by major sources or contract types as applicable. The Net Revenue for the years ended December 31, 2024 and 2023 are $1,79,20,415 and $1,71,47,221 respectively. | |
| 24 | Cost of Revenue |
| Cost of revenue consists of direct costs associated with the delivery of services during the period, including personnel and other service-related expenses. Such costs are recognized in the period in which the related services are rendered in accordance with U.S. GAAP. The cost of revenue incurred for the years ended December 31, 2024 and 2023 are $99,38,328 and $1,07,66,940 respectively. | |
| 25 | Operating Expenses |
| Operating expenses consist of selling, general, and administrative expenses. The schedule disaggregates major categories such as salaries, marketing, rent, depreciation, and professional fees. Expense recognition follows the matching principle. During the prior year, the Company recognized certain immaterial losses arising in the course of operations, which were presented within operating results as part of other operating income (expense) in the accompanying income statement. |
| Particulars | As
at December 31, 2024 | As
at December 31, 2023 | ||||||
| Selling, general & administrative expenses | $ | 5,717,366 | $ | 4,930,130 | ||||
| Other operating income | 11,973 | - | ||||||
| Depreciation and amortization | 652,615 | 1,171,105 | ||||||
| Total | $ | 6,381,954 | $ | 6,101,235 | ||||
| 26 | Other Income |
| Other income consists of income and expenses arising from activities not directly related to the Company’s primary operations. Such amounts primarily include gains and losses on shares and investments, benefits from bonds, and other miscellaneous income. These items are recognized in the period in which they are earned or incurred in accordance with applicable U.S. GAAP. The other income for the years ended December 31, 2024 and 2023 are $5,555 and $14,571 respectively. |
26
| 27 | Interest expense |
| Interest expense consists of interest incurred on the Company’s borrowings and other financing arrangements. Interest expense primarily includes interest on debts with group and associated companies and debts with third parties. Interest is recognized using the effective interest method over the term of the underlying obligations. The interest expense for the years ended December 31, 2024 and 2023 are $(2,76,189) and $(2,76,696) respectively. | |
| 28 | Net income per share |
| The Company presents basic and diluted earnings per share (“EPS”) data for its common stock which is calculated by dividing the net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the period. | |
| The following table presents the computation of basic and diluted net income per share: |
| Particulars | As
at December 31, 2024 | As
at December 31, 2023 | ||||||
| A. Net profit | $ | 1,274,319 | $ | (38,760 | ) | |||
| B. Weighted average number of shares outstanding | 110,302 | 110,302 | ||||||
| C. Net income per share (A/B) | $ | 11.55 | $ | -0.35 | ||||
| 29 | Use of Estimates & Judgments |
| The preparation of financial statements requires management to make estimates and assumptions affecting reported amounts. Areas subject to significant estimates include allowance for doubtful accounts, impairment assessments, useful lives of assets, and income tax provisions. Actual results may differ. | |
| 30 | Commitments & Contingencies |
| Commitments include contractual obligations such as leases, purchase agreements, and loan guarantees. Contingent liabilities arise from legal claims and assessments. The notes detail material commitments and contingencies along with management’s assessment of potential exposures. | |
| 31 | Subsequent Events |
| Events occurring between the balance sheet date and the issuance of financial statements that significantly impact the Company’s financial position or results are disclosed. The Company evaluates this period and discloses adjusting and non-adjusting events. | |
| 32 | Recent Accounting Standards Adopted/Issued |
| Changes in accounting policies due to new or amended US GAAP standards adopted during the period are disclosed, including impacts on financial results. New pronouncements issued but not yet effective are summarized with potential future effects. |
27
Exhibit 99.3
 | KPSN & Associates LLP Chartered Accountants |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Teyame
AI LLC.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Datono Mediacion, S.L., a company incorporated in Spain (the Company) as of December 31, 2025, and the related statement of operations, changes in stockholders’ equity, and cash flow for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
The financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our 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 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.
Reg. Office: No.128, Crown Court, 1st Floor, Cathedral Road, Chennai – 600 086.
LLP identification Number: AAC-8221
| KPSN & Associates LLP Chartered Accountants |
Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (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 financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
We determined that there are no critical audit matters.
/s/ KPSN & Associates LLP
We have served as the Company’s auditor since 2025.
Chennai, India.
March 31, 2026
Reg. Office: No.128, Crown Court, 1st Floor, Cathedral Road, Chennai – 600 086.
LLP identification Number: AAC-8221
2
DATONO MEDIACION, SL
Condensed Balance Sheets
| Particulars | Notes | As at December 31, 2025 | As at December 31, 2024 | |||||||
| ASSETS | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | 4 | $ | 173 | $ | 163 | |||||
| Accounts receivable | 5 | 772,732 | 734,230 | |||||||
| Due from affiliates | 6 | - | 412,629 | |||||||
| Other current assets | 7 | 27,446 | 19,929 | |||||||
| Total current assets | 800,351 | 1,166,951 | ||||||||
| Investments | 8 | 3,023,134 | 2,676,838 | |||||||
| Intangible Assets, net | 9 | 749,146 | 469,587 | |||||||
| Total assets | $ | 4,572,631 | $ | 4,313,376 | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable | 10 | $ | 740,668 | $ | 79,659 | |||||
| Due to affiliates | 6 | 185,431 | - | |||||||
| Short term borrowing | 11 | 2,200,580 | 1,676,276 | |||||||
| Other current liabilities | 12 | 385,322 | 395,410 | |||||||
| Total current liabilities | 3,512,001 | 2,151,345 | ||||||||
| Long-term debt | 13 | - | 1,282,563 | |||||||
| Deferred tax liability | 14 | 24,243 | 21,466 | |||||||
| Total liabilities | 3,536,244 | 3,455,374 | ||||||||
| Stockholders’ equity | ||||||||||
| Common stock, par value $1.07; 3,006 shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively. | 15 | 3,206 | 3,206 | |||||||
| Retained earnings | 16 | 965,279 | 884,235 | |||||||
| Accumulated Other Comprehensive Income / (Deficit) | 17 | 67,902 | (29,439 | ) | ||||||
| Total stockholders’ equity | 1,036,387 | 858,002 | ||||||||
| Total liabilities and stockholders’ equity | 4,572,631 | $ | 4,313,376 | |||||||
The accompanying notes are an integral part of these financial statements.
3
DATONO MEDIACION, SL
Condensed Statement of Operations
| Year ended | Year ended | |||||||||
| Particulars | Notes | December 31, 2025 | December 31, 2024 | |||||||
| Net revenue | 18 | $ | 13,762,870 | $ | 13,034,611 | |||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 19 | 11,646,910 | 11,239,638 | |||||||
| Operating expenses | 20 | |||||||||
| Selling, general and administrative expense | 1,246,761 | 1,053,768 | ||||||||
| Depreciation and amortization | 170,345 | - | ||||||||
| Total operating expenses | 1,417,106 | 1,053,768 | ||||||||
| Profit from operations | 698,854 | 741,205 | ||||||||
| Other income | 21 | 28,492 | - | |||||||
| Interest expense | 22 | (114,418 | ) | (167,380 | ) | |||||
| Profit before income taxes | 612,928 | 573,825 | ||||||||
| Income tax | 14 | 147,492 | 124,294 | |||||||
| Income tax expense | 147,492 | 124,294 | ||||||||
| Net profit | $ | 465,436 | $ | 449,531 | ||||||
| Net income per common share—basic & Diluted | 23 | $ | 154.84 | $ | 149.54 | |||||
| Weighted average shares outstanding used in per common share computations: | ||||||||||
| Basic & Diluted | 3,006 | 3,006 | ||||||||
The accompanying notes are an integral part of these financial statements.
4
DATONO MEDIACION, SL
Statement of Cash Flows
| Particulars | Year ended December 31, 2025 | Year ended December 31, 2024 | ||||||
| Cash flows from operating activities | ||||||||
| Net profit | $ | 465,436 | $ | 449,531 | ||||
| Adjustment to reconcile net income / (loss) to net cash provided by (used in) operating activities | (287,051 | ) | (177,167 | ) | ||||
| Depreciation and amortization | 170,345 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) / decrease in Current Assets | ||||||||
| Accounts receivable | (38,502 | ) | 1,270,307 | |||||
| Due from affiliates | 412,629 | (33,685 | ) | |||||
| Other current assets | (7,517 | ) | 15,022 | |||||
| Increase / (decrease) in Current Liabilities | ||||||||
| Accounts payable | 661,009 | (722,291 | ) | |||||
| Due to affiliates | 185,431 | - | ||||||
| Other current liabilities | (157,580 | ) | (264,612 | ) | ||||
| Net cash provided by / (used in) operating activities | 1,404,200 | 537,105 | ||||||
| Interest expense | 114,418 | 167,380 | ||||||
| Income tax expense | 147,492 | 124,294 | ||||||
| Net cash provided by operating activities | 1,666,110 | 828,779 | ||||||
| Cash flows from investing activities | ||||||||
| Intangible assets, net | (279,559 | ) | (469,587 | ) | ||||
| Investments | (516,641 | ) | 167,223 | |||||
| Net cash provided by / (used in) investing activities | (796,200 | ) | (302,364 | ) | ||||
| Cash flows from financing activities | ||||||||
| Short term borrowing | 524,304 | (23,815 | ) | |||||
| Long term debt | (1,396,981 | ) | (501,752 | ) | ||||
| Other long-term liabilities | 2,777 | (1,341 | ) | |||||
| Net cash provided by / (used in) financing activities | (869,900 | ) | (526,908 | ) | ||||
| Net increase / (decrease) in cash and cash equivalents | 10 | (493 | ) | |||||
| Cash and cash equivalents | ||||||||
| Cash and cash equivalents at the beginning of the period | 163 | 656 | ||||||
| Cash and cash equivalents at the end of the period | $ | 173 | $ | 163 | ||||
The accompanying notes are an integral part of these financial statements
5
DATONO MEDIACION, SL
Statement of Changes in Stockholders’ Equity
| Accumulated | Amount in $ | |||||||||||||||||||
| Common Stock | Retained | Other Comprehensive | Total Stockholders | |||||||||||||||||
| Shares | Amount | Earnings | Income (Loss) | Equity/(Deficit) | ||||||||||||||||
| Balance as at December 31, 2023 | 3,006 | $ | 3,206 | $ | 568,856 | $ | 13,576 | $ | 585,638 | |||||||||||
| Net profit | - | - | 449,531 | - | 449,531 | |||||||||||||||
| Dividends | - | - | (127,992 | ) | - | (127,992 | ) | |||||||||||||
| Adjustments | - | - | (6,160 | ) | (43,015 | ) | (49,175 | ) | ||||||||||||
| Balance as at December 31, 2024 | 3,006 | 3,206 | 884,235 | (29,439 | ) | 858,002 | ||||||||||||||
| Net profit | - | - | 465,436 | - | 465,436 | |||||||||||||||
| Dividends | - | - | - | - | - | |||||||||||||||
| Adjustments | - | - | (384,392 | ) | 97,341 | (287,051 | ) | |||||||||||||
| Balance as at December 31, 2025 | 3,006 | $ | 3,206 | $ | 965,279 | $ | 67,902 | $ | 1,036,387 | |||||||||||
The accompanying notes are an integral part of these financial statements
6
DATONO MEDIACION, SL
NOTES TO THE FINANCIAL STATEMENTS
| 1 | Organization Introduction |
Datono Mediacion, S.L. (“the Company”) is a Spanish limited liability company incorporated in Madrid, Spain, on March 11, 2016. The Company’s principal activity is the provision of mediation and business management services to clients across Spain, with a special focus on supporting the resolution of commercial disputes and facilitating business transactions. The authorized share capital of the Company is €3,006, divided into 3,006 shares of €1 each, which are fully subscribed and paid. The registered office of Datono Mediacion, S.L. is located in Madrid, and the Company is governed by a sole administrator in accordance with its corporate bylaws.
Our Services:
The Company is an authorized insurance mediation business that provides technology-enabled call center and sales support services, primarily in connection with insurance-related products and campaigns. The Company’s operating model focuses on lead generation, customer acquisition, commercial outreach, and campaign management through integrated customer engagement workflows.
The Company supports multi-channel sales and service operations, including the management of cold lists, CRM integration, and real-time campaign monitoring. Its operating structure is designed to facilitate efficient sales funnel management and scalable customer engagement across insurance and related commercial campaigns.
| 2 | Basis of Preparation |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s functional currency is the euro (EUR), while its reporting currency for these financial statements is United States dollars (USD). Assets and liabilities denominated in euros have been translated into US dollars using exchange rates prevailing at the balance sheet date, and income and expense items were converted at average exchange rates for the reporting period. The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from those estimates.
7
| 3 | Summary of Significant Accounting Policies |
| 3.1 | Basis of Accounting: |
The financial statements of Datono Mediacion, S.L. are prepared using the accrual basis of accounting, in line with US GAAP requirements. This approach ensures that revenues are recognized when earned and expenses are recorded when incurred, regardless of when cash transactions actually take place. The accrual method aims to accurately reflect the timing of the Company’s economic activities, offering stakeholders a comprehensive view of financial performance and position.
| 3.2 | Foreign Currency Translation |
The functional currency of Datono Mediacion, S.L. is the euro (EUR), which reflects the primary economic environment in which the Company operates. For external reporting purposes, the financial statements are presented in United States dollars (USD). Assets and liabilities denominated in euros are translated into USD using exchange rates at the balance sheet date, while revenues and expenses are translated at average exchange rates prevailing throughout the year. Translational differences, if material, are recognized as a component of other comprehensive income or loss.
| 3.3 | Revenue Recognition |
Revenue is recognized in accordance with US GAAP guidance (ASC 606), when it is probable that economic benefits will flow to the Company and the amount of revenue can be reliably measured. Revenue is recognized when persuasive evidence of an arrangement exists, delivery of goods or services has occurred, the price is fixed or determinable, and it is reasonably assured that collection will occur. This policy reflects the Company’s adherence to the principle of recognizing revenue upon the transfer of control to the customer.
| 3.4 | Cash and Cash Equivalents |
Cash and cash equivalents include all cash on hand, deposits held at call with banks, and other highly liquid investments with original maturities of three months or less from the date of acquisition. These balances are measured at nominal value and are subject to an annual review for impairment.
| 3.5 | Accounts Receivable |
Accounts receivable are stated at their original invoiced amount, less any allowances for doubtful receivables. Allowances are established based on a combination of specific review of outstanding balances, historical collection experience, and prevailing economic conditions. Receivables are written down and impairment losses recognized if collection is no longer considered probable.
| 3.6 | Property, Plant, and Equipment |
Property, plant, and equipment (“PPE”) are recorded at cost less accumulated depreciation and any identified impairment losses. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which generally range from 3 to 10 years, depending on the asset class. The residual values and useful lives are reviewed annually and adjusted if appropriate.
8
| 3.7 | Intangible Assets |
Intangible assets are initially measured at cost and subsequently amortized on a straight-line basis over their estimated useful lives, typically ranging between 3 and 10 years. The carrying amount of intangible assets is reviewed annually for impairment, or more frequently if events or changes in circumstances indicate a potential decline in value. Impairment losses, if recognized, are stated in the period identified.
| 3.8 | Leases |
Leases are accounted for in accordance with applicable US GAAP guidance. At lease commencement, right-of-use assets and corresponding lease liabilities are recognized, measured initially at the present value of future lease payments. Right-of-use assets are amortized over the lesser of the lease term or the useful life of the asset. Lease liabilities are subsequently measured using the effective interest method.
| 3.9 | Income Taxes |
Deferred tax assets and liabilities are recognized based on the future tax effects attributable to temporary differences between the carrying amounts of assets and liabilities in the financial statements and their corresponding tax bases. Deferred taxes are measured using enacted tax rates expected to apply when the temporary differences reverse. The Company records tax positions in the financial statements only when it is more likely than not that the position will be sustained upon examination.
| 3.10 | Use of Estimates |
The preparation of financial statements requires management to make estimates and judgments that influence the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. Significant areas of judgment include valuation of receivables, depreciation and amortization periods, impairment assessments, and the recognition of deferred taxes. Actual results could differ from those estimates, and such differences may be material to the financial statements.
| 4 | Cash and cash equivalents |
Cash and cash equivalents consist of cash on hand and balances with banks. The Company maintains its cash balances with financial institutions.
| Particulars | As at December 31, 2025 | As at December 31, 2024 | ||||||
| Cash in hand | $ | 83 | $ | 73 | ||||
| Cash at bank | 91 | 90 | ||||||
| Total | $ | 173 | $ | 163 | ||||
9
| 5 | Accounts Receivable |
Accounts receivable are stated net of an allowance for doubtful accounts, which is based on historical collection experience and management’s assessment. The aging schedule classifies receivables by the length of time they have been outstanding. Significant overdue balances are reviewed regularly and provisions made for estimated uncollectible amounts.
Accounts Receivable consists of the following:
| Particulars | As at December 31, 2025 | As at December 31, 2024 | ||||||
| Accounts receivable (gross) | $ | 772,732 | $ | 734,230 | ||||
| Less: Allowance for doubtful accounts | - | - | ||||||
| Total | $ | 772,732 | $ | 734,230 | ||||
| 6 | Related Parties |
Transactions and balances with related parties, including subsidiaries, affiliates, and key management personnel, are disclosed in accordance with US GAAP. The schedule includes receivables, payables, sales, purchases, and other transactions.
Due from affiliates:
| Particulars | As at December 31, 2024 | |||
| Ivan Montero Rebato | $ | - | ||
| Marisa Sanchez Fernandez | - | |||
| Long-term debt with Teyamé 360 | (72,338 | ) | ||
| Mimonkey Mobile Current Account | 161,974 | |||
| Teyame Exclusive Current Account | 132,604 | |||
| Teyame Collaborator Current Account | 50,188 | |||
| Teyame Direct Current Account | 1,612 | |||
| CH109 Loan | 138,589 | |||
| Total | $ | 412,629 | ||
Due to affiliates:
| Particulars | As at December 31, 2025 | |||
| Ivan Montero Rebato | $ | - | ||
| Marisa Sanchez Fernandez | - | |||
| Long-term debt with Teyamé 360 | 787,906 | |||
| Mimonkey Mobile Current Account | (183,622 | ) | ||
| Teyame Exclusive Current Account | (150,617 | ) | ||
| Teyame Collaborator Current Account | (57,539 | ) | ||
| Teyame Direct Current Account | (2,555 | ) | ||
| CH109 Loan | (208,143 | ) | ||
| Total | $ | 185,431 | ||
| 7 | Other current assets |
Other current assets consist of short-term assets expected to be realized within one year and primarily include and short term credits, deposits and investments. These balances are carried at cost and reviewed for recoverability at each reporting date.
| Particulars | As at December 31, 2025 | As at December 31, 2024 | ||||||
| Other credits with Public Administrations | $ | 2,050 | $ | 3,636 | ||||
| Restricted deposits and legal guarantees | 14,140 | 6,326 | ||||||
| Investments in group companies and associates | 11,256 | 9,967 | ||||||
| Total | $ | 27,446 | $ | 19,929 | ||||
10
| 8 | Investments |
Investments represent equity instruments held by the Company. Such investments are accounted for in accordance with US GAAP. The investments are measured at fair value as of each reporting date. Equity method investments are adjusted for the Company’s share of investees’ earnings or losses. The schedule details significant investments, carrying amounts, and income recognition.
| Particulars | As at December 31, 2025 | As at December 31, 2024 | ||||||
| Long - term Participations in Teyamé | $ | 3,023,134 | $ | 2,676,838 | ||||
| 9 | Intangible Assets |
Intangible assets are stated at cost less accumulated amortization and any impairment losses. Amortization is computed on a straight-line basis over the estimated useful lives of the assets, which generally range from 3 to 10 years, depending on the nature of the asset. Intangible assets with indefinite lives are not amortized but tested annually for impairment.
Expenditures that extend or enhance the life of intangible assets are capitalized, while costs related to ongoing maintenance are expensed as incurred. The major classes of intangible assets consists of development costs.
Intangible assets consist of the following:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||
| Weighted average Remaining Useful life (Years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||
| Research and Development Expenses | 3 | $ | 1,191,799 | $ | 442,653 | $ | 749,146 | $ | 747,495 | $ | 277,908 | $ | 469,587 | |||||||||||||||
| $ | 1,191,799 | $ | 442,653 | $ | 749,146 | $ | 747,495 | $ | 277,908 | $ | 469,587 | |||||||||||||||||
| Nature of Intangibles | Useful Life | |
| Research and Development Expenses | 3 years |
| 10 | Accounts Payable |
Accounts payable represent obligations to vendors and suppliers incurred in the normal course of business. The schedule provides details of payables by vendor type or age classification as applicable. No material related party payables are included in accounts payable.
| Particulars | As at December 31, 2025 | As at December 31, 2024 | ||||||
| Trade Payables | $ | 106,660 | $ | 74,335 | ||||
| Personnel (remunerations pending payment) | 634,007 | 5,323 | ||||||
| Total | $ | 740,667 | $ | 79,658 | ||||
| 11 | Short-Term borrowings |
Short-term borrowings consist of obligations with original maturities of less than one year and are recorded at the principal amount outstanding plus accrued interest. Interest expense incurred on these borrowings is included in interest expense in the accompanying statement of operations.
Short-term borrowings increased significantly during the year ended December 31, 2025 compared to the prior year, primarily due to the reclassification of certain long-term borrowings due within one year from the reporting date.
| Particulars | As at December 31, 2025 | As at December 31, 2024 | ||||||
| Debts with group companies and associates | $ | 7,211 | $ | 6,983 | ||||
| Debts with credit institutions | 2,193,369 | 1,669,293 | ||||||
| Total | $ | 2,200,580 | $ | 1,676,276 | ||||
11
| 12 | Other current liabilities |
Other current liabilities represent debts and liabilities expected to be settled within one year and are recognized at the amount expected to be paid.
| Particulars | As at December 31, 2025 | As at December 31, 2024 | ||||||
| Other debts with Public Administrations | $ | 266,366 | $ | 298,115 | ||||
| Current tax liabilities | 118,956 | 97,294 | ||||||
| Total | $ | 385,322 | $ | 395,410 | ||||
| 13 | Long-Term Debt |
Long-term debt consists primarily of bank loans and other financing arrangements, which are initially recorded at the proceeds received, net of transaction costs. Subsequently, these liabilities are measured at amortized cost using the effective interest method. Interest expense is recognized over the term of the debt based on the effective interest rate.
The terms and conditions of the long-term borrowings, including maturity dates, interest rates, collateral, and any covenants, are disclosed for each significant debt instrument.
During the year ended December 31, 2025, a significant portion of the Company’s long-term borrowings was repaid, and the remaining borrowings were reclassified as short-term as they are maturing within one year from the reporting date. Accordingly, no long-term borrowings remained outstanding as of December 31, 2025.
| Particulars | As at December 31, 2025 | As at December 31, 2024 | ||||||
| Bankinter ICO Loan 200,000 | $ | - | $ | 23,681 | ||||
| Bbva ICO Loan 300,000 | 32,124 | 111,001 | ||||||
| Caixabank ICO Loan 300,000 | - | 34,630 | ||||||
| B.Santander ICO 100,000 Loan | - | 14,416 | ||||||
| Bankia ICO Loan 400,000 | - | 47,102 | ||||||
| Deutsche ICO Loan 350,000 | 81,538 | 147,918 | ||||||
| Long-Term Bank Debts | (113,662 | ) | 903,815 | |||||
| Total | $ | (0 | ) | $ | 1,282,563 | |||
| 14 | Income Taxes |
Income tax expense includes current and deferred taxes, calculated based on enacted tax laws. Deferred taxes arise from temporary differences between book and tax bases of assets and liabilities. The schedule includes deferred tax assets and liabilities with explanations of valuation allowances if applicable.
| Particulars | As at December 31, 2025 | As at December 31, 2024 | ||||||
| Deferred tax liability | $ | 24,243 | $ | 21,466 | ||||
| Income tax | $ | 147,492 | $ | 124,294 | ||||
12
| 15 | Share capital |
The Company’s authorized share capital consists of 3,006 common shares with a par value of $1.07 per share. As of December 31, 2025 and 2024, all authorized shares were issued, fully subscribed, and outstanding.
| 16 | Retained earnings |
Retained earnings represent the cumulative net income (loss) of the Company, including the profit or loss for the current period, reserves, and dividend advance accounts. Changes in retained earnings during the periods presented are primarily attributable to profit or loss for the period and movements in dividend advance accounts.
| Particulars | As at December 31, 2025 | As at December 31, 2024 | ||||||
| Legal Reserve | $ | 641 | $ | 641 | ||||
| Voluntary Reserves | 485,199 | 441,391 | ||||||
| Leveling Reserve 2021 | 32,509 | 32,509 | ||||||
| Leveling Reserve 2023 | 55,646 | 55,646 | ||||||
| Leveling Reserve 2022 | 32,509 | 32,509 | ||||||
| Dividend Advance Account IMR | (53,330 | ) | (63,996 | ) | ||||
| Dividend Advance Account MSF | (53,330 | ) | (63,996 | ) | ||||
| Profit / (Loss) for the current period | 465,436 | 449,531 | ||||||
| Total | $ | 965,279 | $ | 884,235 | ||||
| 17 | Accumulated Other Comprehensive Income / (Deficit) |
Accumulated other comprehensive loss consists of foreign currency translation adjustments arising from the conversion from functional currency (Euro) to the reporting currency (U.S. Dollar). These adjustments are recorded in other comprehensive income (loss) in accordance with ASC 830 and are included as a separate component of shareholders’ equity. As of December 31, 2025 and 2024, accumulated other comprehensive loss amounted to $67,030 and $(29,439), respectively.
| 18 | Revenue Recognition |
Revenues are recognized when control of promised products or services transfers to the customer, in an amount that reflects the consideration expected in exchange, consistent with ASC 606. Performance obligations, transaction price, timing, and measurement of revenue are analyzed. The schedule breaks down revenue by major sources or contract types as applicable. The Net Revenue for the years ended 31 December, 2025 and 2024 are $1,37,62,870 and $1,30,34,611 respectively.
13
| 19 | Cost of Revenue |
Cost of revenue consists of direct costs associated with the delivery of services during the period, including personnel and other service-related expenses. Such costs are recognized in the period in which the related services are rendered in accordance with U.S. GAAP. The cost of revenue incurred for the years ended 31 December, 2025 and 2024 are $1,16,46,910 and $1,12,39,638 respectively.
| 20 | Operating Expenses |
Operating expenses consist of selling, general, and administrative expenses. The schedule disaggregates major categories such as salaries, marketing, rent, depreciation, and professional fees. Expense recognition follows the matching principle. During the prior year, the Company recognized certain immaterial losses arising in the course of operations, which were presented within operating results as part of other operating income (expense) in the accompanying income statement.
| Particulars | As at December 31, 2025 | As at December 31, 2024 | ||||||
| Selling, general & administrative expenses | $ | 1,246,761 | $ | 1,053,768 | ||||
| Depreciation and amortization | 170,345 | - | ||||||
| Total | $ | 1,417,106 | $ | 1,053,768 | ||||
| 21 | Other Income |
Other income consists of income and expenses arising from activities not directly related to the Company’s primary operations and primarily includes other financial income. Such amounts are recognized in the period in which they are earned or incurred in accordance with applicable U.S. GAAP. Other income for the year ended December 31, 2025 amounted to $28,492, while no other income was recognized for the year ended December 31, 2024.
| 22 | Interest expense |
Interest expense consists of interest incurred on the Company’s borrowings and other financing arrangements. Interest expense primarily includes interest on debts with group and associated companies and debts with third parties. Interest is recognized using the effective interest method over the term of the underlying obligations. The interest expense for the years ended December 31, 2025 and 2024 are $(1,14,418) and $(1,67,380) respectively.
| 23 | Net income per share |
The Company presents basic and diluted earnings per share (“EPS”) data for its common stock which is calculated by dividing the net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the period.
The following table presents the computation of basic and diluted net income per share:
| Particulars | As at December 31, 2025 | As at December 31, 2024 | ||||||
| A. Net profit | $ | 465,436 | $ | 449,531 | ||||
| B. Weighted average number of shares outstanding | 3,006 | 3,006 | ||||||
| C. Net income per share (A/B) | $ | 155 | $ | 150 | ||||
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| 24 | Commitments and Contingencies |
At each reporting date, the Company reviews and discloses any significant outstanding commitments and contingent liabilities. This includes contractual obligations, guarantees, pending litigation or arbitration, regulatory matters, and other exposures that may materially affect the Company’s financial position or performance. The status, potential financial impact, and management’s assessment of each material item are presented in the notes as appropriate.
| 25 | Subsequent Events |
Management considers events occurring between the balance sheet date and the date on which the financial statements are authorized for issue. Any event that has a significant effect on the Company’s financial position, results of operations, or cash flows is disclosed in the notes, including both adjusting and non-adjusting events, in line with US GAAP requirements.
On January 29, 2026, Datono Mediación S.L. was included in a Share Purchase Agreement whereby 100% of its equity (3,006 shares) is to be sold to Teyame AI LLC (assignable to Healthcare Triangle, Inc.) as part of the Teyame 360, S.L. transaction.
This transaction represents a non-adjusting subsequent event and, accordingly, no adjustments have been made to the financial statements for the year ended December 31, 2025. Management has determined that there is no impact on the carrying value of the Company’s assets and liabilities as a result of this transaction. The transaction remains subject to customary closing conditions.
| 26 | Recent and Upcoming Accounting Standards |
The Company evaluates changes in financial reporting requirements and updates its accounting policies for new or amended standards as issued by the Financial Accounting Standards Board (FASB). Recently adopted standards that have a material impact, as well as new pronouncements not yet effective, are described in the notes, summarizing the anticipated impact on future financial statements.
15
|
KPSN & Associates LLP Chartered Accountants |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and
Stockholders of Teyame AI LLC.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Datono Mediacion, S.L., a company incorporated in Spain (the Company) as of December 31, 2024, and the related statement of operations, changes in stockholders’ equity, and cash flow for the year ended December 31, 2024, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
The financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our 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 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 audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Reg. Office: No.128, Crown Court, 1st Floor, Cathedral Road, Chennai – 600 086.
LLP identification Number: AAC-8221
16
|
KPSN & Associates LLP Chartered Accountants |
Critical Audit Matters
The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (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 financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
We determined that there are no critical audit matters.
/s/ KPSN & Associates LLP
We have served as the Company’s auditor since 2025.
Chennai, India.
March 31, 2026
Reg. Office: No.128, Crown Court, 1st Floor, Cathedral Road, Chennai – 600 086.
LLP identification Number: AAC-8221
17
DATONO MEDIACION, SL
Condensed Balance Sheets
| As at | As at | |||||||||||
| Particulars | Notes | December 31, 2024 | December 31, 2023 | |||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 4 | $ | 163 | $ | 656 | |||||||
| Accounts receivable | 5 | 734,230 | 2,004,537 | |||||||||
| Due from affiliates | 6 | 412,629 | 378,944 | |||||||||
| Other current assets | 7 | 19,929 | 34,951 | |||||||||
| Total current assets | 1,166,951 | 2,419,088 | ||||||||||
| Investments | 8 | 2,676,838 | 2,844,060 | |||||||||
| Intangible Assets, net | 9 | 469,587 | - | |||||||||
| Total assets | $ | 4,313,376 | $ | 5,263,148 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | 10 | $ | 79,659 | $ | 801,950 | |||||||
| Short term borrowing | 11 | 1,676,276 | 1,700,091 | |||||||||
| Other current liabilities | 12 | 395,410 | 535,727 | |||||||||
| Total current liabilities | 2,151,345 | 3,037,768 | ||||||||||
| Long-term debt | 13 | 1,282,563 | 1,616,935 | |||||||||
| Deferred tax liability | 14 | 21,466 | 22,807 | |||||||||
| Total liabilities | 3,455,374 | 4,677,510 | ||||||||||
| Stockholders’ equity | ||||||||||||
| Common stock, par value $1.07; 3,006 shares issued and outstanding as of December 31, 2024, and December 31, 2023, respectively. | 15 | 3,206 | 3,206 | |||||||||
| Retained earnings | 16 | 884,235 | 568,856 | |||||||||
| Accumulated Other Comprehensive Income / (Deficit) | 17 | (29,439 | ) | 13,576 | ||||||||
| Total stockholders’ equity | 858,002 | 585,638 | ||||||||||
| Total liabilities and stockholders’ equity | $ | 4,313,376 | $ | 5,263,148 | ||||||||
The accompanying notes are an integral part of these financial statements.
18
DATONO MEDIACION, SL
Condensed Statement of Operations
| Year ended | Year ended | |||||||||
| Particulars | Notes | December 31, 2024 | December 31, 2023 | |||||||
| Net revenue | 18 | $ | 13,034,611 | $ | 10,485,269 | |||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 19 | 11,239,638 | 8,881,572 | |||||||
| Operating expenses | 20 | |||||||||
| Selling, general and administrative expense | 1,053,768 | 880,657 | ||||||||
| Total operating expenses | 1,053,768 | 880,657 | ||||||||
| Profit from operations | 741,205 | 723,040 | ||||||||
| Other income | 21 | - | 598 | |||||||
| Interest expense | 22 | (167,380 | ) | (152,395 | ) | |||||
| Profit before income taxes | 573,825 | 571,243 | ||||||||
| Income tax | 14 | 124,294 | 137,077 | |||||||
| Deferred income tax | 14 | - | 4,060 | |||||||
| Income tax expense | 124,294 | 141,137 | ||||||||
| Net profit | $ | 449,531 | $ | 430,106 | ||||||
| Net income per common share—basic & Diluted | 23 | $ | 149.54 | $ | 143.08 | |||||
| Weighted average shares outstanding used in per common share computations: | ||||||||||
| Basic & Diluted | 3,006 | 3,006 | ||||||||
The accompanying notes are an integral part of these financial statements.
19
DATONO MEDIACION, SL
Statement of Cash Flows
| Particulars | Year ended December 31, 2024 | Year ended December 31, 2023 | ||||||
| Cash flows from operating activities | ||||||||
| Net profit | $ | 449,531 | $ | 430,106 | ||||
| Adjustment to reconcile net income / (loss) to net cash provided by (used in) operating activities | (177,167 | ) | (93,085 | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) / decrease in Current Assets | ||||||||
| Accounts receivable | 1,270,307 | (1,045,095 | ) | |||||
| Due from affiliates | (33,685 | ) | (119,561 | ) | ||||
| Other current assets | 15,022 | (10,125 | ) | |||||
| Increase / (decrease) in Current Liabilities | ||||||||
| Accounts payable | (722,291 | ) | 779,480 | |||||
| Other current liabilities | (264,612 | ) | 96,169 | |||||
| Net cash provided by / (used in) operating activities | 537,105 | 37,889 | ||||||
| Interest expense | 167,380 | 152,395 | ||||||
| Income tax expense | 124,294 | 141,137 | ||||||
| Net cash provided by operating activities | 828,779 | 331,421 | ||||||
| Cash flows from investing activities | ||||||||
| Intangible assets, net | (469,587 | ) | - | |||||
| Investments | 167,223 | (95,850 | ) | |||||
| Net cash provided by / (used in) investing activities | (302,364 | ) | (95,850 | ) | ||||
| Cash flows from financing activities | ||||||||
| Short term borrowing | (23,815 | ) | (705,558 | ) | ||||
| Long term debt | (501,752 | ) | 465,797 | |||||
| Other long-term liabilities | (1,341 | ) | 4,770 | |||||
| Net cash provided by / (used in) financing activities | (526,908 | ) | (234,991 | ) | ||||
| Net increase / (decrease) in cash and cash equivalents | (493 | ) | 580 | |||||
| Cash and cash equivalents | ||||||||
| Cash and cash equivalents at the beginning of the period | 656 | 76 | ||||||
| Cash and cash equivalents at the end of the period | $ | 163 | $ | 656 | ||||
The accompanying notes are an integral part of these financial statements
20
DATONO MEDIACION, SL
Statement of Changes in Stockholders’ Equity
| Accumulated | Amount in $ | |||||||||||||||||||
| Common Stock | Retained | Other Comprehensive | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Earnings | Income (Loss) | Equity/(Deficit) | ||||||||||||||||
| Balance as at December 31, 2022 | 3,006 | $ | 3,206 | $ | 244,017 | $ | 1,394 | $ | 248,617 | |||||||||||
| Net profit | - | - | 430,106 | - | 430,106 | |||||||||||||||
| Dividends | - | - | (106,660 | ) | - | (106,660 | ) | |||||||||||||
| Adjustments | - | - | 1,393 | 12,182 | 13,575 | |||||||||||||||
| Balance as at December 31, 2023 | 3,006 | 3,206 | 568,856 | 13,576 | 585,638 | |||||||||||||||
| Net profit | - | - | 449,531 | - | 449,531 | |||||||||||||||
| Dividends | - | - | (127,992 | ) | - | (127,992 | ) | |||||||||||||
| Adjustments | - | - | (6,160 | ) | (43,015 | ) | (49,175 | ) | ||||||||||||
| Balance as at December 31, 2024 | 3,006 | $ | 3,206 | $ | 884,235 | $ | (29,439 | ) | $ | 858,002 | ||||||||||
The accompanying notes are an integral part of these financial statements
21
DATONO MEDIACION, SL
NOTES TO THE FINANCIAL STATEMENTS
| 1 | Organization Introduction |
Datono Mediacion, S.L. (“the Company”) is a Spanish limited liability company incorporated in Madrid, Spain, on March 11, 2016. The Company’s principal activity is the provision of mediation and business management services to clients across Spain, with a special focus on supporting the resolution of commercial disputes and facilitating business transactions. The authorized share capital of the Company is €3,006, divided into 3,006 shares of €1 each, which are fully subscribed and paid. The registered office of Datono Mediacion, S.L. is located in Madrid, and the Company is governed by a sole administrator in accordance with its corporate bylaws.
Our Services:
The Company is an authorized insurance mediation business that provides technology-enabled call center and sales support services, primarily in connection with insurance-related products and campaigns. The Company’s operating model focuses on lead generation, customer acquisition, commercial outreach, and campaign management through integrated customer engagement workflows.
The Company supports multi-channel sales and service operations, including the management of cold lists, CRM integration, and real-time campaign monitoring. Its operating structure is designed to facilitate efficient sales funnel management and scalable customer engagement across insurance and related commercial campaigns.
| 2 | Basis of Preparation |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s functional currency is the euro (EUR), while its reporting currency for these financial statements is United States dollars (USD). Assets and liabilities denominated in euros have been translated into US dollars using exchange rates prevailing at the balance sheet date, and income and expense items were converted at average exchange rates for the reporting period. The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from those estimates.
| 3 | Summary of Significant Accounting Policies |
| 3.1 | Basis of Accounting: |
The financial statements of Datono Mediacion, S.L. are prepared using the accrual basis of accounting, in line with US GAAP requirements. This approach ensures that revenues are recognized when earned and expenses are recorded when incurred, regardless of when cash transactions actually take place. The accrual method aims to accurately reflect the timing of the Company’s economic activities, offering stakeholders a comprehensive view of financial performance and position.
| 3.2 | Foreign Currency Translation |
The functional currency of Datono Mediacion, S.L. is the euro (EUR), which reflects the primary economic environment in which the Company operates. For external reporting purposes, the financial statements are presented in United States dollars (USD). Assets and liabilities denominated in euros are translated into USD using exchange rates at the balance sheet date, while revenues and expenses are translated at average exchange rates prevailing throughout the year. Translational differences, if material, are recognized as a component of other comprehensive income or loss.
| 3.3 | Revenue Recognition |
Revenue is recognized in accordance with US GAAP guidance (ASC 606), when it is probable that economic benefits will flow to the Company and the amount of revenue can be reliably measured. Revenue is recognized when persuasive evidence of an arrangement exists, delivery of goods or services has occurred, the price is fixed or determinable, and it is reasonably assured that collection will occur. This policy reflects the Company’s adherence to the principle of recognizing revenue upon the transfer of control to the customer.
| 3.4 | Cash and Cash Equivalents |
Cash and cash equivalents include all cash on hand, deposits held at call with banks, and other highly liquid investments with original maturities of three months or less from the date of acquisition. These balances are measured at nominal value and are subject to an annual review for impairment.
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| 3.5 | Accounts Receivable |
| Accounts receivable are stated at their original invoiced amount, less any allowances for doubtful receivables. Allowances are established based on a combination of specific review of outstanding balances, historical collection experience, and prevailing economic conditions. Receivables are written down and impairment losses recognized if collection is no longer considered probable. | |
| 3.6 | Property, Plant, and Equipment |
| Property, plant, and equipment (“PPE”) are recorded at cost less accumulated depreciation and any identified impairment losses. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which generally range from 3 to 10 years, depending on the asset class. The residual values and useful lives are reviewed annually and adjusted if appropriate. | |
| 3.7 | Intangible Assets |
| Intangible assets are initially measured at cost and subsequently amortized on a straight-line basis over their estimated useful lives, typically ranging between 3 and 10 years. The carrying amount of intangible assets is reviewed annually for impairment, or more frequently if events or changes in circumstances indicate a potential decline in value. Impairment losses, if recognized, are stated in the period identified. | |
| 3.8 | Leases |
| Leases are accounted for in accordance with applicable US GAAP guidance. At lease commencement, right-of-use assets and corresponding lease liabilities are recognized, measured initially at the present value of future lease payments. Right-of-use assets are amortized over the lesser of the lease term or the useful life of the asset. Lease liabilities are subsequently measured using the effective interest method. | |
| 3.9 | Income Taxes |
| Deferred tax assets and liabilities are recognized based on the future tax effects attributable to temporary differences between the carrying amounts of assets and liabilities in the financial statements and their corresponding tax bases. Deferred taxes are measured using enacted tax rates expected to apply when the temporary differences reverse. The Company records tax positions in the financial statements only when it is more likely than not that the position will be sustained upon examination. | |
| 3.10 | Use of Estimates |
| The preparation of financial statements requires management to make estimates and judgments that influence the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. Significant areas of judgment include valuation of receivables, depreciation and amortization periods, impairment assessments, and the recognition of deferred taxes. Actual results could differ from those estimates, and such differences may be material to the financial statements. | |
| 4 | Cash and cash equivalents |
| Cash and cash equivalents consist of cash on hand and balances with banks. The Company maintains its cash balances with financial institutions. |
| Particulars | As at December 31, 2024 | As at December 31, 2023 | ||||||
| Cash in hand | $ | 73 | $ | - | ||||
| Cash at bank | 90 | 656 | ||||||
| Total | $ | 163 | $ | 656 | ||||
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| 5 | Accounts Receivable |
| Accounts receivable are stated net of an allowance for doubtful accounts, which is based on historical collection experience and management’s assessment. The aging schedule classifies receivables by the length of time they have been outstanding. Significant overdue balances are reviewed regularly and provisions made for estimated uncollectible amounts. |
Accounts Receivable consists of the following:
| Particulars | As at December 31, 2024 | As at December 31, 2023 | ||||||
| Accounts receivable (gross) | $ | 734,230 | $ | 2,004,537 | ||||
| Less: Allowance for doubtful accounts | - | - | ||||||
| Total | $ | 734,230 | $ | 2,004,537 | ||||
| 6 | Related Parties |
| Transactions and balances with related parties, including subsidiaries, affiliates, and key management personnel, are disclosed in accordance with US GAAP. The schedule includes receivables, payables, sales, purchases, and other transactions. |
| Particulars | As at December 31, 2024 | As at December 31, 2023 | ||||||
| Due from affiliates: | ||||||||
| Loan CH109 | $ | 138,589 | $ | - | ||||
| Mimonkey Mobile Current Account | 161,974 | 172,092 | ||||||
| Teyame Exclusive Current Account | 132,604 | 140,126 | ||||||
| Teyame Current Account Collaborator | 50,188 | 52,561 | ||||||
| Teyame Direct Current Account | 1,612 | 91,915 | ||||||
| Long-term debt with Teyamé 360 | (72,338 | ) | (77,751 | ) | ||||
| Total | $ | 412,629 | $ | 378,944 | ||||
| 7 | Other current assets |
| Other current assets consist of short-term assets expected to be realized within one year and primarily include and short term credits, deposits and investments. These balances are carried at cost and reviewed for recoverability at each reporting date. |
| Particulars | As at December 31, 2024 | As at December 31, 2023 | ||||||
| Other credits with Public Administrations | $ | 3,636 | $ | 686 | ||||
| Restricted deposits and legal guarantees | 6,326 | 23,674 | ||||||
| Investments in group companies and associates | 9,967 | 10,591 | ||||||
| Total | $ | 19,929 | $ | 34,951 | ||||
| 8 | Investments |
| Investments represent equity instruments held by the Company. Such investments are accounted for in accordance with US GAAP. The investments are measured at fair value as of each reporting date. Equity method investments are adjusted for the Company’s share of investees’ earnings or losses. The schedule details significant investments, carrying amounts, and income recognition. |
| Particulars | As at December 31, 2024 | As at December 31, 2023 | ||||||
| Investment in TEYAME 360 S.L. | $ | 2,676,838 | $ | 2,844,060 | ||||
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| 9 | Intangible Assets |
Intangible assets are stated at cost less accumulated amortization and any impairment losses. Amortization is computed on a straight-line basis over the estimated useful lives of the assets, which generally range from 3 to 10 years, depending on the nature of the asset. Intangible assets with indefinite lives are not amortized but tested annually for impairment.
Expenditures that extend or enhance the life of intangible assets are capitalized, while costs related to ongoing maintenance are expensed as incurred. The major classes of intangible assets consists of development costs. |
Intangible assets consist of the following:
| December 31, 2024 | December 31, 2023 | |||||||||||||||||||||||||
| Weighted average Remaining Useful life (Years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||
| Research and Development Expenses | 3 | $ | 7,47,495 | $ | 2,77,908 | $ | 4,69,587 | $ | 2,95,270 | $ | 2,95,270 | $ | - | |||||||||||||
| $ | 7,47,495 | $ | 2,77,908 | $ | 4,69,587 | $ | 2,95,270 | $ | 2,95,270 | $ | - | |||||||||||||||
| Nature of Intangibles | Useful Life | |
| Research and Development Expenses | 3 years |
| 10 | Accounts Payable |
| Accounts payable represent obligations to vendors and suppliers incurred in the normal course of business. The schedule provides details of payables by vendor type or age classification as applicable. No material related party payables are included in accounts payable. |
| Particulars | As at December 31, 2024 | As at December 31, 2023 | ||||||
| Trade Payables | $ | 74,335 | $ | 796,107 | ||||
| Personnel (remunerations pending payment) | 5,323 | 5,842 | ||||||
| Total | $ | 79,658 | $ | 801,950 | ||||
| 11 | Short-Term borrowings |
| Short-term borrowings consist of obligations with original maturities of less than one year and are recorded at the principal amount outstanding plus accrued interest. Interest expense incurred on these borrowings is included in interest expense in the accompanying statement of operations. |
| Particulars | As at December 31, 2024 | As at December 31, 2023 | ||||||
| Debts with group companies and associates | $ | 6,983 | $ | 59,303 | ||||
| Debts with credit institutions | 1,669,293 | 1,640,788 | ||||||
| Total | $ | 1,676,276 | $ | 1,700,091 | ||||
| 12 | Other current liabilities |
| Other current liabilities represent debts and liabilities expected to be settled within one year and are recognized at the amount expected to be paid. |
| Particulars | As at December 31, 2024 | As at December 31, 2023 | ||||||
| Other debts with Public Administrations | $ | 298,115 | $ | 425,347 | ||||
| Dividend payable | - | 110,380 | ||||||
| Current tax liabilities | 97,294 | - | ||||||
| Total | $ | 395,410 | $ | 535,727 | ||||
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| 13 | Long-Term Debt |
Long-term debt consists primarily of bank loans and other financing arrangements, which are initially recorded at the proceeds received, net of transaction costs. Subsequently, these liabilities are measured at amortized cost using the effective interest method. Interest expense is recognized over the term of the debt based on the effective interest rate.
The terms and conditions of the long-term borrowings, including maturity dates, interest rates, collateral, and any covenants, are disclosed for each significant debt instrument. |
| Particulars | As at December 31, 2024 | As at December 31, 2023 | ||||||
| Bankinter ICO Loan 200,000 | $ | 23,681 | $ | 99,534 | ||||
| Bbva ICO Loan 300,000 | 111,001 | 200,099 | ||||||
| Caixabank ICO Loan 300,000 | 34,630 | 147,173 | ||||||
| B.Santander ICO 100,000 Loan | 14,416 | 51,560 | ||||||
| Bankia ICO Loan 400,000 | 47,102 | 198,684 | ||||||
| Deutsche ICO Loan 350,000 | 147,918 | 232,764 | ||||||
| Long-Term Bank Debts | 903,815 | 687,120 | ||||||
| Total | $ | 1,282,563 | $ | 1,616,935 | ||||
| 14 | Income Taxes |
| Income tax expense includes current and deferred taxes, calculated based on enacted tax laws. Deferred taxes arise from temporary differences between book and tax bases of assets and liabilities. The schedule includes deferred tax assets and liabilities with explanations of valuation allowances if applicable. |
| Particulars | As at December 31, 2024 | As at December 31, 2023 | ||||||
| Deferred tax liability | $ | 21,466 | $ | 22,807 | ||||
| Income tax | $ | 124,294 | $ | 137,077 | ||||
| Deferred income tax | $ | - | $ | 4,060 | ||||
| 15 | Share capital |
| The Company’s authorized share capital consists of 3,006 common shares with a par value of $1.07 per share. As of December 31, 2024 and 2023, all authorized shares were issued, fully subscribed, and outstanding. |
| 16 | Retained earnings |
| Retained earnings represent the cumulative net income (loss) of the Company, including the profit or loss for the current period, reserves, and dividend advance accounts. Changes in retained earnings during the periods presented are primarily attributable to profit or loss for the period and movements in dividend advance accounts. |
| Particulars | As at December 31, 2024 | As at December 31, 2023 | ||||||
| Legal Reserve | $ | 641 | $ | 641 | ||||
| Voluntary Reserves | 441,391 | 105,600 | ||||||
| Leveling Reserve 2021 | 32,509 | 32,509 | ||||||
| Leveling Reserve 2023 | 55,646 | - | ||||||
| Leveling Reserve 2022 | 32,509 | - | ||||||
| Active dividend on account IMR | (63,996 | ) | - | |||||
| Active dividend on MSF account | (63,996 | ) | - | |||||
| Profit / (Loss) for the current period | 449,531 | 430,106 | ||||||
| Total | $ | 884,235 | $ | 568,856 | ||||
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| 17 | Accumulated Other Comprehensive Income / (Deficit) |
| Accumulated other comprehensive loss consists of foreign currency translation adjustments arising from the conversion from functional currency (Euro) to the reporting currency (U.S. Dollar). These adjustments are recorded in other comprehensive income (loss) in accordance with ASC 830 and are included as a separate component of shareholders’ equity. As of December 31, 2024 and 2023, accumulated other comprehensive loss amounted to $(29,439) and $13,576 respectively. |
| 18 | Revenue Recognition |
| Revenues are recognized when control of promised products or services transfers to the customer, in an amount that reflects the consideration expected in exchange, consistent with ASC 606. Performance obligations, transaction price, timing, and measurement of revenue are analyzed. The schedule breaks down revenue by major sources or contract types as applicable. The Net Revenue for the years ended 31 December, 2024 and 2023 are $1,30,34,611 and $1,04,85,269 respectively. | |
| 19 | Cost of Revenue |
| Cost of revenue consists of direct costs associated with the delivery of services during the period, including personnel and other service-related expenses. Such costs are recognized in the period in which the related services are rendered in accordance with U.S. GAAP. The cost of revenue incurred for the years ended 31 December, 2024 and 2023 are $1,12,39,638 and $88,81,572 respectively. | |
| 20 | Operating Expenses |
| Operating expenses consist of selling, general, and administrative expenses. The schedule disaggregates major categories such as salaries, marketing, rent, depreciation, and professional fees. Expense recognition follows the matching principle. During the prior year, the Company recognized certain immaterial losses arising in the course of operations, which were presented within operating results as part of other operating income (expense) in the accompanying income statement. |
| Particulars | As at December 31, 2024 | As at December 31, 2023 | ||||||
| Selling, general & administrative expenses | $ | 1,053,768 | $ | 880,657 | ||||
| Total | $ | 1,053,768 | $ | 880,657 | ||||
| 21 | Other Income |
| Other income consists of income and expenses arising from activities not directly related to the Company’s primary operations and primarily includes other financial income. Such amounts are recognized in the period in which they are earned or incurred in accordance with applicable U.S. GAAP. Other income for the year ended December 31, 2023 amounted to $598, while no other income was recognized for the year ended December 31, 2024. | |
| 22 | Interest expense |
| Interest expense consists of interest incurred on the Company’s borrowings and other financing arrangements. Interest expense primarily includes interest on debts with group and associated companies and debts with third parties. Interest is recognized using the effective interest method over the term of the underlying obligations. The interest expense for the years ended December 31, 2024 and 2023 are $(1,67,380) and $(1,52,395) respectively. | |
| 23 | Net income per share |
| The Company presents basic and diluted earnings per share (“EPS”) data for its common stock which is calculated by dividing the net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the period. |
The following table presents the computation of basic and diluted net income per share:
| Particulars | As at December 31, 2024 | As at December 31, 2023 | ||||||
| A. Net profit | $ | 449,531 | $ | 430,106 | ||||
| B. Weighted average number of shares outstanding | 3,006 | 3,006 | ||||||
| C. Net income per share (A/B) | $ | 149.54 | $ | 143.08 | ||||
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| 24 | Commitments and Contingencies |
| At each reporting date, the Company reviews and discloses any significant outstanding commitments and contingent liabilities. This includes contractual obligations, guarantees, pending litigation or arbitration, regulatory matters, and other exposures that may materially affect the Company’s financial position or performance. The status, potential financial impact, and management’s assessment of each material item are presented in the notes as appropriate. | |
| 25 | Subsequent Events |
| Management considers events occurring between the balance sheet date and the date on which the financial statements are authorized for issue. Any event that has a significant effect on the Company’s financial position, results of operations, or cash flows is disclosed in the notes, including both adjusting and non-adjusting events, in line with US GAAP requirements. | |
| 26 | Recent and Upcoming Accounting Standards |
| The Company evaluates changes in financial reporting requirements and updates its accounting policies for new or amended standards as issued by the Financial Accounting Standards Board (FASB). Recently adopted standards that have a material impact, as well as new pronouncements not yet effective, are described in the notes, summarizing the anticipated impact on future financial statements. | |
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Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The unaudited pro forma condensed combined financial data should be read in conjunction with the historical financial statements and the accompanying notes of Healthcare Triangle, Inc., and the standalone financial statements of Teyame 360 SL and Datono Mediacion SL respectively, filed herewith.
The unaudited pro forma information is not necessarily indicative of the combined company’s actual financial position or actual results of operations had the transaction occurred as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information is not intended to project the future financial position or operating results of the combined company. There were no material transactions between Healthcare Triangle, Inc, Teyame 360 SL and Datono Mediacion SL, during the periods presented in the unaudited pro forma condensed combined financial information that would need to be eliminated.
The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies, fair value impacts upon acquisition, or revenue enhancements that the combined company may achieve and realize as a result of the acquisition; nor does it reflect costs to integrate the operations of Healthcare Triangle, Inc Teyame 360 SL and Datono Mediacion SL, or the costs necessary to achieve cost savings, operating synergies and revenue enhancements.
Healthcare Triangle, Inc and Subsidiaries
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
As At December 31, 2025
(in thousands, except per share data)
| HCTI | Teyame | Datono | HCTI Pro Forma Combined | |||||||||||||
| (Unaudited) | (Audited) | (Audited) | (Unaudited) | |||||||||||||
| Assets | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | $ | 7,625 | $ | 2 | $ | 0 | $ | 7,627 | ||||||||
| Accounts receivable | 2,070 | 4,740 | 773 | 7,583 | ||||||||||||
| Other current assets | 3,456 | 694 | 27 | 4,177 | ||||||||||||
| Total current assets | 13,151 | 5,436 | 800 | 19,387 | ||||||||||||
| Furniture and equipment, net | 5 | 1,494 | - | 1,499 | ||||||||||||
| Goodwill, net | 2,946 | - | - | 2,946 | ||||||||||||
| Intangible assets, net | 2,808 | 2,222 | 750 | 5,780 | ||||||||||||
| Other non-current assets | - | 207 | 207 | |||||||||||||
| Due from affiliates | 3,826 | - | - | 3,826 | ||||||||||||
| Total assets | $ | 22,736 | $ | 9,359 | $ | 1,550 | $ | 33,645 | ||||||||
| Liabilities and stockholders’ equity (deficit) | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Accounts payable | $ | 744 | $ | 2,939 | $ | 741 | $ | 4,424 | ||||||||
| Short term borrowing | 10,737 | 3,444 | 2,201 | 16,382 | ||||||||||||
| Other current liabilities | 1,311 | 798 | 409 | 2,518 | ||||||||||||
| Total current liabilities | 12,792 | 7,181 | 3,351 | 23,324 | ||||||||||||
| Long-term liabilities | ||||||||||||||||
| Long-term liabilities | - | 559 | - | 559 | ||||||||||||
| Contingent consideration | - | - | - | - | ||||||||||||
| Total current and long-term liabilities | 12,792 | 7,740 | 3,351 | 23,883 | ||||||||||||
| Stockholders’ equity | ||||||||||||||||
| Series B Preferred Stock, par value $0.00001; 10,000,000 authorized issued convertible preferred stock 1,600,000 as of December 31, 2025 | 7,435 | - | - | 7,435 | ||||||||||||
| Common stock, par value $0.00001; 100,000,000 authorized 142,426 shares issued and outstanding as of December 31, 2025 | 11 | - | - | 11 | ||||||||||||
| Non-controlling interest | (37 | ) | - | - | (37 | ) | ||||||||||
| Additional paid-in capital | 45,534 | 2,839 | (2,834 | ) | 45,539 | |||||||||||
| Retained earnings | (42,999 | ) | (1,220 | ) | 1,033 | (43,186 | ) | |||||||||
| Total stockholders’ equity (deficit) | 9,944 | 1,619 | (1,801 | ) | 9,762 | |||||||||||
| Total liabilities and stockholders’ equity | $ | 22,736 | $ | 9,359 | $ | 1,550 | $ | 33,645 | ||||||||
Healthcare Triangle, Inc and Subsidiaries
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Year Ended December 31, 2025
(in thousands, except per share data)
HCTI | Teyame | Datono | HCTI Pro Forma Combined | |||||||||||||
| (Unaudited) | (Audited) | (Audited) | (Unaudited) | |||||||||||||
| Net revenue | $ | 13,891 | $ | 17,161 | $ | 13,763 | $ | 44,815 | ||||||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 12,001 | 9,263 | 11,647 | 32,911 | ||||||||||||
| Bad debt expense | 17 | - | - | 17 | ||||||||||||
| Research and development | 536 | - | - | 536 | ||||||||||||
| Sales and marketing | 3,084 | 2,556 | 1,176 | 6,816 | ||||||||||||
| General and administrative | 7,337 | 2,794 | 71 | 10,202 | ||||||||||||
| Depreciation and amortization | 705 | 882 | 170 | 1,757 | ||||||||||||
| Total operating expenses | 11,679 | 6,232 | 1,417 | 19,328 | ||||||||||||
| Gain/(loss) from operations | (9,789 | ) | 1,666 | 699 | (7,424 | ) | ||||||||||
| Other income | 857 | 13 | 28 | 898 | ||||||||||||
| Changes in fair value | 41 | - | - | 41 | ||||||||||||
| Forex gain/(loss) | (18 | ) | - | - | (18 | ) | ||||||||||
| Interest expense | (567 | ) | (214 | ) | (114 | ) | (895 | ) | ||||||||
| Income/(Loss) before income taxes | (9,476 | ) | 1,465 | 613 | (7,398 | ) | ||||||||||
| Income tax expense | - | (362 | ) | (147 | ) | (509 | ) | |||||||||
| Net income / (loss) | (9,476 | ) | 1,103 | 466 | (7,907 | ) | ||||||||||
| Other comprehensive income/(loss) | ||||||||||||||||
| Foreign currency translation gain | 11 | - | - | 11 | ||||||||||||
| Comprehensive loss | $ | (9,465 | ) | $ | 1,103 | $ | 466 | $ | (7,896 | ) | ||||||
| Comprehensive loss attributable to: | ||||||||||||||||
| Stockholders | (9,428 | ) | 1,103 | 466 | (7,859 | ) | ||||||||||
| Non-controlling interest | (37 | ) | - | - | (37 | ) | ||||||||||
| Net loss per common share—basic and diluted | ||||||||||||||||
| Stockholders | (152.3 | ) | - | - | (127 | ) | ||||||||||
| Non-controlling interest | (0.6 | ) | - | - | (0.6 | ) | ||||||||||
| Weighted average shares outstanding used in per common share computations: | ||||||||||||||||
| Basic and diluted | 61,873 | - | - | 61,873 | ||||||||||||