8-K/A

Healthcare Triangle, Inc. (HCTI)

8-K/A 2026-04-07 For: 2026-01-22
View Original
Added on April 09, 2026

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

8-K/A

(AmendmentNo. 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 (January 22, 2026)

HEALTHCARE

TRIANGLE, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-40903 84-3559776
(State<br> or other jurisdiction <br><br> of incorporation) (Commission<br> File Number) (IRS<br> Employer<br><br> Identification No.)

7901Stoneridge Dr., Suite 220 Pleasanton, CA 94588

(Address of principal executive offices)

(925)-270-4812

**(**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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common<br> Stock, par value $0.00001 per share HCTI The<br> Nasdaq Stock Market LLC

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

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K originally filed by Healthcare Triangle, Inc. (the “Company”) with the Securities and Exchange Commission on January 28, 2026 (the “OriginalReport”), relating to the acquisition by Teyame AI Holdings Inc., the Company’s wholly owned subsidiary, of all of the outstanding equity interests of Teyamé 360 S.L. and Datono Mediación S.L. pursuant to that certain Share Purchase Agreement, dated January 22, 2026, by and among Teyame AI Holdings Inc., the Company, Teyame AI LLC, CH 109, S.L., Ivan Montero Rebato and Maria Luisa Sanchez Fernandez, as described in the Original Report. This Amendment is being filed to provide the financial statements of the businesses acquired required by Item 9.01(a) of Form 8-K and the pro forma financial information required by Item 9.01(b) of Form 8-K. Except as expressly set forth herein, this Amendment does not amend, modify or update the disclosures contained in the Original Report, including the disclosures under Item 1.01, Item 2.01, Item 3.02 or Item 7.01 thereof, and this Amendment should be read in conjunction with the Original Report.

Item9.01 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<br> 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-LookingStatements


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:<br> April 7, 2026 By: /s/ David Ayanoglou
David<br> Ayanoglou
Chief<br> Financial Officer

Exhibit 99.2

KPSN & Associates LLP<br><br> <br>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.

LLPidentification Number: AAC-8221

KPSN & Associates LLP<br><br> <br>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.

LLPidentification Number: AAC-8221

2

TEYAME360 S.L.

CondensedBalance Sheets

As at As at
Particulars Notes December<br> 31, 2025 December<br> 31, 2024
ASSETS
Current assets
Cash<br> and cash equivalents 4 $ 1,796 $ 446
Accounts<br> receivable 5 4,739,876 2,545,712
Due<br> from affiliates 6 813,355 91,962
Other<br> current assets 7 213,780 278,116
Total<br> current assets 5,768,807 2,916,236
Property<br> and equipment, net 8 1,493,770 1,850,433
Intangible<br> assets, net 9 2,222,489 995,317
ROU<br> asset 10 39,958 42,830
Investments 11 5,330 4,720
Deferred<br> tax asset 12 435,314 717,784
Other<br> non current assets 13 206,638 182,968
Total<br> assets $ 10,172,306 $ 6,710,288
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
Current<br> liabilities
Short<br> term borrowings 14 3,444,288 $ 2,074,625
Lease<br> liabilties 10 5,186 4,283
Accounts<br> payable 15 2,938,731 685,964
Accrued<br> payroll & benefits 16 526,436 2,245
Taxes<br> payable 12 266,324 466,933
Total<br> current liabilities 7,180,965 3,234,050
Long<br> term debt 17 367,284 2,177,382
Long<br> term lease liabilties 10 45,828 45,170
Other<br> long-term liabilities 18 145,941 187,556
Total<br> liabilities 7,740,018 5,644,158
Stockholders’<br> equity
Common stock, par<br> 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<br> paid-in capital 20 2,721,528 2,721,528
Retained<br> earnings 21 (565,608 ) (1,726,018 )
Accumulated<br> other comprehensive deficit 22 158,720 (47,028 )
Total<br> stockholders’ equity 2,432,288 1,066,130
Total<br> liabilities and stockholders’ equity $ 10,172,306 $ 6,710,288

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

3

TEYAME360 S.L.

CondensedStatement of Operations

Year ended Year ended
Particulars Notes December<br> 31, 2025 December<br> 31, 2024
Net<br> revenue 23 $ 17,161,200 $ 17,920,415
Cost<br> of revenue (exclusive of depreciation and amortization shown separately below) 24 9,263,018 9,938,328
Operating<br> expenses 25
Selling,<br> general & administrative expenses 5,349,905 5,717,366
Other<br> operating income - 11,973
Depreciation<br> and amortization 882,527 652,615
Total<br> operating expenses 6,232,432 6,381,954
Profit<br> from operations 1,665,750 1,600,133
Other<br> Income 26 14,019 5,555
Interest<br> expense 27 (214,481 ) (276,189 )
Profit<br> before income taxes 1,465,288 1,329,499
Income<br> tax 12 (361,670 ) (55,180 )
Net<br> profit / (loss) $ 1,103,618 $ 1,274,319
Net<br> income per common share—basic & diluted 28 $ 10.01 $ 11.55
Weighted average<br> shares outstanding used in per common share computations:
Basic<br> & Diluted 110,302 110,302

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

4

TEYAME360 S.L.

Statementof Cash Flows

Particulars Year<br> ended<br> December 31, 2025 Year<br> ended<br> December 31, 2024
Cash<br> flows from operating activities
Net<br> income / (loss) $ 1,103,618 $ 1,274,319
Net<br> unrealised exchange (gain)/ loss 262,540 (41,406 )
Depreciation<br> and amortization 882,527 652,615
Changes<br> in operating assets and liabilities:
(Increase)<br> / decrease in current assets
Accounts<br> receivable (2,194,163 ) 1,226,402
Due<br> from affiliates (721,392 ) (19,758 )
Other<br> current assets 64,335 38,574
Increase<br> / (decrease) in current liabilities
Lease<br> liabilties (Current) 903 (25,683 )
Accounts<br> payable 2,252,767 (55,948 )
Accrued<br> payroll & benefits 524,191 (3,261 )
Taxes<br> payable (562,278 ) (73,826 )
Net<br> cash provided by / (used in) operating activities 1,613,048 2,972,028
Interest<br> expense 214,481 276,189
Income<br> tax expense 361,670 55,180
Net<br> cash provided by / (used in) operating activities 2,189,199 3,303,397
Cash<br> flows from investing activities
Property<br> and equipment, net (525,864 ) (22,708 )
Intangible<br> assets, net (1,227,172 ) (958,850 )
ROU<br> Asset 2,872 (6,503 )
Investments (611 ) 424
Deferred<br> tax assets 282,470 101,111
Other<br> non current assets (23,670 ) 14,928
Net<br> cash provided by / (used in) investing activities (1,491,975 ) (871,598 )
Cash<br> flows from financing activities
Short<br> term borrowings 1,369,662 (1,796,947 )
Long<br> term debt (2,024,579 ) (528,476 )
Lease<br> liabilties (Non-current) 658 45,170
Other<br> long-term liabilities (41,615 ) (155,339 )
Net<br> cash provided by / (used in) financing activities (695,874 ) (2,435,591 )
Net<br> increase / (decrease) in cash and cash equivalents 1,350 (3,793 )
Cash<br> and cash equivalents
Cash<br> and cash equivalents at the beginning of the period 446 4,239
Cash<br> and cash equivalents at the end of the period $ 1,796 $ 446

The accompanying notes are an integral part of these financial statements

5

TEYAME360 S.L.

Statementof Changes in Stockholders’ Equity

Common<br> Stock Additional<br><br> Paid Retained Accumulated<br><br> Other<br><br> <br>Comprehensive Total<br><br> Stockholders’
Shares Amount in<br> Capital Earnings Income<br> (Loss) Equity/(Deficit)
Balance<br> as at December 31, 2023 110,302 $ 117,648 $ 2,721,528 $ (3,000,893 ) $ (5,066 ) $ (166,783 )
Net<br> profit / (loss) - - - 1,274,319 - 1,274,319
Adjustments - - - 556 (41,962 ) (41,406 )
Balance<br> as at December 31, 2024 110,302 117,648 2,721,528 (1,726,018 ) (47,028 ) 1,066,130
Net<br> profit / (loss) - - - 1,103,618 - 1,103,618
Adjustments - - - 56,792 205,748 262,540
Balance<br> 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

TEYAME360 S.L.

NOTESTO 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.


OurServices:

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<br> at<br> December 31, <br> 2025 As<br> at<br> December 31, <br> 2024
Cash in hand $ (5,186 ) $ 72
Cash at bank 27,193 374
Total $ 22,007 $ 446
5 Accounts Receivable
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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<br> at<br> December 31,<br> 2025 As<br> at<br> December 31,<br> 2024
Accounts receivable (gross) $ 4,739,876 $ 2,545,712
Less:<br> 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.

Transactionswith Related party balances are as follows,

Particulars As<br> at<br><br> December 31, <br><br> 2025 As<br> at<br><br> December 31, <br><br> 2024
Due<br> 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
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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<br> at<br><br> December 31, <br><br> 2025 As<br> at<br><br> December 31, <br><br> 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.

Propertyand equipment consist of the following:

Particulars As<br> at<br><br> December 31, <br><br> 2025 As<br> at<br><br> December 31, <br><br> 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<br> 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.

Intangibleassets consist of the following:

December<br> 31, 2025 December<br> 31, 2024
Weighted<br> average<br> Remaining Useful<br> life (Years) Gross<br> Carrying<br> Amount Accumulated<br><br> Amortization Net<br> Carrying<br> Amount Gross<br><br> Carrying<br> Amount Accumulated<br><br> Amortization Net<br> Carrying<br> Amount
Research<br> and Development Expenses 4 $ 6,072,013 $ 3,865,371 $ 2,206,642 $ 4,519,174 $ 3,553,465 $ 965,709
Computer<br> Applications 3 458,935 4<br> 43,087 1<br> 5,848 406,364 376,756 2<br> 9,608
$ 6,530,948 $ 4,308,458 $ 2,222,490 $ 4,925,538 $ 3,930,221 $ 995,317
Nature<br> of Intangibles Useful<br> 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-termlease obligations:

Particulars As<br> at<br> December 31, <br> 2025 As<br> at<br> December 31, <br> 2024
Lease<br> liabilties $ 5,186 $ 4,283

Longterm lease obligations:

Particulars As<br> at<br><br> December 31, <br><br> 2025 As<br> at<br><br> December 31, <br><br> 2024
ROU asset $ 39,958 $ 42,830
Long<br> 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<br> at<br><br> December 31,<br><br> 2025 As<br> at<br><br> December 31, <br><br> 2024
Exclusive Participation $ 1 $ 1
Mimonkey Shares 100% 3,520 3,117
Capital Contribution<br> 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<br> at<br><br> December 31, <br><br> 2025 As<br> at<br><br> December 31,<br><br> 2024
Deferred<br> tax asset $ 435,314 $ 717,784
Taxes<br> payable $ 266,324 $ 466,933
Income<br> 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<br> at<br><br> December 31,<br><br> 2025 As<br> at<br><br> December 31,<br><br> 2024
Debts with<br> 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<br> at December 31, 2025 As<br> at December 31, 2024
Trade Payables (Suppliers) $ 210,504 $ 221,255
Other Payables (Various<br> 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<br> at<br><br> December 31, <br><br> 2025 As<br> at<br><br> December 31,<br><br> 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<br> at<br><br> December 31,<br><br> 2025 As<br> at<br><br> December 31, <br><br> 2024
DEBT TO/P ATRATO $ - $ 58,332
DEPOSIT RECEIVED EVERIS<br> 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<br> at<br><br> December 31, <br><br> 2025 As<br> at<br><br> December 31, <br><br> 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<br> 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<br> at<br><br> December 31, <br><br> 2025 As<br> at<br><br> December 31, <br><br> 2024
Selling, general<br> & administrative expenses $ 5,349,905 $ 5,717,366
Other operating income - 11,973
Depreciation<br> 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.

Thefollowing table presents the computation of basic and diluted net income per share:

Particulars As<br> at<br><br> December 31,<br><br> 2025 As<br> at<br><br> December 31,<br><br> 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<br> (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<br><br> <br>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.

LLPidentification Number: AAC-8221

15
KPSN & Associates LLP<br><br> <br>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.

LLPidentification Number: AAC-8221

16

TEYAME360 S.L.

CondensedBalance Sheets

As<br> at As<br> at
Particulars Notes December<br> 31, 2024 December<br> 31, 2023
ASSETS
Current<br> assets
Cash<br> and cash equivalents 4 $ 446 $ 4,239
Accounts<br> receivable 5 2,545,712 3,772,116
Due<br> from affiliates 6 91,962 72,204
Other<br> current assets 7 278,116 316,689
Total<br> current assets 2,916,236 4,165,248
Property<br> and equipment, net 8 1,850,433 2,480,339
Intangible<br> assets, net 9 995,317 36,467
ROU<br> asset 10 42,830 36,327
Investments 11 4,720 5,143
Deferred<br> tax asset 12 717,784 818,895
Other<br> non current assets 13 182,968 197,896
Total<br> assets $ 6,710,288 $ 7,740,315
LIABILITIES<br> AND STOCKHOLDERS' EQUITY
Current<br> liabilities
Short<br> term borrowings 14 $ 2,074,625 $ 3,871,572
Lease<br> liabilties 10 4,283 29,966
Accounts<br> payable 15 685,964 741,912
Accrued<br> payroll & benefits 16 2,245 5,505
Taxes<br> payable 12 466,933 485,579
Total<br> current liabilities 3,234,050 5,134,534
Long<br> term debt 17 2,177,382 2,429,669
Long<br> term lease liabilties 10 45,170 -
Other<br> long-term liabilities 18 187,556 342,895
Total<br> liabilities 5,644,158 7,907,098
Stockholders'<br> equity
Common stock, par<br> 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<br> paid-in capital 20 2,721,528 2,721,528
Retained<br> earnings 21 (1,726,018 ) (3,000,893 )
Accumulated<br> other comprehensive deficit 22 (47,028 ) (5,066 )
Total<br> stockholders' equity 1,066,130 (166,783 )
Total<br> liabilities and stockholders' equity $ 6,710,288 $ 7,740,315

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

17

TEYAME360 S.L.

CondensedStatement of Operations

Year<br> ended Year<br> ended
Particulars Notes December 31,<br><br> 2024 December 31,<br><br> 2023
Net<br> revenue 23 $ 17,920,415 $ 17,147,221
Cost<br> of revenue (exclusive of depreciation and amortization shown separately below) 24 9,938,328 10,766,940
Operating<br> expenses 25
Selling,<br> general & administrative expenses 5,717,366 4,930,130
Other<br> operating income 11,973 -
Depreciation<br> and amortization 652,615 1,171,105
Total<br> operating expenses 6,381,954 6,101,235
Profit<br> from operations 1,600,133 279,046
Other<br> Income 26 5,555 14,571
Interest<br> expense 27 (276,189 ) (276,696 )
Profit<br> before income taxes 1,329,499 16,921
Income<br> tax 12 (55,180 ) (55,681 )
Net<br> profit / (loss) $ 1,274,319 $ (38,760 )
Net<br> income per common share—basic & diluted 28 $ 11.55 $ (0.35 )
Weighted average<br> shares outstanding used in per common share computations:
Basic<br> & Diluted 110,302 110,302

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

18

TEYAME360 S.L.

Statementof Cash Flows

Particulars Year<br> ended<br> December 31, <br><br> 2024 Year<br> ended<br> December 31,<br><br> 2023
Cash<br> flows from operating activities
Net<br> income / (loss) $ 1,274,319 $ (38,760 )
Net<br> unrealised exchange (gain)/ loss (41,406 ) (7,759 )
Depreciation<br> and amortization 652,615 1,171,105
Changes<br> in operating assets and liabilities:
(Increase)<br> / decrease in current assets
Accounts<br> receivable 1,226,402 285,015
Due<br> from affiliates (19,758 ) (72,204 )
Other<br> current assets 38,574 (151,261 )
Increase<br> / (decrease) in current liabilities
Lease<br> liabilties (Current) (25,683 ) 26,136
Due<br> to affiliates (Current) - (19,863 )
Accounts<br> payable (55,948 ) (973,579 )
Accrued<br> payroll & benefits (3,261 ) 2,576
Taxes<br> payable (73,826 ) 12,331
Net<br> cash provided by / (used in) operating activities 2,972,028 233,737
Interest<br> expense 276,189 276,696
Income<br> tax expense 55,180 55,681
Net<br> cash provided by / (used in) operating activities 3,303,397 566,114
Cash<br> flows from investing activities
Property<br> and equipment, net (22,708 ) (775,956 )
Intangible<br> assets, net (958,850 ) 101,627
ROU<br> Asset (6,503 ) 32,296
Investments 424 (173 )
Deferred<br> tax assets 101,111 27,286
Other<br> non current assets 14,928 (6,919 )
Net<br> cash provided by / (used in) investing activities (871,598 ) (621,839 )
Cash<br> flows from financing activities
Short<br> term borrowings (1,796,947 ) (543,381 )
Long<br> term debt (528,476 ) 681,241
Lease<br> liabilties (Non-current) 45,170 (28,897 )
Other<br> long-term liabilities (155,339 ) (49,156 )
Net<br> cash provided by / (used in) financing activities (2,435,591 ) 59,807
Net<br> increase / (decrease) in cash and cash equivalents (3,793 ) 4,082
Cash<br> and cash equivalents
Cash<br> and cash equivalents at the beginning of the period 4,239 157
Cash<br> and cash equivalents at the end of the period $ 446 $ 4,239

The accompanying notes are an integral part of these financial statements

19

TEYAME360 S.L.

Statementof Changes in Stockholders' Equity

Common<br> Stock Additional<br><br>Paid in Retained Accumulated<br><br>Other<br><br>Comprehensive Total<br><br>Stockholders'
Shares Amount Capital Earnings Income (Loss) Equity/(Deficit)
Balance<br> as at December 31, 2022 110,302 $ 117,648 $ 2,721,528 $ (2,951,933 ) $ (7,506 ) $ (120,263 )
Net<br> profit / (loss) - - - (38,760 ) - (38,760 )
Adjustments - - - (10,200 ) 2,440 (7,760 )
Balance<br> as at December 31, 2023 110,302 117,648 2,721,528 (3,000,893 ) (5,066 ) (166,783 )
Net<br> profit - - - 1,274,319 - 1,274,319
Adjustments - - - 556 (41,962 ) (41,406 )
Balance<br> 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

TEYAME360 S.L.

NOTESTO THE FINANCIAL STATEMENTS

1 Organization Introduction
Teyame<br> 360 S.L. (“the Company”) is a limited liability company incorporated and domiciled in Madrid, Spain, on October 13, 2010.<br> The Company operates in the fields of advertising, marketing, public relations, and telecommunications, serving a diverse clientele<br> primarily across Spain. Its registered office is located in Madrid, and the Company’s authorized capital stands at €3,006,<br> 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:<br><br> <br><br><br> <br>The<br> Company provides technology-enabled contact center and telemarketing services to support<br> customer acquisition, sales conversion, appointment setting, customer support, and collections<br> activities. The Company operates a 360-degree campaign management model designed to deliver<br> integrated customer engagement services across multiple channels and business lines.<br><br> <br> The Company’s operating model supports high-volume campaigns through geographically<br> distributed teams and structured sales and service workflows. Its service offering includes<br> commercial outreach, product and service promotion, customer relationship management support,<br> survey handling, and related outbound and inbound contact center activities. The Company’s<br> platform is intended to improve operational efficiency, service quality, and campaign performance<br> across client engagements.
2 Basis of Preparation
The<br> accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States<br> of America (“US GAAP”). The Company’s functional currency is the euro (EUR), which reflects the currency of the<br> primary economic environment in which it operates. However, these financial statements are presented in United States dollars (USD).<br> Assets and liabilities denominated in euros have been translated into US dollars at the exchange rate prevailing at the balance sheet<br> date, while revenues and expenses have been translated at average exchange rates for the respective reporting periods. The financial<br> statements include the financial position of Teyame 360 S.L. as at December 31, 2024, and the results of its operations and cash<br> flows for the years then ended. The preparation of financial statements in conformity with US GAAP requires management to make estimates<br> 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:<br><br> <br><br><br> <br>The<br> financial statements are prepared using the accrual basis of accounting, recognizing revenues<br> when earned and expenses when incurred.
3.2 Foreign Currency Translation:<br><br> <br><br><br> <br>The<br> functional currency of Teyame 360 S.L. is the euro (EUR). For reporting purposes, assets<br> and liabilities are translated to US dollars (USD) at exchange rates in effect at the balance<br> sheet date, and income and expense items are translated at average exchange rates for the<br> year.
3.3 Revenue Recognition:<br><br> <br><br><br> <br>Revenue<br> is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the<br> price is fixed or determinable, and collectibility is reasonably assured.
3.4 Cash and Cash Equivalents:<br><br> <br><br><br> <br>Includes<br> deposits with banks and highly liquid investments with original maturities of three months<br> 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<br> accounts is based on historical experience and a review of current receivables. Doubtful amounts are identified and written down<br> as impairments when collection is no longer probable. The following table summarizes the aged receivables and provision for impairment<br> as of year-end.
3.6 Property, Plant, and Equipment:<br><br> <br><br><br> <br>Stated<br> at cost less accumulated depreciation. Depreciation is computed using the straight-line method<br> over estimated useful lives ranging from 3 to 10 years.
--- ---
21
3.7 Intangible Assets:<br><br> <br><br><br> <br>Intangible<br> assets subject to amortization are amortized over their estimated useful lives on a straight-line<br> basis. Impairment is reviewed yearly or when events indicate possible decline in value.
3.8 Leases:<br><br> <br><br><br> <br>Leases<br> are recognized as right-of-use assets and corresponding lease liabilities upon commencement,<br> measured at the present value of future lease payments.
3.9 Income Taxes:<br><br> <br><br><br> <br>Deferred<br> tax assets and liabilities are recognized for future tax consequences attributable to temporary<br> differences between financial statement carrying amounts and tax bases. The Company recognizes<br> tax positions only when it is more likely than not that the position will be sustained on<br> examination.
3.10 Use of Estimates:<br><br> <br><br><br> <br>Management<br> uses estimates and judgments when preparing financial statements that affect the valuation<br> and presentation of assets, liabilities, income, and expenses. Actual results could differ<br> from those estimates.
4 Cash and cash equivalents
Cash<br> and cash equivalents consist of cash on hand and balances with banks. The Company maintains its cash balances with financial institutions.
Particulars As<br> at<br><br> December 31,<br><br> 2024 As<br> at<br><br> December 31,<br><br> 2023
--- --- --- --- ---
Cash in hand $ 72 $ 29
Cash at bank 374 4,209
Total $ 446 $ 4,239
5 Accounts Receivable
--- ---
Accounts<br> receivable are stated net of an allowance for doubtful accounts, which is based on historical collection experience and management’s<br> assessment. The aging schedule classifies receivables by the length of time they have been outstanding. Significant overdue balances<br> are reviewed regularly and provisions made for estimated uncollectible amounts.
Particulars As<br> at<br><br> December 31,<br><br> 2024 As<br> at<br><br> December 31,<br><br> 2023
--- --- --- --- ---
Accounts receivable (gross) $ 2,545,712 $ 3,772,116
Less:<br> Allowance for doubtful accounts - -
Total $ 2,545,712 $ 3,772,116
6 Related Parties
--- ---
Transactions<br> and balances with related parties, including subsidiaries, affiliates, and key management personnel, are disclosed in accordance<br> with US GAAP. The schedule includes receivables, payables, sales, purchases, and other transactions.

Transactionswith Related party balances are as follows,

Particulars As<br> at December 31, 2024 As<br> at December 31, 2023
Due<br> 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<br> Account - 9,525
Total $ 91,962 $ 72,204
22
7 Other Current Assets
Other<br> current assets consist of short-term assets expected to be realized within one year and primarily include receivables and short term<br> credits and investments. These balances are carried at cost and reviewed for recoverability at each reporting date.
Particulars As<br> at<br><br> December 31,<br><br> 2024 As<br> at<br><br> December 31,<br><br> 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,<br> Plant, and Equipment (PPE) are recorded at historical cost less accumulated depreciation and any impairment losses. Depreciation<br> is computed using the straight-line method over the estimated useful lives of the assets, which typically range from 3 to 10 years<br> depending on the asset class. Maintenance and repair costs are expensed as incurred, while major improvements and replacements are<br> capitalized. When assets are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any<br> resulting gain or loss is recognized in the statement of operations.
Property and equipment consist of the following:
Particulars As<br> at<br><br> December 31,<br><br> 2024 As<br> at<br><br> December 31,<br><br> 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<br> assets 2,801 14,360
Total $ 1,850,433 $ 2,480,340
9 Intangible Assets
--- ---
Intangible<br> assets are stated at cost less accumulated amortization and any impairment losses. Amortization is computed on a straight-line basis<br> over the estimated useful lives of the assets, which generally range from 3 to 10 years, depending on the nature of the asset. Intangible<br> 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<br> 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 Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Research and Development Expenses 5 4 5,19,173 $<br> 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 $<br> 3 9,30,221 $ 9,95,317 $ 39,90,961 $ 39,54,493 $ 36,468

All values are in US Dollars.

Nature<br> of Intangibles Useful<br> life
Research and Development Expenses 5 years
Computer Applications 4 years
23
10 Lease Obligations
Leases<br> are recognized as right-of-use assets and corresponding lease liabilities at the commencement date. Lease liabilities are measured<br> as the present value of the lease payments over the lease term, discounted at the appropriate rate. Right-of-use assets are depreciated<br> over the lease term or useful life, whichever is shorter. The schedule presents lease obligations, classified as current and non-current<br> liabilities, with maturity dates and lease terms. The Company assesses leases for impairment and lease modifications in accordance<br> with US GAAP.
Short-term<br> lease obligations:
--- --- --- --- ---
Particulars As<br> at<br><br> December 31,<br><br> 2024 As<br> at<br><br> December 31,<br><br> 2023
Lease liabilties $ 4,283 $ 29,966
Long<br> term lease obligations:
--- --- --- --- ---
Particulars As<br> at<br><br> December 31,<br><br> 2024 As<br> at<br><br> December 31,<br><br> 2023
ROU asset $ 42,830 $ 36,327
Long term lease liabilties $ 45,170 $ -
11 Investments
--- ---
Investments<br> represent equity instruments held by the Company. Such investments are accounted for in accordance with US GAAP. The investments<br> are measured at fair value as of each reporting date. Equity method investments are adjusted for the Company’s share of investees’<br> earnings or losses. The schedule details significant investments, carrying amounts, and income recognition.
Particulars As<br> at<br><br> December 31,<br><br> 2024 As<br> at<br><br> December 31,<br><br> 2023
--- --- --- --- ---
Exclusive Participation $ 1 $ 1
Mimonkey Shares 100% 3,117 3,311
Capital Contribution UTE NTT Date UBT2 51.40% 1,602 -
Capital Contribution<br> to UTE Everis - 1,831
Total $ 4,720 $ 5,143
12 Income Taxes
--- ---
Income<br> tax expense includes current and deferred taxes, calculated based on enacted tax laws. Deferred taxes arise from temporary differences<br> between book and tax bases of assets and liabilities. The schedule includes deferred tax assets and liabilities with explanations<br> of valuation allowances if applicable.
Particulars As<br> at<br><br> December 31,<br><br> 2024 As<br> at<br><br> December 31,<br><br> 2023
--- --- --- --- ---
Deferred<br> tax asset $ 717,784 $ 818,895
Taxes payable $ 466,933 $ 485,579
Income tax $ 55,180 $ 55,681
13 Other Non-Current Assets
--- ---
Other<br> non-current assets consist of long-term assets not classified elsewhere and are expected to be realized beyond one year from the<br> reporting date. These primarily include Security Deposits and Bonds, and are recorded at cost, net of any impairment, if applicable.<br> The balance as at December 31, 2024 and 2023 are $1,82,968 and $1,97,896 respectively.
14 Short-Term borrowings
Short-term<br> borrowings consist of obligations with original maturities of less than one year and are recorded at the principal amount outstanding<br> plus accrued interest. Interest expense incurred on these borrowings is included in interest expense in the accompanying statement<br> of operations.
Particulars As<br> at<br><br> December 31,<br><br> 2024 As<br> at<br><br> December 31,<br><br> 2023
--- --- --- --- ---
Debts with<br> credit institutions $ 2,074,625 $ 3,871,572
24
15 Accounts Payable
Accounts<br> payable represent obligations to vendors and suppliers incurred in the normal course of business. The schedule provides details of<br> payables by vendor type or age classification as applicable. No material related party payables are included in accounts payable.
Particulars As<br> at<br><br> December 31, 2024 As<br> at December 31, 2023
--- --- --- --- ---
Trade Payables<br> (Suppliers) $ 221,255 $ 370,247
Other<br> Payables (Various Creditors) 464,709 371,665
Total $ 685,964 $ 741,912
16 Accrued Payroll & Benefits
--- ---
Accrued<br> payroll and benefits represent salaries, wages, bonuses, and related employee benefits earned by employees but not yet paid as of<br> the reporting date. These amounts are recognized in the month in which the related services are rendered and are generally settled<br> in the subsequent month.The balance is largely attributable to compensation accrued in the last month of the reporting period and<br> is generally settled in the subsequent month. Personnel pending payments (remuneration pending payment) as at December 31, 2024 and<br> 2023 are $2,245 and $5,505 respectively.
17 Long-Term Debt
Long-term<br> debt consists primarily of bank loans and other financing arrangements, which are initially recorded at the proceeds received, net<br> of transaction costs. Subsequently, these liabilities are measured at amortized cost using the effective interest method. Interest<br> expense is recognized over the term of the debt based on the effective interest rate.<br><br> <br><br> The terms and conditions of the long-term borrowings, including maturity dates, interest rates, collateral, and any covenants, are<br> disclosed for each significant debt instrument.
Particulars As<br> at<br><br> December 31,<br><br> 2024 As<br> at<br><br> December 31,<br><br> 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<br> long-term liabilities consist of obligations that are not due within one year and are not classified elsewhere. These primarily include<br> debt payable and deposits received, which are expected to be settled beyond one year from the reporting date. These balances are<br> recognized at the amount expected to be settled.
Particulars As<br> at<br><br> December 31,<br><br> 2024 As<br> at<br><br> December 31,<br><br> 2023
--- --- --- --- ---
DEBT TO/P ATRATO $ 58,332 $ 205,599
DEPOSIT RECEIVED EVERIS<br> L/P 129,224 137,296
Total $ 187,556 $ 342,895
19 Share capital
--- ---
The<br> Company’s authorized share capital consists of 110,302 common shares with a par value of $1.07 per share. As of December 31,<br> 2024 and 2023, all authorized shares were issued, fully subscribed, and outstanding.
20 Additional paid-in capital
Additional<br> paid-in capital represents the excess of consideration received over the nominal value of shares issued by the Company. As of December<br> 31, 2024 and 2023, additional paid-in capital amounts to $27,21,528.
25
21 Retained earnings
Retained<br> earnings represent the cumulative net income (loss) of the Company, including the profit or loss for the current period, reserves,<br> and other accumulated earnings or results from prior periods. Changes in retained earnings during the periods presented are primarily<br> attributable to profit or loss for the period and movements in reserves.
Particulars As<br> at<br><br> December 31,<br><br> 2024 As<br> at<br><br> December 31,<br><br> 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<br> the current period 1,274,319 (38,760 )
Total $ (1,726,018 ) $ (3,000,891 )
22 Accumulated other comprehensive deficit
--- ---
Accumulated<br> other comprehensive loss consists of foreign currency translation adjustments arising from the conversion from functional currency<br> (Euro) to the reporting currency (U.S. Dollar). These adjustments are recorded in other comprehensive income (loss) in accordance<br> with ASC 830 and are included as a separate component of shareholders’ equity. As of December 31, 2024 and 2023, accumulated<br> other comprehensive loss amounts to $(47,028) and $(5,066) respectively.
23 Revenue Recognition
Revenues<br> are recognized when control of promised products or services transfers to the customer, in an amount that reflects the consideration<br> expected in exchange, consistent with ASC 606. Performance obligations, transaction price, timing, and measurement of revenue are<br> analyzed. The schedule breaks down revenue by major sources or contract types as applicable. The Net Revenue for the years ended<br> December 31, 2024 and 2023 are $1,79,20,415 and $1,71,47,221 respectively.
24 Cost of Revenue
Cost<br> of revenue consists of direct costs associated with the delivery of services during the period, including personnel and other service-related<br> expenses. Such costs are recognized in the period in which the related services are rendered in accordance with U.S. GAAP. The cost<br> 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<br> expenses consist of selling, general, and administrative expenses. The schedule disaggregates major categories such as salaries,<br> marketing, rent, depreciation, and professional fees. Expense recognition follows the matching principle. During the prior year,<br> the Company recognized certain immaterial losses arising in the course of operations, which were presented within operating results<br> as part of other operating income (expense) in the accompanying income statement.
Particulars As<br> at<br><br> December 31,<br><br> 2024 As<br> at<br><br> December 31,<br><br> 2023
--- --- --- --- ---
Selling, general & administrative<br> 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<br> income consists of income and expenses arising from activities not directly related to the Company’s primary operations. Such<br> amounts primarily include gains and losses on shares and investments, benefits from bonds, and other miscellaneous income. These<br> items are recognized in the period in which they are earned or incurred in accordance with applicable U.S. GAAP. The other income<br> for the years ended December 31, 2024 and 2023 are $5,555 and $14,571 respectively.
26
27 Interest expense
Interest<br> expense consists of interest incurred on the Company’s borrowings and other financing arrangements. Interest expense primarily<br> includes interest on debts with group and associated companies and debts with third parties. Interest is recognized using the effective<br> interest method over the term of the underlying obligations. The interest expense for the years ended December 31, 2024 and 2023<br> are $(2,76,189) and $(2,76,696) respectively.
28 Net income per share
The<br> Company presents basic and diluted earnings per share (“EPS”) data for its common stock which is calculated by dividing<br> the net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during<br> the period.
The following table presents the computation of basic and diluted net income per share:
Particulars As<br> at<br><br> December 31,<br><br> 2024 As<br> at<br><br> December 31,<br><br> 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<br> (A/B) $ 11.55 $ -0.35
29 Use of Estimates & Judgments
--- ---
The<br> preparation of financial statements requires management to make estimates and assumptions affecting reported amounts. Areas subject<br> to significant estimates include allowance for doubtful accounts, impairment assessments, useful lives of assets, and income tax<br> provisions. Actual results may differ.
30 Commitments & Contingencies
Commitments<br> include contractual obligations such as leases, purchase agreements, and loan guarantees. Contingent liabilities arise from legal<br> claims and assessments. The notes detail material commitments and contingencies along with management’s assessment of potential<br> exposures.
31 Subsequent Events
Events<br> occurring between the balance sheet date and the issuance of financial statements that significantly impact the Company’s financial<br> position or results are disclosed. The Company evaluates this period and discloses adjusting and non-adjusting events.
32 Recent Accounting Standards Adopted/Issued
Changes<br> in accounting policies due to new or amended US GAAP standards adopted during the period are disclosed, including impacts on financial<br> results. New pronouncements issued but not yet effective are summarized with potential future effects.
27

Exhibit 99.3

KPSN & Associates LLP<br><br>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<br><br>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<br> December 31, <br> 2025 As at<br> December 31, <br> 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, <br><br>2025 December 31,<br><br> 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<br> December 31, <br><br>2025 Year ended<br> December 31,<br><br> 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<br><br>Comprehensive Total<br>Stockholders
Shares Amount Earnings Income (Loss) Equity/(Deficit)
Balance as at December 31, 2023 3,006 $ 3,206 $ 568,856 $ 13,576
Net profit - - 449,531 -
Dividends - - (127,992 ) - )
Adjustments - - (6,160 ) (43,015 ) )
Balance as at December 31, 2024 3,006 3,206 884,235 (29,439 )
Net profit - - 465,436 -
Dividends - - - -
Adjustments - - (384,392 ) 97,341 )
Balance as at December 31, 2025 3,006 $ 3,206 $ 965,279 $ 67,902

All values are in US Dollars.

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<br><br> December 31, <br><br>2025 As at<br><br> December 31, <br><br>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<br><br> December 31, <br><br>2025 As at<br><br> December 31,<br><br> 2024
Accounts receivable (gross) $ 772,732 $ 734,230
Less: Allowance for doubtful<br> 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<br><br> December 31,<br><br> 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<br><br> December 31, <br><br>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<br><br> December 31, <br><br>2025 As at<br><br> December 31,<br><br> 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<br><br> December 31, <br><br>2025 As at<br><br> December 31, <br><br>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<br> 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<br><br> December 31, <br><br>2025 As at<br><br> December 31,<br><br> 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<br><br> December 31,<br><br> 2025 As at<br><br> December 31, <br><br>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<br><br> December 31,<br><br> 2025 As at<br><br> December 31,<br><br> 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<br><br> December 31,<br><br> 2025 As at<br><br> December 31,<br><br> 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<br><br> December 31,<br><br> 2025 As at<br><br> December 31,<br><br> 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<br><br> December 31,<br><br> 2025 As at<br><br> December 31,<br><br> 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<br><br> December 31,<br><br> 2025 As at<br><br> December 31,<br><br> 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 computationof basic and diluted net income per share:

Particulars As at<br><br> December 31, <br><br>2025 As at<br><br> December 31,<br><br> 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
14
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.

LLPidentification 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.

LLPidentification Number: AAC-8221

17

DATONOMEDIACION, SL

Condensed Balance Sheets


As at As at
Particulars December 31, <br><br>2024 December 31, <br><br>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

All values are in US Dollars.

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, <br><br>2024 December 31,<br><br> 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<br> December 31,<br><br> 2024 Year ended<br> December 31, <br><br>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<br><br>Comprehensive Total Stockholders’
Shares Amount Earnings Income (Loss) Equity/(Deficit)
Balance as at December 31, 2022 3,006 $ 3,206 $ 244,017 $ 1,394
Net profit - - 430,106 -
Dividends - - (106,660 ) - )
Adjustments - - 1,393 12,182
Balance as at December 31, 2023 3,006 3,206 568,856 13,576
Net profit - - 449,531 -
Dividends - - (127,992 ) - )
Adjustments - - (6,160 ) (43,015 ) )
Balance as at December 31, 2024 3,006 $ 3,206 $ 884,235 $ (29,439 )

All values are in US Dollars.

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.


22
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<br><br> December 31,<br><br> 2024 As at<br><br> December 31, <br><br>2023
--- --- --- --- ---
Cash in hand $ 73 $ -
Cash at bank 90 656
Total $ 163 $ 656
23
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<br><br> December 31,<br><br> 2024 As at<br><br> December 31,<br><br> 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<br><br> December 31,<br><br> 2024 As at<br><br> December 31,<br><br> 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<br><br> December 31,<br><br> 2024 As at<br><br> December 31,<br><br> 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<br><br> December 31,<br><br> 2024 As at<br><br> December 31,<br><br> 2023
--- --- --- --- ---
Investment in TEYAME 360 S.L. $ 2,676,838 $ 2,844,060
24
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.<br><br> <br><br><br> <br>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<br><br> December 31,<br><br> 2024 As at<br><br> December 31,<br><br> 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<br><br> December 31,<br><br> 2024 As at<br><br> December 31,<br><br> 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<br><br> December 31,<br><br> 2024 As at<br><br> December 31,<br><br> 2023
--- --- --- --- ---
Other debts with Public Administrations $ 298,115 $ 425,347
Dividend payable - 110,380
Current tax liabilities 97,294 -
Total $ 395,410 $ 535,727
25
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.<br><br> <br><br><br> <br>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<br><br> December 31,<br><br> 2024 As at<br><br> December 31,<br><br> 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<br><br> December 31,<br><br> 2024 As at<br><br> December 31,<br><br> 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<br><br> December 31,<br><br> 2024 As at<br><br> December 31,<br><br> 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
26
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<br><br> December 31,<br><br> 2024 As at<br><br> December 31,<br><br> 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 dilutednet income per share:

Particulars As at<br><br> December 31,<br><br> 2024 As at<br><br> December 31,<br><br> 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
27
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.
28

Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALINFORMATION

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 BALANCESHEETS


As At December 31, 2025


(in thousands, except per share data)

Teyame Datono HCTI<br> <br>Pro Forma Combined
(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<br> 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<br> 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<br> 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

All values are in US Dollars.

Healthcare Triangle, Inc and Subsidiaries

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTOF OPERATIONS


Year Ended December 31, 2025


(in thousands, except per share data)


HCTI Teyame Datono HCTI<br> <br>Pro Forma Combined
(Unaudited) (Audited) (Audited) (Unaudited)
Net<br> revenue $ 13,891 $ 17,161 $ 13,763 $ 44,815
Cost<br> of revenue (exclusive of depreciation and amortization shown separately below) 12,001 9,263 11,647 32,911
Bad<br> debt expense 17 - - 17
Research<br> and development 536 - - 536
Sales<br> and marketing 3,084 2,556 1,176 6,816
General<br> and administrative 7,337 2,794 71 10,202
Depreciation<br> and amortization 705 882 170 1,757
Total operating<br> expenses 11,679 6,232 1,417 19,328
Gain/(loss)<br> from operations (9,789 ) 1,666 699 (7,424 )
Other<br> income 857 13 28 898
Changes<br> in fair value 41 - - 41
Forex<br> gain/(loss) (18 ) - - (18 )
Interest<br> expense (567 ) (214 ) (114 ) (895 )
Income/(Loss)<br> before income taxes (9,476 ) 1,465 613 (7,398 )
Income<br> tax expense - (362 ) (147 ) (509 )
Net<br> income / (loss) (9,476 ) 1,103 466 (7,907 )
Other<br> comprehensive income/(loss)
Foreign<br> currency translation gain 11 - - 11
Comprehensive<br> loss $ (9,465 ) $ 1,103 $ 466 $ (7,896 )
Comprehensive<br> loss attributable to:
Stockholders (9,428 ) 1,103 466 (7,859 )
Non-controlling<br> interest (37 ) - - (37 )
Net<br> loss per common share—basic and diluted
Stockholders (152.3 ) - - (127 )
Non-controlling<br> interest (0.6 ) - - (0.6 )
Weighted<br> average shares outstanding used in per common share computations:
Basic<br> and diluted 61,873 - - 61,873