Healthcare Triangle (NASDAQ: HCTI) details 2025 results for Spanish acquisitions

Q: How did Teyamé 360 S.L. perform financially in 2025 before joining HCTI?

Teyamé 360 S.L. generated $17,161,200 in net revenue and net profit of $1,103,618 in 2025. Total assets were $10,172,306 and total liabilities $7,740,018 , indicating a profitable, leveraged contact‑center and marketing services operation.

Q: What 2025 results does Datono Mediacion, S.L. report in HCTI’s filing?

Datono Mediacion, S.L. reported 2025 net revenue of $13,762,870 and net profit of $465,436 . Total assets were $4,572,631 and total liabilities $3,536,244 , reflecting a profitable insurance‑focused mediation and call‑center services business.

Q: What is the scale of Teyamé 360 S.L.’s balance sheet in the amendment?

As of December 31, 2025 , Teyamé 360 S.L. shows total assets of $10,172,306 and total liabilities of $7,740,018 , with stockholders’ equity of $2,432,288 . These figures outline the subsidiary’s size entering Healthcare Triangle’s group.

Q: How profitable was Teyamé 360 S.L. in 2024 compared with 2025?

Teyamé 360 S.L. earned net profit of $1,274,319 on net revenue of $17,920,415 in 2024, versus profit of $1,103,618 on $17,161,200 revenue in 2025. Profitability remained solid, with modest year‑over‑year revenue and earnings declines.

Q: What equity position does Datono Mediacion, S.L. report in 2025?

Datono Mediacion, S.L. reports stockholders’ equity of $1,036,387 at December 31, 2025 , including retained earnings of $965,279 and accumulated other comprehensive income of $67,902 . This indicates accumulated profitability and positive translation adjustments.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Healthcare Triangle, Inc. files an amended report to supply full financial details for its newly acquired Spanish subsidiaries Teyamé 360 S.L. and Datono Mediación S.L. The amendment includes audited 2024–2025 statements and unaudited pro forma combined figures, showing both businesses were profitable with multi‑million‑dollar annual revenue before acquisition.

8-K Event Classification

5 items: 1.01, 2.01, 3.02, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Teyamé 360 2025 net revenue: $17,161,200 Teyamé 360 2025 net profit: $1,103,618 Teyamé 360 total assets: $10,172,306 +5 more

8 metrics

Teyamé 360 2025 net revenue $17,161,200 Year ended December 31, 2025

Teyamé 360 2025 net profit $1,103,618 Year ended December 31, 2025

Teyamé 360 total assets $10,172,306 As of December 31, 2025

Teyamé 360 total liabilities $7,740,018 As of December 31, 2025

Datono Mediacion 2025 net revenue $13,762,870 Year ended December 31, 2025

Datono Mediacion 2025 net profit $465,436 Year ended December 31, 2025

Datono Mediacion total assets $4,572,631 As of December 31, 2025

Datono Mediacion total liabilities $3,536,244 As of December 31, 2025

Key Terms

unaudited pro forma condensed combined financial information, right-of-use assets, deferred tax asset, accumulated other comprehensive income, +2 more

6 terms

unaudited pro forma condensed combined financial information financial

"The unaudited pro forma condensed combined financial information of the Company, giving effect to the acquisition..."

Unaudited pro forma condensed combined financial information is a preliminary set of shortened financial statements that shows how two or more businesses would have performed if they had been operating together, presented without an independent audit. Investors use it as a dress-rehearsal snapshot to gauge the potential size, profitability and cash flow impact of a merger or acquisition, but should treat it as an estimate rather than a final, verified record.

right-of-use assets financial

"Leases are recognized as right-of-use assets and corresponding lease liabilities upon commencement..."

Right-of-use assets are the rights a company gains to use a physical space or equipment under a lease agreement. They are recorded as assets on the company's balance sheet, reflecting the value of future benefits from the leased item. For investors, these assets provide a clearer picture of a company's obligations and resources related to leasing arrangements, helping to assess its financial health and operational commitments.

deferred tax asset financial

"Deferred tax asset $435,314 as at December 31, 2025, and $717,784 as at December 31, 2024."

A deferred tax asset is an accounting recognition that a company expects to pay less tax in the future because of past losses or timing differences between accounting and tax rules; think of it as an IOU from the tax system that can reduce future tax bills. It matters to investors because it can boost future cash flow and reported profits if the company generates enough taxable income to use it, but its value depends on realistic prospects for future earnings.

accumulated other comprehensive income financial

"Accumulated Other Comprehensive Income / (Deficit) $67,902 as of December 31, 2025."

Accumulated other comprehensive income is a running total on a company’s balance sheet that records certain gains and losses not included in reported profit, such as unrealized gains or losses on some investments, currency translation differences, and pension plan adjustments. Think of it like items in a shopping cart you haven’t paid for yet: it doesn’t affect current profit but changes the company’s overall equity and signals potential future swings in value that investors should watch.

critical audit matters financial

"The critical audit matters are matters arising from the current period audit of the financial statements..."

ASC 606 financial

"Revenues are recognized when control... transfers to the customer, consistent with ASC 606."

A U.S. accounting standard that sets consistent rules for when and how companies record revenue from contracts with customers, focusing on the transfer of promised goods or services. It matters to investors because it affects the timing and amount of reported sales and profit—like deciding whether a contractor can count payment when a job starts, progresses, or finishes—so it improves comparability and helps assess a company's true economic performance.

Understanding 8-K Material Events →

04/07/2026 - 05:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 7, 2026 (January 22, 2026)

HEALTHCARE TRIANGLE, INC.

(Exact name of registrant as specified in its charter)

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

7901 Stoneridge 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		HCTI		The 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 “Original Report”), 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.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The audited financial statements of Teyamé 360 S.L. as of and for the fiscal years ended December 31, 2025 and 2024, including the related notes thereto and the report of the independent registered public accounting firm thereon, are filed as Exhibit 99.2 to this Amendment and are incorporated herein by reference.

The audited financial statements of Datono Mediación S.L. as of and for the fiscal years ended December 31, 2025 and 2024, including the related notes thereto and the report of the independent registered public accounting firm thereon, are filed as Exhibit 99.3 to this Amendment and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of the Company, giving effect to the acquisition of Teyamé 360 S.L. and Datono Mediación S.L. described in the Original Report, is filed as Exhibit 99.4 to this Amendment and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.		Description
99.2		Audited financial statements of Teyamé 360 S.L. as of and for the fiscal years ended December 31, 2025 and 2024.
99.3		Audited financial statements of Datono Mediación S.L. as of and for the fiscal years ended December 31, 2025 and 2024.
99.4		Unaudited pro forma condensed combined financial information of Healthcare Triangle, Inc., Teyamé 360 S.L. and Datono Mediación S.L.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

Forward-Looking Statements

Certain statements made in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations of these words or similar expressions (or the negative versions of such words or expressions), as they relate to the Company or its management team, are intended to identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed on March 31, 2025, and other reports and registration statements of the Company filed, or to be filed, with the Securities and Exchange Commission, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. The Company undertakes no obligation to update or revise any forward-looking statements for revisions or changes after the date of this Current Report on Form 8-K, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Healthcare Triangle, Inc.

Dated: April 7, 2026	By:	/s/ David Ayanoglou
		David Ayanoglou
		Chief Financial Officer

Exhibit 99.2

KPSN & Associates LLP

Chartered Accountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Teyame AI LLC.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Teyame 360, S.L., a company incorporated in Spain (the Company) as of December 31, 2025, and the related statement of operations, changes in stockholders’ equity, and cash flow for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Reg. Office: No.128, Crown Court, 1st Floor, Cathedral Road, Chennai – 600 086.

LLP identification Number: AAC-8221

KPSN & Associates LLP

Chartered Accountants

Critical Audit Matters

The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

We determined that there are no critical audit matters.

/s/ KPSN & Associates LLP

We have served as the Company’s auditor since 2025.

Chennai, India.

March 31, 2026

Reg. Office: No.128, Crown Court, 1st Floor, Cathedral Road, Chennai – 600 086.

LLP identification Number: AAC-8221

TEYAME 360 S.L.

Condensed Balance Sheets

		As at			As at
Particulars	Notes	December 31, 2025			December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	4	$	1,796		$	446
Accounts receivable	5		4,739,876			2,545,712
Due from affiliates	6		813,355			91,962
Other current assets	7		213,780			278,116
Total current assets			5,768,807			2,916,236

Property and equipment, net	8		1,493,770			1,850,433
Intangible assets, net	9		2,222,489			995,317
ROU asset	10		39,958			42,830
Investments	11		5,330			4,720
Deferred tax asset	12		435,314			717,784
Other non current assets	13		206,638			182,968

Total assets		$	10,172,306		$	6,710,288

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Short term borrowings	14		3,444,288		$	2,074,625
Lease liabilties	10		5,186			4,283
Accounts payable	15		2,938,731			685,964
Accrued payroll & benefits	16		526,436			2,245
Taxes payable	12		266,324			466,933
Total current liabilities			7,180,965			3,234,050

Long term debt	17		367,284			2,177,382
Long term lease liabilties	10		45,828			45,170
Other long-term liabilities	18		145,941			187,556

Total liabilities			7,740,018			5,644,158

Stockholders’ equity
Common stock, par value $1.07; 110,302 shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively.	19		117,648			117,648
Additional paid-in capital	20		2,721,528			2,721,528
Retained earnings	21		(565,608	)		(1,726,018	)
Accumulated other comprehensive deficit	22		158,720			(47,028	)
Total stockholders’ equity			2,432,288			1,066,130

Total liabilities and stockholders’ equity		$	10,172,306		$	6,710,288

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

TEYAME 360 S.L.

Condensed Statement of Operations

		Year ended			Year ended
Particulars	Notes	December 31, 2025			December 31, 2024

Net revenue	23	$	17,161,200		$	17,920,415

Cost of revenue (exclusive of depreciation and amortization shown separately below)	24		9,263,018			9,938,328

Operating expenses	25
Selling, general & administrative expenses			5,349,905			5,717,366
Other operating income			-			11,973
Depreciation and amortization			882,527			652,615
Total operating expenses			6,232,432			6,381,954

Profit from operations			1,665,750			1,600,133

Other Income	26		14,019			5,555
Interest expense	27		(214,481	)		(276,189	)
Profit before income taxes			1,465,288			1,329,499

Income tax	12		(361,670	)		(55,180	)

Net profit / (loss)		$	1,103,618		$	1,274,319

Net income per common share—basic & diluted	28	$	10.01		$	11.55

Weighted average shares outstanding used in per common share computations:
Basic & Diluted			110,302			110,302

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

TEYAME 360 S.L.

Statement of Cash Flows

Particulars	Year ended December 31, 2025			Year ended December 31, 2024
Cash flows from operating activities
Net income / (loss)	$	1,103,618		$	1,274,319
Net unrealised exchange (gain)/ loss		262,540			(41,406	)
Depreciation and amortization		882,527			652,615
Changes in operating assets and liabilities:
(Increase) / decrease in current assets
Accounts receivable		(2,194,163	)		1,226,402
Due from affiliates		(721,392	)		(19,758	)
Other current assets		64,335			38,574
Increase / (decrease) in current liabilities
Lease liabilties (Current)		903			(25,683	)
Accounts payable		2,252,767			(55,948	)
Accrued payroll & benefits		524,191			(3,261	)
Taxes payable		(562,278	)		(73,826	)
Net cash provided by / (used in) operating activities		1,613,048			2,972,028

Interest expense		214,481			276,189
Income tax expense		361,670			55,180
Net cash provided by / (used in) operating activities		2,189,199			3,303,397

Cash flows from investing activities
Property and equipment, net		(525,864	)		(22,708	)
Intangible assets, net		(1,227,172	)		(958,850	)
ROU Asset		2,872			(6,503	)
Investments		(611	)		424
Deferred tax assets		282,470			101,111
Other non current assets		(23,670	)		14,928
Net cash provided by / (used in) investing activities		(1,491,975	)		(871,598	)

Cash flows from financing activities
Short term borrowings		1,369,662			(1,796,947	)
Long term debt		(2,024,579	)		(528,476	)
Lease liabilties (Non-current)		658			45,170
Other long-term liabilities		(41,615	)		(155,339	)
Net cash provided by / (used in) financing activities		(695,874	)		(2,435,591	)

Net increase / (decrease) in cash and cash equivalents		1,350			(3,793	)

Cash and cash equivalents
Cash and cash equivalents at the beginning of the period		446			4,239
Cash and cash equivalents at the end of the period	$	1,796		$	446

The accompanying notes are an integral part of these financial statements

TEYAME 360 S.L.

Statement of Changes in Stockholders’ Equity

	Common Stock				Additional Paid		Retained			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount		in Capital		Earnings			Income (Loss)			Equity/(Deficit)
Balance as at December 31, 2023		110,302	$	117,648	$	2,721,528	$	(3,000,893	)	$	(5,066	)	$	(166,783	)
Net profit / (loss)		-		-		-		1,274,319			-			1,274,319
Adjustments		-		-		-		556			(41,962	)		(41,406	)
Balance as at December 31, 2024		110,302		117,648		2,721,528		(1,726,018	)		(47,028	)		1,066,130
Net profit / (loss)		-		-		-		1,103,618			-			1,103,618
Adjustments		-		-		-		56,792			205,748			262,540
Balance as at December 31, 2025		110,302	$	117,648	$	2,721,528	$	(565,608	)	$	158,720		$	2,432,288

The accompanying notes are an integral part of these financial statements

TEYAME 360 S.L.

NOTES TO THE FINANCIAL STATEMENTS

1	Organization Introduction

Teyame 360 S.L. (“the Company”) is a limited liability company incorporated and domiciled in Madrid, Spain, on October 13, 2010. The Company operates in the fields of advertising, marketing, public relations, and telecommunications, serving a diverse clientele primarily across Spain. Its registered office is located in Madrid, and the Company’s authorized capital stands at €3,006, divided into 3,006 shares of €1 each. The Company is managed by a sole administrator as designated under its articles of association.

Our Services:

The Company provides technology-enabled contact center and telemarketing services to support customer acquisition, sales conversion, appointment setting, customer support, and collections activities. The Company operates a 360-degree campaign management model designed to deliver integrated customer engagement services across multiple channels and business lines.

The Company’s operating model supports high-volume campaigns through geographically distributed teams and structured sales and service workflows. Its service offering includes commercial outreach, product and service promotion, customer relationship management support, survey handling, and related outbound and inbound contact center activities. The Company’s platform is intended to improve operational efficiency, service quality, and campaign performance across client engagements.

2	Basis of Preparation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s functional currency is the euro (EUR), which reflects the currency of the primary economic environment in which it operates. However, these financial statements are presented in United States dollars (USD). Assets and liabilities denominated in euros have been translated into US dollars at the exchange rate prevailing at the balance sheet date, while revenues and expenses have been translated at average exchange rates for the respective reporting periods. The financial statements include the financial position of Teyame 360 S.L. as at December 31, 2025, and the results of its operations and cash flows for the years then ended. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results may differ from those estimates.

Summary of Significant Accounting Policies

3.1

Basis of Accounting:

The financial statements are prepared using the accrual basis of accounting, recognizing revenues when earned and expenses when incurred.

3.2

Foreign Currency Translation:

The functional currency of Teyame 360 S.L. is the euro (EUR). For reporting purposes, assets and liabilities are translated to US dollars (USD) at exchange rates in effect at the balance sheet date, and income and expense items are translated at average exchange rates for the year.

3.3

Revenue Recognition:

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectibility is reasonably assured.

3.4

Cash and Cash Equivalents:

Includes deposits with banks and highly liquid investments with original maturities of three months or less at acquisition.

3.5

Accounts Receivable:

Accounts receivable are carried at original invoice amount less an allowance for doubtful accounts. The allowance for doubtful accounts is based on historical experience and a review of current receivables. Doubtful amounts are identified and written down as impairments when collection is no longer probable. The following table summarizes the aged receivables and provision for impairment as of year-end.

3.6

Property, Plant, and Equipment:

Stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives ranging from 3 to 10 years.

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.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and balances with banks. The Company maintains its cash balances with financial institutions.

Particulars	As at December 31, 2025			As at December 31, 2024
Cash in hand	$	(5,186	)	$	72
Cash at bank		27,193			374
Total	$	22,007		$	446

Accounts Receivable

Accounts receivable are stated net of an allowance for doubtful accounts, which is based on historical collection experience and management’s assessment. The aging schedule classifies receivables by the length of time they have been outstanding. Significant overdue balances are reviewed regularly and provisions made for estimated uncollectible amounts.

Particulars	As at December 31, 2025		As at December 31, 2024
Accounts receivable (gross)	$	4,739,876	$	2,545,712
Less: Allowance for doubtful accounts		-		-
Total	$	4,739,876	$	2,545,712

Related Parties

Transactions and balances with related parties, including subsidiaries, affiliates, and key management personnel, are disclosed in accordance with US GAAP. The schedule includes receivables, payables, sales, purchases, and other transactions.

Transactions with Related party balances are as follows,

Particulars	As at December 31, 2025			As at December 31, 2024
Due from affiliates:
Long-term credit with Datono	$	787,906		$	72,338
Teyame Portugal Current Account		(1,290,545	)		19,010
Mimonkey Current Account		(63,444	)		614
Total	$	-566,082		$	91,962

Other Current Assets

Other current assets consist of short-term assets expected to be realized within one year and primarily include receivables and short term credits and investments. These balances are carried at cost and reviewed for recoverability at each reporting date.

Particulars	As at December 31, 2025			As at December 31, 2024
Staff-related receivables	$	141,338		$	74,253
Credits with Public Administrations		4,036			1,427
Short-term financial investments		8,100			46,751
Prepaid Expenses		(81,941	)		155,685
Total	$	71,533		$	278,116

Property, Plant & Equipment

Property, Plant, and Equipment (PPE) are recorded at historical cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which typically range from 3 to 10 years depending on the asset class. Maintenance and repair costs are expensed as incurred, while major improvements and replacements are capitalized. When assets are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the statement of operations.

Property and equipment consist of the following:

Particulars	As at December 31, 2025		As at December 31, 2024
Technical installations	$	1,263,340	$	1,591,249
Tools		1		373
Other installations		-		10,656
Furniture		89,852		95,181
Computer equipment		139,769		150,173
Other tangible fixed assets		807		2,801
Total	$	1,493,770	$	1,850,433

Intangible Assets

Intangible assets are stated at cost less accumulated amortization and any impairment losses. Amortization is computed on a straight-line basis over the estimated useful lives of the assets, which generally range from 3 to 10 years, depending on the nature of the asset. Intangible assets with indefinite lives are not amortized but tested annually for impairment.

Expenditures that extend or enhance the life of intangible assets are capitalized, while costs related to ongoing maintenance are expensed as incurred. The major classes of intangible assets include computer software, development costs, licenses, and trademarks.

Intangible assets consist of the following:

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

Nature of Intangibles		Useful life
Research and Development Expenses		5 years
Computer Applications		4 years

Lease Obligations

Leases are recognized as right-of-use assets and corresponding lease liabilities at the commencement date. Lease liabilities are measured as the present value of the lease payments over the lease term, discounted at the appropriate rate. Right-of-use assets are depreciated over the lease term or useful life, whichever is shorter. The schedule presents lease obligations, classified as current and non-current liabilities, with maturity dates and lease terms. The Company assesses leases for impairment and lease modifications in accordance with US GAAP.

Short-term lease obligations:

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

Long term lease obligations:

Particulars	As at December 31, 2025		As at December 31, 2024
ROU asset	$	39,958	$	42,830
Long term lease liabilties	$	45,828	$	45,170

Investments

Investments represent equity instruments held by the Company. Such investments are accounted for in accordance with US GAAP. The investments are measured at fair value as of each reporting date. Equity method investments are adjusted for the Company’s share of investees’ earnings or losses. The schedule details significant investments, carrying amounts, and income recognition.

Particulars	As at December 31, 2025		As at December 31, 2024
Exclusive Participation	$	1	$	1
Mimonkey Shares 100%		3,520		3,117
Capital Contribution UTE NTT Date UBT2 51.40%		1,809		1,602
Total	$	5,330	$	4,720

Income Taxes

Income tax expense includes current and deferred taxes, calculated based on enacted tax laws. Deferred taxes arise from temporary differences between book and tax bases of assets and liabilities. The schedule includes deferred tax assets and liabilities with explanations of valuation allowances if applicable.

Particulars	As at December 31, 2025			As at December 31, 2024
Deferred tax asset	$	435,314		$	717,784
Taxes payable	$	266,324		$	466,933
Income tax	$	(361,670	)	$	(55,180	)

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.

Short-Term borrowings

Short-term borrowings consist of obligations with original maturities of less than one year and are recorded at the principal amount outstanding plus accrued interest. Interest expense incurred on these borrowings is included in interest expense in the accompanying statement of operations.

Short-term borrowings increased significantly during the year ended December 31, 2025 compared to the prior year, primarily due to the reclassification of certain long-term borrowings due within one year from the reporting date.

Particulars		As at December 31, 2025				As at December 31, 2024
Debts with credit institutions		$	3,444,288			$	2,074,625

Accounts Payable

Accounts payable represent obligations to vendors and suppliers incurred in the normal course of business. The schedule provides details of payables by vendor type or age classification as applicable. No material related party payables are included in accounts payable.

Particulars	As at December 31, 2025		As at December 31, 2024
Trade Payables (Suppliers)	$	210,504	$	221,255
Other Payables (Various Creditors)		1,554,928		464,709
Total	$	1,765,432	$	685,964

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.

Long-Term Debt

Long-term debt consists primarily of bank loans and other financing arrangements, which are initially recorded at the proceeds received, net of transaction costs. Subsequently, these liabilities are measured at amortized cost using the effective interest method. Interest expense is recognized over the term of the debt based on the effective interest rate.

The terms and conditions of the long-term borrowings, including maturity dates, interest rates, collateral, and any covenants, are disclosed for each significant debt instrument.

During the year ended December 31, 2025, a significant portion of the Company’s long-term borrowings was repaid, resulting in a decrease in the outstanding debt balance compared to the prior year. In addition, certain borrowings have been reclassified as short-term as they are maturing within one year from the reporting date.

Particulars	As at December 31, 2025			As at December 31, 2024
Long-term debts with banks	$	102,907		$	1,629,082
Bsabadell Loan		244,281			303,351
Abanca ICO Loan 300,000		-			35,443
Caixa ICO Loan 300,000		-			34,630
Liberbank ICO Loan 150,000		-			17,732
B.Santander ICO Loan 600,000		(0	)		86,496
ICO Bankia Loan 200,000		20,097			70,649
Total	$	367,284		$	2,177,382

Other Long-Term Liabilities

Other long-term liabilities consist of obligations that are not due within one year and are not classified elsewhere. These primarily include debt payable and deposits received, which are expected to be settled beyond one year from the reporting date. These balances are recognized at the amount expected to be settled.

Particulars	As at December 31, 2025		As at December 31, 2024
DEBT TO/P ATRATO	$	-	$	58,332
DEPOSIT RECEIVED EVERIS L/P		145,941		129,224
Total	$	145,941	$	187,556

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.

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.

Retained earnings

Retained earnings represent the cumulative net income (loss) of the Company, including the profit or loss for the current period, reserves, and other accumulated earnings or results from prior periods. Changes in retained earnings during the periods presented are primarily attributable to profit or loss for the period and movements in reserves.

Particulars	As at December 31, 2025			As at December 31, 2024
Legal Reserve	$	23,530		$	23,530
Voluntary reserves		460,280			(976,520	)
Reserve for prior years’ expenses		(261,860	)		-
Remainder		85,038			85,038
Negative Results from Previous Exercises		(1,976,215	)		(2,132,385	)
Profit / (Loss) for the current period		1,103,618			1,274,319
Total	$	(565,608	)	$	(1,726,018	)

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.

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.

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.

Operating Expenses

Operating expenses consist of selling, general, and administrative expenses. The schedule disaggregates major categories such as salaries, marketing, rent, depreciation, and professional fees. Expense recognition follows the matching principle. During the prior year, the Company recognized certain immaterial losses arising in the course of operations, which were presented within operating results as part of other operating income (expense) in the accompanying income statement.

Particulars	As at December 31, 2025		As at December 31, 2024
Selling, general & administrative expenses	$	5,349,905	$	5,717,366
Other operating income		-		11,973
Depreciation and amortization		882,527		652,615
Total	$	6,232,432	$	6,381,954

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.

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.

Net income per share

The Company presents basic and diluted earnings per share (“EPS”) data for its common stock which is calculated by dividing the net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the period.

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

Particulars	As at December 31, 2025		As at December 31, 2024
A. Net profit	$	1,103,618	$	1,274,319
B. Weighted average number of shares outstanding		110,302		110,302
C. Net income per share (A/B)	$	10	$	12

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.

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.

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.

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.

KPSN & Associates LLP

Chartered Accountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Teyame AI LLC.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Teyame 360, S.L., a company incorporated in Spain (the Company) as of December 31, 2024, and the related statement of operations, changes in stockholders’ equity, and cash flow for the year ended December 31, 2024, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

Reg. Office: No.128, Crown Court, 1st Floor, Cathedral Road, Chennai – 600 086.

LLP identification Number: AAC-8221

KPSN & Associates LLP

Chartered Accountants

Critical Audit Matters

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

TEYAME 360 S.L.

Condensed Balance Sheets

		As at			As at
Particulars	Notes	December 31, 2024			December 31, 2023
ASSETS
Current assets
Cash and cash equivalents	4	$	446		$	4,239
Accounts receivable	5		2,545,712			3,772,116
Due from affiliates	6		91,962			72,204
Other current assets	7		278,116			316,689
Total current assets			2,916,236			4,165,248

Property and equipment, net	8		1,850,433			2,480,339
Intangible assets, net	9		995,317			36,467
ROU asset	10		42,830			36,327
Investments	11		4,720			5,143
Deferred tax asset	12		717,784			818,895
Other non current assets	13		182,968			197,896

Total assets		$	6,710,288		$	7,740,315

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Short term borrowings	14	$	2,074,625		$	3,871,572
Lease liabilties	10		4,283			29,966
Accounts payable	15		685,964			741,912
Accrued payroll & benefits	16		2,245			5,505
Taxes payable	12		466,933			485,579
Total current liabilities			3,234,050			5,134,534

Long term debt	17		2,177,382			2,429,669
Long term lease liabilties	10		45,170			-
Other long-term liabilities	18		187,556			342,895

Total liabilities			5,644,158			7,907,098

Stockholders' equity
Common stock, par value $1.07; 110,302 shares issued and outstanding as of December 31, 2024, and December 31, 2023, respectively.	19		117,648			117,648
Additional paid-in capital	20		2,721,528			2,721,528
Retained earnings	21		(1,726,018	)		(3,000,893	)
Accumulated other comprehensive deficit	22		(47,028	)		(5,066	)
Total stockholders' equity			1,066,130			(166,783	)

Total liabilities and stockholders' equity		$	6,710,288		$	7,740,315

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

TEYAME 360 S.L.

Condensed Statement of Operations

		Year ended			Year ended
Particulars	Notes	December 31, 2024			December 31, 2023

Net revenue	23	$	17,920,415		$	17,147,221

Cost of revenue (exclusive of depreciation and amortization shown separately below)	24		9,938,328			10,766,940

Operating expenses	25
Selling, general & administrative expenses			5,717,366			4,930,130
Other operating income			11,973			-
Depreciation and amortization			652,615			1,171,105
Total operating expenses			6,381,954			6,101,235

Profit from operations			1,600,133			279,046

Other Income	26		5,555			14,571
Interest expense	27		(276,189	)		(276,696	)
Profit before income taxes			1,329,499			16,921

Income tax	12		(55,180	)		(55,681	)

Net profit / (loss)		$	1,274,319		$	(38,760	)

Net income per common share—basic & diluted	28	$	11.55		$	(0.35	)

Weighted average shares outstanding used in per common share computations:
Basic & Diluted			110,302			110,302

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

TEYAME 360 S.L.

Statement of Cash Flows

Particulars	Year ended December 31, 2024			Year ended December 31, 2023
Cash flows from operating activities
Net income / (loss)	$	1,274,319		$	(38,760	)
Net unrealised exchange (gain)/ loss		(41,406	)		(7,759	)
Depreciation and amortization		652,615			1,171,105
Changes in operating assets and liabilities:
(Increase) / decrease in current assets
Accounts receivable		1,226,402			285,015
Due from affiliates		(19,758	)		(72,204	)
Other current assets		38,574			(151,261	)
Increase / (decrease) in current liabilities
Lease liabilties (Current)		(25,683	)		26,136
Due to affiliates (Current)		-			(19,863	)
Accounts payable		(55,948	)		(973,579	)
Accrued payroll & benefits		(3,261	)		2,576
Taxes payable		(73,826	)		12,331
Net cash provided by / (used in) operating activities		2,972,028			233,737

Interest expense		276,189			276,696
Income tax expense		55,180			55,681
Net cash provided by / (used in) operating activities		3,303,397			566,114

Cash flows from investing activities
Property and equipment, net		(22,708	)		(775,956	)
Intangible assets, net		(958,850	)		101,627
ROU Asset		(6,503	)		32,296
Investments		424			(173	)
Deferred tax assets		101,111			27,286
Other non current assets		14,928			(6,919	)
Net cash provided by / (used in) investing activities		(871,598	)		(621,839	)

Cash flows from financing activities
Short term borrowings		(1,796,947	)		(543,381	)
Long term debt		(528,476	)		681,241
Lease liabilties (Non-current)		45,170			(28,897	)
Other long-term liabilities		(155,339	)		(49,156	)
Net cash provided by / (used in) financing activities		(2,435,591	)		59,807

Net increase / (decrease) in cash and cash equivalents		(3,793	)		4,082

Cash and cash equivalents
Cash and cash equivalents at the beginning of the period		4,239			157
Cash and cash equivalents at the end of the period	$	446		$	4,239

The accompanying notes are an integral part of these financial statements

TEYAME 360 S.L.

Statement of Changes in Stockholders' Equity

	Common Stock				Additional Paid in		Retained			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Capital		Earnings			Income (Loss)			Equity/(Deficit)
Balance as at December 31, 2022		110,302	$	117,648	$	2,721,528	$	(2,951,933	)	$	(7,506	)	$	(120,263	)
Net profit / (loss)		-		-		-		(38,760	)		-			(38,760	)
Adjustments		-		-		-		(10,200	)		2,440			(7,760	)
Balance as at December 31, 2023		110,302		117,648		2,721,528		(3,000,893	)		(5,066	)		(166,783	)
Net profit		-		-		-		1,274,319			-			1,274,319
Adjustments		-		-		-		556			(41,962	)		(41,406	)
Balance as at December 31, 2024		110,302	$	117,648	$	2,721,528	$	(1,726,018	)	$	(47,028	)	$	1,066,130

The accompanying notes are an integral part of these financial statements

TEYAME 360 S.L.

NOTES TO THE FINANCIAL STATEMENTS

1	Organization Introduction

	Teyame 360 S.L. (“the Company”) is a limited liability company incorporated and domiciled in Madrid, Spain, on October 13, 2010. The Company operates in the fields of advertising, marketing, public relations, and telecommunications, serving a diverse clientele primarily across Spain. Its registered office is located in Madrid, and the Company’s authorized capital stands at €3,006, divided into 3,006 shares of €1 each. The Company is managed by a sole administrator as designated under its articles of association.

	Our Services: The Company provides technology-enabled contact center and telemarketing services to support customer acquisition, sales conversion, appointment setting, customer support, and collections activities. The Company operates a 360-degree campaign management model designed to deliver integrated customer engagement services across multiple channels and business lines. The Company’s operating model supports high-volume campaigns through geographically distributed teams and structured sales and service workflows. Its service offering includes commercial outreach, product and service promotion, customer relationship management support, survey handling, and related outbound and inbound contact center activities. The Company’s platform is intended to improve operational efficiency, service quality, and campaign performance across client engagements.

2	Basis of Preparation

	The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s functional currency is the euro (EUR), which reflects the currency of the primary economic environment in which it operates. However, these financial statements are presented in United States dollars (USD). Assets and liabilities denominated in euros have been translated into US dollars at the exchange rate prevailing at the balance sheet date, while revenues and expenses have been translated at average exchange rates for the respective reporting periods. The financial statements include the financial position of Teyame 360 S.L. as at December 31, 2024, and the results of its operations and cash flows for the years then ended. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results may differ from those estimates.

3	Summary of Significant Accounting Policies

3.1	Basis of Accounting: The financial statements are prepared using the accrual basis of accounting, recognizing revenues when earned and expenses when incurred.

3.2	Foreign Currency Translation: The functional currency of Teyame 360 S.L. is the euro (EUR). For reporting purposes, assets and liabilities are translated to US dollars (USD) at exchange rates in effect at the balance sheet date, and income and expense items are translated at average exchange rates for the year.

3.3	Revenue Recognition: Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectibility is reasonably assured.

3.4	Cash and Cash Equivalents: Includes deposits with banks and highly liquid investments with original maturities of three months or less at acquisition.

3.5	Accounts Receivable:

	Accounts receivable are carried at original invoice amount less an allowance for doubtful accounts. The allowance for doubtful accounts is based on historical experience and a review of current receivables. Doubtful amounts are identified and written down as impairments when collection is no longer probable. The following table summarizes the aged receivables and provision for impairment as of year-end.

3.6

Property, Plant, and Equipment:

Stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives ranging from 3 to 10 years.

3.7	Intangible Assets: Intangible assets subject to amortization are amortized over their estimated useful lives on a straight-line basis. Impairment is reviewed yearly or when events indicate possible decline in value.

3.8	Leases: Leases are recognized as right-of-use assets and corresponding lease liabilities upon commencement, measured at the present value of future lease payments.

3.9	Income Taxes: Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between financial statement carrying amounts and tax bases. The Company recognizes tax positions only when it is more likely than not that the position will be sustained on examination.

3.10	Use of Estimates: Management uses estimates and judgments when preparing financial statements that affect the valuation and presentation of assets, liabilities, income, and expenses. Actual results could differ from those estimates.


4	Cash and cash equivalents

	Cash and cash equivalents consist of cash on hand and balances with banks. The Company maintains its cash balances with financial institutions.

Particulars	As at December 31, 2024		As at December 31, 2023
Cash in hand	$	72	$	29
Cash at bank		374		4,209
Total	$	446	$	4,239

5	Accounts Receivable

	Accounts receivable are stated net of an allowance for doubtful accounts, which is based on historical collection experience and management’s assessment. The aging schedule classifies receivables by the length of time they have been outstanding. Significant overdue balances are reviewed regularly and provisions made for estimated uncollectible amounts.

Particulars	As at December 31, 2024		As at December 31, 2023
Accounts receivable (gross)	$	2,545,712	$	3,772,116
Less: Allowance for doubtful accounts		-		-
Total	$	2,545,712	$	3,772,116

6	Related Parties

	Transactions and balances with related parties, including subsidiaries, affiliates, and key management personnel, are disclosed in accordance with US GAAP. The schedule includes receivables, payables, sales, purchases, and other transactions.

Transactions with Related party balances are as follows,

Particulars	As at December 31, 2024		As at December 31, 2023
Due from affiliates:
Long-term credit with Datono	$	72,338	$	77,751
Teyame Portugal Current Account		19,010		17,107
Mimonkey Current Account		614		-
Current debt with Tey. Direct SL		-		(51,847	)
Ivan Montero Rebato		-		19,668
Teyame Management Current Account		-		9,525
Total	$	91,962	$	72,204

7	Other Current Assets

	Other current assets consist of short-term assets expected to be realized within one year and primarily include receivables and short term credits and investments. These balances are carried at cost and reviewed for recoverability at each reporting date.

Particulars	As at December 31, 2024		As at December 31, 2023
Staff-related receivables	$	74,253	$	48,107
Credits with Public Administrations		1,427		-
Short-term financial investments		46,751		75,426
Prepaid Expenses		155,685		193,156
Total	$	278,116	$	316,689

8	Property, Plant & Equipment

	Property, Plant, and Equipment (PPE) are recorded at historical cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which typically range from 3 to 10 years depending on the asset class. Maintenance and repair costs are expensed as incurred, while major improvements and replacements are capitalized. When assets are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the statement of operations.

	Property and equipment consist of the following:

Particulars	As at December 31, 2024		As at December 31, 2023
Technical installations	$	1,591,249	$	2,087,757
Tools		373		1,607
Other installations		10,656		21,049
Furniture		95,181		122,303
Computer equipment		150,173		233,264
Other tangible fixed assets		2,801		14,360
Total	$	1,850,433	$	2,480,340

9	Intangible Assets

	Intangible assets are stated at cost less accumulated amortization and any impairment losses. Amortization is computed on a straight-line basis over the estimated useful lives of the assets, which generally range from 3 to 10 years, depending on the nature of the asset. Intangible assets with indefinite lives are not amortized but tested annually for impairment.

	Expenditures that extend or enhance the life of intangible assets are capitalized, while costs related to ongoing maintenance are expensed as incurred. The major classes of intangible assets include computer software, development costs, licenses, and trademarks.

Intangible assets consist of the following:

	December 31, 2024								December 31, 2023
	Weighted average Remaining Useful life (Years)		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Research and Development Expenses		5		$ 4 5,19,173		$ 3 5,53,465	$	9,65,708	$	35,80,288	$	35,80,288	$	-
Computer Applications		4		4,06,365		3,76,756		29,609		4,10,673		3,74,205		36,468
				$ 4 9,25,538		$ 3 9,30,221	$	9,95,317	$	39,90,961	$	39,54,493	$	36,468

Nature of Intangibles		Useful life
Research and Development Expenses		5 years
Computer Applications		4 years

10	Lease Obligations

	Leases are recognized as right-of-use assets and corresponding lease liabilities at the commencement date. Lease liabilities are measured as the present value of the lease payments over the lease term, discounted at the appropriate rate. Right-of-use assets are depreciated over the lease term or useful life, whichever is shorter. The schedule presents lease obligations, classified as current and non-current liabilities, with maturity dates and lease terms. The Company assesses leases for impairment and lease modifications in accordance with US GAAP.

Short-term lease obligations:

Particulars	As at December 31, 2024		As at December 31, 2023
Lease liabilties	$	4,283	$	29,966

Long term lease obligations:

Particulars	As at December 31, 2024		As at December 31, 2023
ROU asset	$	42,830	$	36,327
Long term lease liabilties	$	45,170	$	-

11	Investments

	Investments represent equity instruments held by the Company. Such investments are accounted for in accordance with US GAAP. The investments are measured at fair value as of each reporting date. Equity method investments are adjusted for the Company’s share of investees’ earnings or losses. The schedule details significant investments, carrying amounts, and income recognition.

Particulars	As at December 31, 2024		As at December 31, 2023
Exclusive Participation	$	1	$	1
Mimonkey Shares 100%		3,117		3,311
Capital Contribution UTE NTT Date UBT2 51.40%		1,602		-
Capital Contribution to UTE Everis		-		1,831
Total	$	4,720	$	5,143

12	Income Taxes

	Income tax expense includes current and deferred taxes, calculated based on enacted tax laws. Deferred taxes arise from temporary differences between book and tax bases of assets and liabilities. The schedule includes deferred tax assets and liabilities with explanations of valuation allowances if applicable.

Particulars	As at December 31, 2024		As at December 31, 2023
Deferred tax asset	$	717,784	$	818,895
Taxes payable	$	466,933	$	485,579
Income tax	$	55,180	$	55,681

13	Other Non-Current Assets

	Other non-current assets consist of long-term assets not classified elsewhere and are expected to be realized beyond one year from the reporting date. These primarily include Security Deposits and Bonds, and are recorded at cost, net of any impairment, if applicable. The balance as at December 31, 2024 and 2023 are $1,82,968 and $1,97,896 respectively.

14	Short-Term borrowings

	Short-term borrowings consist of obligations with original maturities of less than one year and are recorded at the principal amount outstanding plus accrued interest. Interest expense incurred on these borrowings is included in interest expense in the accompanying statement of operations.

Particulars		As at December 31, 2024				As at December 31, 2023
Debts with credit institutions		$	2,074,625			$	3,871,572

15	Accounts Payable

	Accounts payable represent obligations to vendors and suppliers incurred in the normal course of business. The schedule provides details of payables by vendor type or age classification as applicable. No material related party payables are included in accounts payable.

Particulars	As at December 31, 2024		As at December 31, 2023
Trade Payables (Suppliers)	$	221,255	$	370,247
Other Payables (Various Creditors)		464,709		371,665
Total	$	685,964	$	741,912

16	Accrued Payroll & Benefits

	Accrued payroll and benefits represent salaries, wages, bonuses, and related employee benefits earned by employees but not yet paid as of the reporting date. These amounts are recognized in the month in which the related services are rendered and are generally settled in the subsequent month.The balance is largely attributable to compensation accrued in the last month of the reporting period and is generally settled in the subsequent month. Personnel pending payments (remuneration pending payment) as at December 31, 2024 and 2023 are $2,245 and $5,505 respectively.

17	Long-Term Debt

	Long-term debt consists primarily of bank loans and other financing arrangements, which are initially recorded at the proceeds received, net of transaction costs. Subsequently, these liabilities are measured at amortized cost using the effective interest method. Interest expense is recognized over the term of the debt based on the effective interest rate. The terms and conditions of the long-term borrowings, including maturity dates, interest rates, collateral, and any covenants, are disclosed for each significant debt instrument.

Particulars	As at December 31, 2024		As at December 31, 2023
Long-term debts with banks	$	1,629,082	$	1,618,753
Bsabadell Loan		303,351		-
Abanca ICO Loan 300,000		35,443		149,320
Caixa ICO Loan 300,000		34,630		147,173
Liberbank ICO Loan 150,000		17,732		74,678
B.Santander ICO Loan 600,000		86,496		309,362
ICO Bankia Loan 200,000		70,649		130,383
Total	$	2,177,382	$	2,429,669

18	Other Long-Term Liabilities

	Other long-term liabilities consist of obligations that are not due within one year and are not classified elsewhere. These primarily include debt payable and deposits received, which are expected to be settled beyond one year from the reporting date. These balances are recognized at the amount expected to be settled.

Particulars	As at December 31, 2024		As at December 31, 2023
DEBT TO/P ATRATO	$	58,332	$	205,599
DEPOSIT RECEIVED EVERIS L/P		129,224		137,296
Total	$	187,556	$	342,895

19	Share capital

	The Company’s authorized share capital consists of 110,302 common shares with a par value of $1.07 per share. As of December 31, 2024 and 2023, all authorized shares were issued, fully subscribed, and outstanding.

20	Additional paid-in capital

	Additional paid-in capital represents the excess of consideration received over the nominal value of shares issued by the Company. As of December 31, 2024 and 2023, additional paid-in capital amounts to $27,21,528.

21	Retained earnings

	Retained earnings represent the cumulative net income (loss) of the Company, including the profit or loss for the current period, reserves, and other accumulated earnings or results from prior periods. Changes in retained earnings during the periods presented are primarily attributable to profit or loss for the period and movements in reserves.

Particulars	As at December 31, 2024			As at December 31, 2023
Legal Reserve	$	23,530		$	23,530
Voluntary reserves		(976,520	)		(780,816	)
Remainder		85,038			85,038
Negative Results from Previous Exercises		(2,132,385	)		(2,289,883	)
Profit / (Loss) for the current period		1,274,319			(38,760	)
Total	$	(1,726,018	)	$	(3,000,891	)

22	Accumulated other comprehensive deficit

	Accumulated other comprehensive loss consists of foreign currency translation adjustments arising from the conversion from functional currency (Euro) to the reporting currency (U.S. Dollar). These adjustments are recorded in other comprehensive income (loss) in accordance with ASC 830 and are included as a separate component of shareholders’ equity. As of December 31, 2024 and 2023, accumulated other comprehensive loss amounts to $(47,028) and $(5,066) respectively.

23	Revenue Recognition

	Revenues are recognized when control of promised products or services transfers to the customer, in an amount that reflects the consideration expected in exchange, consistent with ASC 606. Performance obligations, transaction price, timing, and measurement of revenue are analyzed. The schedule breaks down revenue by major sources or contract types as applicable. The Net Revenue for the years ended December 31, 2024 and 2023 are $1,79,20,415 and $1,71,47,221 respectively.

24	Cost of Revenue

	Cost of revenue consists of direct costs associated with the delivery of services during the period, including personnel and other service-related expenses. Such costs are recognized in the period in which the related services are rendered in accordance with U.S. GAAP. The cost of revenue incurred for the years ended December 31, 2024 and 2023 are $99,38,328 and $1,07,66,940 respectively.

25	Operating Expenses

	Operating expenses consist of selling, general, and administrative expenses. The schedule disaggregates major categories such as salaries, marketing, rent, depreciation, and professional fees. Expense recognition follows the matching principle. During the prior year, the Company recognized certain immaterial losses arising in the course of operations, which were presented within operating results as part of other operating income (expense) in the accompanying income statement.

Particulars	As at December 31, 2024		As at December 31, 2023
Selling, general & administrative expenses	$	5,717,366	$	4,930,130
Other operating income		11,973		-
Depreciation and amortization		652,615		1,171,105
Total	$	6,381,954	$	6,101,235

26	Other Income

	Other income consists of income and expenses arising from activities not directly related to the Company’s primary operations. Such amounts primarily include gains and losses on shares and investments, benefits from bonds, and other miscellaneous income. These items are recognized in the period in which they are earned or incurred in accordance with applicable U.S. GAAP. The other income for the years ended December 31, 2024 and 2023 are $5,555 and $14,571 respectively.

27	Interest expense

	Interest expense consists of interest incurred on the Company’s borrowings and other financing arrangements. Interest expense primarily includes interest on debts with group and associated companies and debts with third parties. Interest is recognized using the effective interest method over the term of the underlying obligations. The interest expense for the years ended December 31, 2024 and 2023 are $(2,76,189) and $(2,76,696) respectively.

28	Net income per share

	The Company presents basic and diluted earnings per share (“EPS”) data for its common stock which is calculated by dividing the net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the period.

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

Particulars	As at December 31, 2024		As at December 31, 2023
A. Net profit	$	1,274,319	$	(38,760	)
B. Weighted average number of shares outstanding		110,302		110,302
C. Net income per share (A/B)	$	11.55	$	-0.35

29	Use of Estimates & Judgments

	The preparation of financial statements requires management to make estimates and assumptions affecting reported amounts. Areas subject to significant estimates include allowance for doubtful accounts, impairment assessments, useful lives of assets, and income tax provisions. Actual results may differ.

30	Commitments & Contingencies

	Commitments include contractual obligations such as leases, purchase agreements, and loan guarantees. Contingent liabilities arise from legal claims and assessments. The notes detail material commitments and contingencies along with management’s assessment of potential exposures.

31	Subsequent Events

	Events occurring between the balance sheet date and the issuance of financial statements that significantly impact the Company’s financial position or results are disclosed. The Company evaluates this period and discloses adjusting and non-adjusting events.

32	Recent Accounting Standards Adopted/Issued

	Changes in accounting policies due to new or amended US GAAP standards adopted during the period are disclosed, including impacts on financial results. New pronouncements issued but not yet effective are summarized with potential future effects.

Exhibit 99.3

KPSN & Associates LLP
Chartered Accountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Teyame AI LLC.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Datono Mediacion, S.L., a company incorporated in Spain (the Company) as of December 31, 2025, and the related statement of operations, changes in stockholders’ equity, and cash flow for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements).

Basis for Opinion

Reg. Office: No.128, Crown Court, 1st Floor, Cathedral Road, Chennai – 600 086.

LLP identification Number: AAC-8221

KPSN & Associates LLP
Chartered Accountants

Critical Audit Matters

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

DATONO MEDIACION, SL

Condensed Balance Sheets

Particulars	Notes	As at December 31, 2025		As at December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	4	$	173	$	163
Accounts receivable	5		772,732		734,230
Due from affiliates	6		-		412,629
Other current assets	7		27,446		19,929
Total current assets			800,351		1,166,951

Investments	8		3,023,134		2,676,838
Intangible Assets, net	9		749,146		469,587

Total assets		$	4,572,631	$	4,313,376

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	10	$	740,668	$	79,659
Due to affiliates	6		185,431		-
Short term borrowing	11		2,200,580		1,676,276
Other current liabilities	12		385,322		395,410
Total current liabilities			3,512,001		2,151,345

Long-term debt	13		-		1,282,563
Deferred tax liability	14		24,243		21,466

Total liabilities			3,536,244		3,455,374

Stockholders’ equity
Common stock, par value $1.07; 3,006 shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively.	15		3,206		3,206
Retained earnings	16		965,279		884,235
Accumulated Other Comprehensive Income / (Deficit)	17		67,902		(29,439	)
Total stockholders’ equity			1,036,387		858,002

Total liabilities and stockholders’ equity			4,572,631	$	4,313,376

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

DATONO MEDIACION, SL

Condensed Statement of Operations

		Year ended			Year ended
Particulars	Notes	December 31, 2025			December 31, 2024

Net revenue	18	$	13,762,870		$	13,034,611

Cost of revenue (exclusive of depreciation and amortization shown separately below)	19		11,646,910			11,239,638

Operating expenses	20
Selling, general and administrative expense			1,246,761			1,053,768
Depreciation and amortization			170,345			-
Total operating expenses			1,417,106			1,053,768

Profit from operations			698,854			741,205

Other income	21		28,492			-
Interest expense	22		(114,418	)		(167,380	)
Profit before income taxes			612,928			573,825

Income tax	14		147,492			124,294
Income tax expense			147,492			124,294

Net profit		$	465,436		$	449,531

Net income per common share—basic & Diluted	23	$	154.84		$	149.54

Weighted average shares outstanding used in per common share computations:
Basic & Diluted			3,006			3,006

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

DATONO MEDIACION, SL

Statement of Cash Flows

Particulars	Year ended December 31, 2025			Year ended December 31, 2024
Cash flows from operating activities
Net profit	$	465,436		$	449,531
Adjustment to reconcile net income / (loss) to net cash provided by (used in) operating activities		(287,051	)		(177,167	)
Depreciation and amortization		170,345			-
Changes in operating assets and liabilities:
(Increase) / decrease in Current Assets
Accounts receivable		(38,502	)		1,270,307
Due from affiliates		412,629			(33,685	)
Other current assets		(7,517	)		15,022
Increase / (decrease) in Current Liabilities
Accounts payable		661,009			(722,291	)
Due to affiliates		185,431			-
Other current liabilities		(157,580	)		(264,612	)
Net cash provided by / (used in) operating activities		1,404,200			537,105

Interest expense		114,418			167,380
Income tax expense		147,492			124,294
Net cash provided by operating activities		1,666,110			828,779

Cash flows from investing activities
Intangible assets, net		(279,559	)		(469,587	)
Investments		(516,641	)		167,223
Net cash provided by / (used in) investing activities		(796,200	)		(302,364	)

Cash flows from financing activities
Short term borrowing		524,304			(23,815	)
Long term debt		(1,396,981	)		(501,752	)
Other long-term liabilities		2,777			(1,341	)
Net cash provided by / (used in) financing activities		(869,900	)		(526,908	)

Net increase / (decrease) in cash and cash equivalents		10			(493	)

Cash and cash equivalents
Cash and cash equivalents at the beginning of the period		163			656
Cash and cash equivalents at the end of the period	$	173		$	163

The accompanying notes are an integral part of these financial statements

DATONO MEDIACION, SL

Statement of Changes in Stockholders’ Equity

								Accumulated			Amount in $
	Common Stock				Retained			Other Comprehensive			Total Stockholders
	Shares		Amount		Earnings			Income (Loss)			Equity/(Deficit)
Balance as at December 31, 2023		3,006	$	3,206	$	568,856		$	13,576		$	585,638
Net profit		-		-		449,531			-			449,531
Dividends		-		-		(127,992	)		-			(127,992	)
Adjustments		-		-		(6,160	)		(43,015	)		(49,175	)
Balance as at December 31, 2024		3,006		3,206		884,235			(29,439	)		858,002
Net profit		-		-		465,436			-			465,436
Dividends		-		-		-			-			-
Adjustments		-		-		(384,392	)		97,341			(287,051	)
Balance as at December 31, 2025		3,006	$	3,206	$	965,279		$	67,902		$	1,036,387

The accompanying notes are an integral part of these financial statements

DATONO MEDIACION, SL

NOTES TO THE FINANCIAL STATEMENTS

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.

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.

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.

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.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and balances with banks. The Company maintains its cash balances with financial institutions.

Particulars	As at December 31, 2025		As at December 31, 2024
Cash in hand	$	83	$	73
Cash at bank		91		90
Total	$	173	$	163

Accounts Receivable

Accounts Receivable consists of the following:

Particulars	As at December 31, 2025		As at December 31, 2024
Accounts receivable (gross)	$	772,732	$	734,230
Less: Allowance for doubtful accounts		-		-
Total	$	772,732	$	734,230

Related Parties

Due from affiliates:

Particulars	As at December 31, 2024
Ivan Montero Rebato	$	-
Marisa Sanchez Fernandez		-
Long-term debt with Teyamé 360		(72,338	)
Mimonkey Mobile Current Account		161,974
Teyame Exclusive Current Account		132,604
Teyame Collaborator Current Account		50,188
Teyame Direct Current Account		1,612
CH109 Loan		138,589
Total	$	412,629

Due to affiliates:

Particulars	As at December 31, 2025
Ivan Montero Rebato	$	-
Marisa Sanchez Fernandez		-
Long-term debt with Teyamé 360		787,906
Mimonkey Mobile Current Account		(183,622	)
Teyame Exclusive Current Account		(150,617	)
Teyame Collaborator Current Account		(57,539	)
Teyame Direct Current Account		(2,555	)
CH109 Loan		(208,143	)
Total	$	185,431

Other current assets

Other current assets consist of short-term assets expected to be realized within one year and primarily include and short term credits, deposits and investments. These balances are carried at cost and reviewed for recoverability at each reporting date.

Particulars	As at December 31, 2025		As at December 31, 2024
Other credits with Public Administrations	$	2,050	$	3,636
Restricted deposits and legal guarantees		14,140		6,326
Investments in group companies and associates		11,256		9,967
Total	$	27,446	$	19,929

Investments

Particulars		As at December 31, 2025				As at December 31, 2024
Long - term Participations in Teyamé		$	3,023,134			$	2,676,838

Intangible Assets

Intangible assets consist of the following:

	December 31, 2025								December 31, 2024
	Weighted average Remaining Useful life (Years)		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Research and Development Expenses		3	$	1,191,799	$	442,653	$	749,146	$	747,495	$	277,908	$	469,587
			$	1,191,799	$	442,653	$	749,146	$	747,495	$	277,908	$	469,587

Nature of Intangibles		Useful Life
Research and Development Expenses		3 years

Accounts Payable

Particulars	As at December 31, 2025		As at December 31, 2024
Trade Payables	$	106,660	$	74,335
Personnel (remunerations pending payment)		634,007		5,323
Total	$	740,667	$	79,658

Short-Term borrowings

Particulars	As at December 31, 2025		As at December 31, 2024
Debts with group companies and associates	$	7,211	$	6,983
Debts with credit institutions		2,193,369		1,669,293
Total	$	2,200,580	$	1,676,276

Other current liabilities

Other current liabilities represent debts and liabilities expected to be settled within one year and are recognized at the amount expected to be paid.

Particulars	As at December 31, 2025		As at December 31, 2024
Other debts with Public Administrations	$	266,366	$	298,115
Current tax liabilities		118,956		97,294
Total	$	385,322	$	395,410

Long-Term Debt

The terms and conditions of the long-term borrowings, including maturity dates, interest rates, collateral, and any covenants, are disclosed for each significant debt instrument.

During the year ended December 31, 2025, a significant portion of the Company’s long-term borrowings was repaid, and the remaining borrowings were reclassified as short-term as they are maturing within one year from the reporting date. Accordingly, no long-term borrowings remained outstanding as of December 31, 2025.

Particulars	As at December 31, 2025			As at December 31, 2024
Bankinter ICO Loan 200,000	$	-		$	23,681
Bbva ICO Loan 300,000		32,124			111,001
Caixabank ICO Loan 300,000		-			34,630
B.Santander ICO 100,000 Loan		-			14,416
Bankia ICO Loan 400,000		-			47,102
Deutsche ICO Loan 350,000		81,538			147,918
Long-Term Bank Debts		(113,662	)		903,815
Total	$	(0	)	$	1,282,563

Income Taxes

Particulars	As at December 31, 2025		As at December 31, 2024
Deferred tax liability	$	24,243	$	21,466
Income tax	$	147,492	$	124,294

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.

Retained earnings

Retained earnings represent the cumulative net income (loss) of the Company, including the profit or loss for the current period, reserves, and dividend advance accounts. Changes in retained earnings during the periods presented are primarily attributable to profit or loss for the period and movements in dividend advance accounts.

Particulars	As at December 31, 2025			As at December 31, 2024
Legal Reserve	$	641		$	641
Voluntary Reserves		485,199			441,391
Leveling Reserve 2021		32,509			32,509
Leveling Reserve 2023		55,646			55,646
Leveling Reserve 2022		32,509			32,509
Dividend Advance Account IMR		(53,330	)		(63,996	)
Dividend Advance Account MSF		(53,330	)		(63,996	)
Profit / (Loss) for the current period		465,436			449,531
Total	$	965,279		$	884,235

Accumulated Other Comprehensive Income / (Deficit)

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.

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.

Operating Expenses

Particulars	As at December 31, 2025		As at December 31, 2024
Selling, general & administrative expenses	$	1,246,761	$	1,053,768
Depreciation and amortization		170,345		-
Total	$	1,417,106	$	1,053,768

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.

Interest expense

Net income per share

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

Particulars	As at December 31, 2025		As at December 31, 2024
A. Net profit	$	465,436	$	449,531
B. Weighted average number of shares outstanding		3,006		3,006
C. Net income per share (A/B)	$	155	$	150

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.

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.

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.

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).

Basis for Opinion

Reg. Office: No.128, Crown Court, 1st Floor, Cathedral Road, Chennai – 600 086.

LLP identification Number: AAC-8221

KPSN & Associates LLP
Chartered Accountants

Critical Audit Matters

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

DATONO MEDIACION, SL

Condensed Balance Sheets

			As at			As at
Particulars	Notes		December 31, 2024			December 31, 2023
ASSETS
Current assets
Cash and cash equivalents		4	$	163		$	656
Accounts receivable		5		734,230			2,004,537
Due from affiliates		6		412,629			378,944
Other current assets		7		19,929			34,951
Total current assets				1,166,951			2,419,088

Investments		8		2,676,838			2,844,060
Intangible Assets, net		9		469,587			-

Total assets			$	4,313,376		$	5,263,148

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		10	$	79,659		$	801,950
Short term borrowing		11		1,676,276			1,700,091
Other current liabilities		12		395,410			535,727
Total current liabilities				2,151,345			3,037,768

Long-term debt		13		1,282,563			1,616,935
Deferred tax liability		14		21,466			22,807

Total liabilities				3,455,374			4,677,510

Stockholders’ equity
Common stock, par value $1.07; 3,006 shares issued and outstanding as of December 31, 2024, and December 31, 2023, respectively.		15		3,206			3,206
Retained earnings		16		884,235			568,856
Accumulated Other Comprehensive Income / (Deficit)		17		(29,439	)		13,576
Total stockholders’ equity				858,002			585,638

Total liabilities and stockholders’ equity			$	4,313,376		$	5,263,148

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

DATONO MEDIACION, SL

Condensed Statement of Operations

		Year ended			Year ended
Particulars	Notes	December 31, 2024			December 31, 2023
Net revenue	18	$	13,034,611		$	10,485,269

Cost of revenue (exclusive of depreciation and amortization shown separately below)	19		11,239,638			8,881,572

Operating expenses	20
Selling, general and administrative expense			1,053,768			880,657
Total operating expenses			1,053,768			880,657

Profit from operations			741,205			723,040

Other income	21		-			598
Interest expense	22		(167,380	)		(152,395	)
Profit before income taxes			573,825			571,243

Income tax	14		124,294			137,077
Deferred income tax	14		-			4,060
Income tax expense			124,294			141,137

Net profit		$	449,531		$	430,106

Net income per common share—basic & Diluted	23	$	149.54		$	143.08

Weighted average shares outstanding used in per common share computations:
Basic & Diluted			3,006			3,006

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

DATONO MEDIACION, SL

Statement of Cash Flows

Particulars	Year ended December 31, 2024			Year ended December 31, 2023
Cash flows from operating activities
Net profit	$	449,531		$	430,106
Adjustment to reconcile net income / (loss) to net cash provided by (used in) operating activities		(177,167	)		(93,085	)
Changes in operating assets and liabilities:
(Increase) / decrease in Current Assets
Accounts receivable		1,270,307			(1,045,095	)
Due from affiliates		(33,685	)		(119,561	)
Other current assets		15,022			(10,125	)
Increase / (decrease) in Current Liabilities
Accounts payable		(722,291	)		779,480
Other current liabilities		(264,612	)		96,169
Net cash provided by / (used in) operating activities		537,105			37,889

Interest expense		167,380			152,395
Income tax expense		124,294			141,137
Net cash provided by operating activities		828,779			331,421

Cash flows from investing activities
Intangible assets, net		(469,587	)		-
Investments		167,223			(95,850	)
Net cash provided by / (used in) investing activities		(302,364	)		(95,850	)

Cash flows from financing activities
Short term borrowing		(23,815	)		(705,558	)
Long term debt		(501,752	)		465,797
Other long-term liabilities		(1,341	)		4,770
Net cash provided by / (used in) financing activities		(526,908	)		(234,991	)

Net increase / (decrease) in cash and cash equivalents		(493	)		580

Cash and cash equivalents
Cash and cash equivalents at the beginning of the period		656			76
Cash and cash equivalents at the end of the period	$	163		$	656

The accompanying notes are an integral part of these financial statements

DATONO MEDIACION, SL

Statement of Changes in Stockholders’ Equity

								Accumulated			Amount in $
	Common Stock				Retained			Other Comprehensive			Total Stockholders’
	Shares		Amount		Earnings			Income (Loss)			Equity/(Deficit)
Balance as at December 31, 2022		3,006	$	3,206	$	244,017		$	1,394		$	248,617
Net profit		-		-		430,106			-			430,106
Dividends		-		-		(106,660	)		-			(106,660	)
Adjustments		-		-		1,393			12,182			13,575
Balance as at December 31, 2023		3,006		3,206		568,856			13,576			585,638
Net profit		-		-		449,531			-			449,531
Dividends		-		-		(127,992	)		-			(127,992	)
Adjustments		-		-		(6,160	)		(43,015	)		(49,175	)
Balance as at December 31, 2024		3,006	$	3,206	$	884,235		$	(29,439	)	$	858,002

The accompanying notes are an integral part of these financial statements

DATONO MEDIACION, SL

NOTES TO THE FINANCIAL STATEMENTS

Organization Introduction

Our Services:

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.

Summary of Significant Accounting Policies

3.1

Basis of Accounting:

3.2

Foreign Currency Translation

3.3

Revenue Recognition

3.4

Cash and Cash Equivalents

3.5	Accounts Receivable

	Accounts receivable are stated at their original invoiced amount, less any allowances for doubtful receivables. Allowances are established based on a combination of specific review of outstanding balances, historical collection experience, and prevailing economic conditions. Receivables are written down and impairment losses recognized if collection is no longer considered probable.

3.6	Property, Plant, and Equipment

	Property, plant, and equipment (“PPE”) are recorded at cost less accumulated depreciation and any identified impairment losses. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which generally range from 3 to 10 years, depending on the asset class. The residual values and useful lives are reviewed annually and adjusted if appropriate.

3.7	Intangible Assets

	Intangible assets are initially measured at cost and subsequently amortized on a straight-line basis over their estimated useful lives, typically ranging between 3 and 10 years. The carrying amount of intangible assets is reviewed annually for impairment, or more frequently if events or changes in circumstances indicate a potential decline in value. Impairment losses, if recognized, are stated in the period identified.

3.8	Leases

	Leases are accounted for in accordance with applicable US GAAP guidance. At lease commencement, right-of-use assets and corresponding lease liabilities are recognized, measured initially at the present value of future lease payments. Right-of-use assets are amortized over the lesser of the lease term or the useful life of the asset. Lease liabilities are subsequently measured using the effective interest method.

3.9	Income Taxes

	Deferred tax assets and liabilities are recognized based on the future tax effects attributable to temporary differences between the carrying amounts of assets and liabilities in the financial statements and their corresponding tax bases. Deferred taxes are measured using enacted tax rates expected to apply when the temporary differences reverse. The Company records tax positions in the financial statements only when it is more likely than not that the position will be sustained upon examination.

3.10	Use of Estimates

	The preparation of financial statements requires management to make estimates and judgments that influence the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. Significant areas of judgment include valuation of receivables, depreciation and amortization periods, impairment assessments, and the recognition of deferred taxes. Actual results could differ from those estimates, and such differences may be material to the financial statements.

4	Cash and cash equivalents

	Cash and cash equivalents consist of cash on hand and balances with banks. The Company maintains its cash balances with financial institutions.

Particulars	As at December 31, 2024		As at December 31, 2023
Cash in hand	$	73	$	-
Cash at bank		90		656
Total	$	163	$	656

5	Accounts Receivable

	Accounts receivable are stated net of an allowance for doubtful accounts, which is based on historical collection experience and management’s assessment. The aging schedule classifies receivables by the length of time they have been outstanding. Significant overdue balances are reviewed regularly and provisions made for estimated uncollectible amounts.

Accounts Receivable consists of the following:

Particulars	As at December 31, 2024		As at December 31, 2023
Accounts receivable (gross)	$	734,230	$	2,004,537
Less: Allowance for doubtful accounts		-		-
Total	$	734,230	$	2,004,537

6	Related Parties

	Transactions and balances with related parties, including subsidiaries, affiliates, and key management personnel, are disclosed in accordance with US GAAP. The schedule includes receivables, payables, sales, purchases, and other transactions.

Particulars	As at December 31, 2024			As at December 31, 2023
Due from affiliates:
Loan CH109	$	138,589		$	-
Mimonkey Mobile Current Account		161,974			172,092
Teyame Exclusive Current Account		132,604			140,126
Teyame Current Account Collaborator		50,188			52,561
Teyame Direct Current Account		1,612			91,915
Long-term debt with Teyamé 360		(72,338	)		(77,751	)
Total	$	412,629		$	378,944

7	Other current assets

	Other current assets consist of short-term assets expected to be realized within one year and primarily include and short term credits, deposits and investments. These balances are carried at cost and reviewed for recoverability at each reporting date.

Particulars	As at December 31, 2024		As at December 31, 2023
Other credits with Public Administrations	$	3,636	$	686
Restricted deposits and legal guarantees		6,326		23,674
Investments in group companies and associates		9,967		10,591
Total	$	19,929	$	34,951

8	Investments

	Investments represent equity instruments held by the Company. Such investments are accounted for in accordance with US GAAP. The investments are measured at fair value as of each reporting date. Equity method investments are adjusted for the Company’s share of investees’ earnings or losses. The schedule details significant investments, carrying amounts, and income recognition.

Particulars		As at December 31, 2024				As at December 31, 2023
Investment in TEYAME 360 S.L.		$	2,676,838			$	2,844,060

Intangible Assets

Intangible assets consist of the following:

	December 31, 2024							December 31, 2023
	Weighted average Remaining Useful life (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Research and Development Expenses	3	$	7,47,495	$	2,77,908	$	4,69,587	$	2,95,270	$	2,95,270	$	-
		$	7,47,495	$	2,77,908	$	4,69,587	$	2,95,270	$	2,95,270	$	-

Nature of Intangibles		Useful Life
Research and Development Expenses		3 years

10	Accounts Payable

	Accounts payable represent obligations to vendors and suppliers incurred in the normal course of business. The schedule provides details of payables by vendor type or age classification as applicable. No material related party payables are included in accounts payable.

Particulars	As at December 31, 2024		As at December 31, 2023
Trade Payables	$	74,335	$	796,107
Personnel (remunerations pending payment)		5,323		5,842
Total	$	79,658	$	801,950

11	Short-Term borrowings

	Short-term borrowings consist of obligations with original maturities of less than one year and are recorded at the principal amount outstanding plus accrued interest. Interest expense incurred on these borrowings is included in interest expense in the accompanying statement of operations.

Particulars	As at December 31, 2024		As at December 31, 2023
Debts with group companies and associates	$	6,983	$	59,303
Debts with credit institutions		1,669,293		1,640,788
Total	$	1,676,276	$	1,700,091

12	Other current liabilities

	Other current liabilities represent debts and liabilities expected to be settled within one year and are recognized at the amount expected to be paid.

Particulars	As at December 31, 2024		As at December 31, 2023
Other debts with Public Administrations	$	298,115	$	425,347
Dividend payable		-		110,380
Current tax liabilities		97,294		-
Total	$	395,410	$	535,727

Long-Term Debt

The terms and conditions of the long-term borrowings, including maturity dates, interest rates, collateral, and any covenants, are disclosed for each significant debt instrument.

Particulars	As at December 31, 2024		As at December 31, 2023
Bankinter ICO Loan 200,000	$	23,681	$	99,534
Bbva ICO Loan 300,000		111,001		200,099
Caixabank ICO Loan 300,000		34,630		147,173
B.Santander ICO 100,000 Loan		14,416		51,560
Bankia ICO Loan 400,000		47,102		198,684
Deutsche ICO Loan 350,000		147,918		232,764
Long-Term Bank Debts		903,815		687,120
Total	$	1,282,563	$	1,616,935

14	Income Taxes

	Income tax expense includes current and deferred taxes, calculated based on enacted tax laws. Deferred taxes arise from temporary differences between book and tax bases of assets and liabilities. The schedule includes deferred tax assets and liabilities with explanations of valuation allowances if applicable.

Particulars	As at December 31, 2024		As at December 31, 2023
Deferred tax liability	$	21,466	$	22,807
Income tax	$	124,294	$	137,077
Deferred income tax	$	-	$	4,060

15	Share capital

	The Company’s authorized share capital consists of 3,006 common shares with a par value of $1.07 per share. As of December 31, 2024 and 2023, all authorized shares were issued, fully subscribed, and outstanding.

16	Retained earnings

	Retained earnings represent the cumulative net income (loss) of the Company, including the profit or loss for the current period, reserves, and dividend advance accounts. Changes in retained earnings during the periods presented are primarily attributable to profit or loss for the period and movements in dividend advance accounts.

Particulars	As at December 31, 2024			As at December 31, 2023
Legal Reserve	$	641		$	641
Voluntary Reserves		441,391			105,600
Leveling Reserve 2021		32,509			32,509
Leveling Reserve 2023		55,646			-
Leveling Reserve 2022		32,509			-
Active dividend on account IMR		(63,996	)		-
Active dividend on MSF account		(63,996	)		-
Profit / (Loss) for the current period		449,531			430,106
Total	$	884,235		$	568,856

17	Accumulated Other Comprehensive Income / (Deficit)

	Accumulated other comprehensive loss consists of foreign currency translation adjustments arising from the conversion from functional currency (Euro) to the reporting currency (U.S. Dollar). These adjustments are recorded in other comprehensive income (loss) in accordance with ASC 830 and are included as a separate component of shareholders’ equity. As of December 31, 2024 and 2023, accumulated other comprehensive loss amounted to $(29,439) and $13,576 respectively.

18	Revenue Recognition

	Revenues are recognized when control of promised products or services transfers to the customer, in an amount that reflects the consideration expected in exchange, consistent with ASC 606. Performance obligations, transaction price, timing, and measurement of revenue are analyzed. The schedule breaks down revenue by major sources or contract types as applicable. The Net Revenue for the years ended 31 December, 2024 and 2023 are $1,30,34,611 and $1,04,85,269 respectively.

19	Cost of Revenue

	Cost of revenue consists of direct costs associated with the delivery of services during the period, including personnel and other service-related expenses. Such costs are recognized in the period in which the related services are rendered in accordance with U.S. GAAP. The cost of revenue incurred for the years ended 31 December, 2024 and 2023 are $1,12,39,638 and $88,81,572 respectively.

20	Operating Expenses

	Operating expenses consist of selling, general, and administrative expenses. The schedule disaggregates major categories such as salaries, marketing, rent, depreciation, and professional fees. Expense recognition follows the matching principle. During the prior year, the Company recognized certain immaterial losses arising in the course of operations, which were presented within operating results as part of other operating income (expense) in the accompanying income statement.

Particulars	As at December 31, 2024		As at December 31, 2023
Selling, general & administrative expenses	$	1,053,768	$	880,657
Total	$	1,053,768	$	880,657

21	Other Income

	Other income consists of income and expenses arising from activities not directly related to the Company’s primary operations and primarily includes other financial income. Such amounts are recognized in the period in which they are earned or incurred in accordance with applicable U.S. GAAP. Other income for the year ended December 31, 2023 amounted to $598, while no other income was recognized for the year ended December 31, 2024.

22	Interest expense

	Interest expense consists of interest incurred on the Company’s borrowings and other financing arrangements. Interest expense primarily includes interest on debts with group and associated companies and debts with third parties. Interest is recognized using the effective interest method over the term of the underlying obligations. The interest expense for the years ended December 31, 2024 and 2023 are $(1,67,380) and $(1,52,395) respectively.

23	Net income per share

	The Company presents basic and diluted earnings per share (“EPS”) data for its common stock which is calculated by dividing the net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the period.

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

Particulars	As at December 31, 2024		As at December 31, 2023
A. Net profit	$	449,531	$	430,106
B. Weighted average number of shares outstanding		3,006		3,006
C. Net income per share (A/B)	$	149.54	$	143.08

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.

Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined financial data should be read in conjunction with the historical financial statements and the accompanying notes of Healthcare Triangle, Inc., and the standalone financial statements of Teyame 360 SL and Datono Mediacion SL respectively, filed herewith.

The unaudited pro forma information is not necessarily indicative of the combined company’s actual financial position or actual results of operations had the transaction occurred as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information is not intended to project the future financial position or operating results of the combined company. There were no material transactions between Healthcare Triangle, Inc, Teyame 360 SL and Datono Mediacion SL, during the periods presented in the unaudited pro forma condensed combined financial information that would need to be eliminated.

The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies, fair value impacts upon acquisition, or revenue enhancements that the combined company may achieve and realize as a result of the acquisition; nor does it reflect costs to integrate the operations of Healthcare Triangle, Inc Teyame 360 SL and Datono Mediacion SL, or the costs necessary to achieve cost savings, operating synergies and revenue enhancements.

Healthcare Triangle, Inc and Subsidiaries

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS

As At December 31, 2025

(in thousands, except per share data)

	HCTI			Teyame			Datono			HCTI Pro Forma Combined
	(Unaudited)			(Audited)			(Audited)			(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	7,625		$	2		$	0		$	7,627
Accounts receivable		2,070			4,740			773			7,583
Other current assets		3,456			694			27			4,177
Total current assets		13,151			5,436			800			19,387
Furniture and equipment, net		5			1,494			-			1,499
Goodwill, net		2,946			-			-			2,946
Intangible assets, net		2,808			2,222			750			5,780
Other non-current assets		-			207						207
Due from affiliates		3,826			-			-			3,826
Total assets	$	22,736		$	9,359		$	1,550		$	33,645
Liabilities and stockholders’ equity (deficit)
Current liabilities
Accounts payable	$	744		$	2,939		$	741		$	4,424
Short term borrowing		10,737			3,444			2,201			16,382
Other current liabilities		1,311			798			409			2,518
Total current liabilities		12,792			7,181			3,351			23,324
Long-term liabilities
Long-term liabilities		-			559			-			559
Contingent consideration		-			-			-			-
Total current and long-term liabilities		12,792			7,740			3,351			23,883
Stockholders’ equity
Series B Preferred Stock, par value $0.00001; 10,000,000 authorized issued convertible preferred stock 1,600,000 as of December 31, 2025		7,435			-			-			7,435
Common stock, par value $0.00001; 100,000,000 authorized 142,426 shares issued and outstanding as of December 31, 2025		11			-			-			11
Non-controlling interest		(37	)		-			-			(37	)
Additional paid-in capital		45,534			2,839			(2,834	)		45,539
Retained earnings		(42,999	)		(1,220	)		1,033			(43,186	)
Total stockholders’ equity (deficit)		9,944			1,619			(1,801	)		9,762
Total liabilities and stockholders’ equity	$	22,736		$	9,359		$	1,550		$	33,645

Healthcare Triangle, Inc and Subsidiaries

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Year Ended December 31, 2025

(in thousands, except per share data)

	HCTI			Teyame			Datono			HCTI Pro Forma Combined
	(Unaudited)			(Audited)			(Audited)			(Unaudited)
Net revenue	$	13,891		$	17,161		$	13,763		$	44,815
Cost of revenue (exclusive of depreciation and amortization shown separately below)		12,001			9,263			11,647			32,911
Bad debt expense		17			-			-			17
Research and development		536			-			-			536
Sales and marketing		3,084			2,556			1,176			6,816
General and administrative		7,337			2,794			71			10,202
Depreciation and amortization		705			882			170			1,757
Total operating expenses		11,679			6,232			1,417			19,328
Gain/(loss) from operations		(9,789	)		1,666			699			(7,424	)
Other income		857			13			28			898
Changes in fair value		41			-			-			41
Forex gain/(loss)		(18	)		-			-			(18	)
Interest expense		(567	)		(214	)		(114	)		(895	)
Income/(Loss) before income taxes		(9,476	)		1,465			613			(7,398	)

Income tax expense		-			(362	)		(147	)		(509	)

Net income / (loss)		(9,476	)		1,103			466			(7,907	)
Other comprehensive income/(loss)
Foreign currency translation gain		11			-			-			11
Comprehensive loss	$	(9,465	)	$	1,103		$	466		$	(7,896	)
Comprehensive loss attributable to:
Stockholders		(9,428	)		1,103			466			(7,859	)
Non-controlling interest		(37	)		-			-			(37	)
Net loss per common share—basic and diluted
Stockholders		(152.3	)		-			-			(127	)
Non-controlling interest		(0.6	)		-			-			(0.6	)
Weighted average shares outstanding used in per common share computations:
Basic and diluted		61,873			-			-			61,873

Source: View Original Filing on SEC EDGAR

FAQ

What does Healthcare Triangle (HCTI) disclose in this 8-K/A amendment?

The amendment provides audited 2024–2025 financial statements for Teyamé 360 S.L. and Datono Mediación S.L. and unaudited pro forma combined information. These materials show how the Spanish acquisitions performed and how their results would affect Healthcare Triangle’s consolidated financial profile.

How did Teyamé 360 S.L. perform financially in 2025 before joining HCTI?

Teyamé 360 S.L. generated $17,161,200 in net revenue and net profit of $1,103,618 in 2025. Total assets were $10,172,306 and total liabilities $7,740,018, indicating a profitable, leveraged contact‑center and marketing services operation.

What 2025 results does Datono Mediacion, S.L. report in HCTI’s filing?

Datono Mediacion, S.L. reported 2025 net revenue of $13,762,870 and net profit of $465,436. Total assets were $4,572,631 and total liabilities $3,536,244, reflecting a profitable insurance‑focused mediation and call‑center services business.

What is the scale of Teyamé 360 S.L.’s balance sheet in the amendment?

As of December 31, 2025, Teyamé 360 S.L. shows total assets of $10,172,306 and total liabilities of $7,740,018, with stockholders’ equity of $2,432,288. These figures outline the subsidiary’s size entering Healthcare Triangle’s group.

How profitable was Teyamé 360 S.L. in 2024 compared with 2025?

Teyamé 360 S.L. earned net profit of $1,274,319 on net revenue of $17,920,415 in 2024, versus profit of $1,103,618 on $17,161,200 revenue in 2025. Profitability remained solid, with modest year‑over‑year revenue and earnings declines.

What equity position does Datono Mediacion, S.L. report in 2025?

Datono Mediacion, S.L. reports stockholders’ equity of $1,036,387 at December 31, 2025, including retained earnings of $965,279 and accumulated other comprehensive income of $67,902. This indicates accumulated profitability and positive translation adjustments.

Filing Exhibits & Attachments

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Healthcare Triangle (NASDAQ: HCTI) details 2025 results for Spanish acquisitions

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FAQ

What does Healthcare Triangle (HCTI) disclose in this 8-K/A amendment?

How did Teyamé 360 S.L. perform financially in 2025 before joining HCTI?

What 2025 results does Datono Mediacion, S.L. report in HCTI’s filing?

What is the scale of Teyamé 360 S.L.’s balance sheet in the amendment?

How profitable was Teyamé 360 S.L. in 2024 compared with 2025?

What equity position does Datono Mediacion, S.L. report in 2025?

Filing Exhibits & Attachments

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