Form 8-K/A

8-K/A — Healthcare Triangle, Inc.

Accession: 0001213900-26-041119

Filed: 2026-04-07

Period: 2026-01-22

CIK: 0001839285

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0285446-8ka1_healthcare.htm (Primary)

EX-99.2 — AUDITED FINANCIAL STATEMENTS OF TEYAME 360 S.L. AS OF AND FOR THE FISCAL YEARS ENDED DECEMBER 31, 2025 AND 2024 (ea028544601ex99-2.htm)

EX-99.3 — AUDITED FINANCIAL STATEMENTS OF DATONO MEDIACION S.L. AS OF AND FOR THE FISCAL YEARS ENDED DECEMBER 31, 2025 AND 2024 (ea028544601ex99-3.htm)

EX-99.4 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF HEALTHCARE TRIANGLE, INC., TEYAME 360 S.L. AND DATONO MEDIACION S.L (ea028544601ex99-4.htm)

GRAPHIC (ea028544601_ex99-2img1.jpg)

GRAPHIC (ea028544601_ex99-3img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0285446-8ka1_healthcare.htm · Sequence: 1

true

0001839285

2026-01-22

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 ☒

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

EX-99.2 — AUDITED FINANCIAL STATEMENTS OF TEYAME 360 S.L. AS OF AND FOR THE FISCAL YEARS ENDED DECEMBER 31, 2025 AND 2024

EX-99.2

Filename: ea028544601ex99-2.htm · Sequence: 2

Exhibit

99.2

KPSN

& Associates LLP

Chartered

Accountants

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

Stockholders of Teyame AI LLC.

Opinion

on the Financial Statements

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).

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.

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.

determined that there are no critical audit matters.

/s/

KPSN & Associates LLP

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

Particulars

Notes

December

31, 2025

December

31, 2024

ASSETS

Current assets

Cash

and cash equivalents

$ 1,796

$ 446

Accounts

receivable

4,739,876

2,545,712

Due

from affiliates

813,355

91,962

Other

current assets

213,780

278,116

Total

current assets

5,768,807

2,916,236

Property

and equipment, net

1,493,770

1,850,433

Intangible

assets, net

2,222,489

995,317

ROU

asset

39,958

42,830

Investments

5,330

4,720

Deferred

tax asset

435,314

717,784

Other

non current assets

206,638

182,968

Total

assets

$ 10,172,306

$ 6,710,288

LIABILITIES

AND STOCKHOLDERS’ EQUITY

Current

liabilities

Short

term borrowings

3,444,288

$ 2,074,625

Lease

liabilties

5,186

4,283

Accounts

payable

2,938,731

685,964

Accrued

payroll & benefits

526,436

2,245

Taxes

payable

266,324

466,933

Total

current liabilities

7,180,965

3,234,050

Long

term debt

367,284

2,177,382

Long

term lease liabilties

45,828

45,170

Other

long-term liabilities

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.

117,648

Additional

paid-in capital

2,721,528

Retained

earnings

(565,608 )

(1,726,018 )

Accumulated

other comprehensive deficit

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

Particulars

Notes

December

31, 2025

December

31, 2024

Net

revenue

$ 17,161,200

$ 17,920,415

Cost

of revenue (exclusive of depreciation and amortization shown separately below)

9,263,018

9,938,328

Operating

expenses

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

14,019

5,555

Interest

expense

(214,481 )

(276,189 )

Profit

before income taxes

1,465,288

1,329,499

Income

tax

(361,670 )

(55,180 )

Net

profit / (loss)

$ 1,103,618

$ 1,274,319

Net

income per common share—basic & diluted

$ 10.01

$ 11.55

Weighted average

shares outstanding used in per common share computations:

Basic

& Diluted

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’

Amount

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

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

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.

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

December 31,

2025

December 31,

2024

Cash in hand

$ (5,186 )

$ 72

Cash at bank

27,193

374

Total

$ 22,007

$ 446

5 Accounts

Receivable

Accounts

receivable are stated net of an allowance for doubtful accounts, which is based on historical collection experience and management’s

assessment. The aging schedule classifies receivables by the length of time they have been outstanding. Significant overdue balances

are reviewed regularly and provisions made for estimated uncollectible amounts.

Particulars

December 31,

2025

December 31,

2024

Accounts receivable (gross)

$ 4,739,876

$ 2,545,712

Less:

Allowance for doubtful accounts

Total

$ 4,739,876

$ 2,545,712

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

December 31,

2025

December 31,

2024

Due

from affiliates:

Long-term credit with Datono

$ 787,906

$ 72,338

Teyame Portugal Current Account

(1,290,545 )

19,010

Mimonkey Current Account

(63,444 )

614

Total

$ -566,082

$ 91,962

7 Other

Current Assets

Other

current assets consist of short-term assets expected to be realized within one year and primarily include receivables and short term

credits and investments. These balances are carried at cost and reviewed for recoverability at each reporting date.

Particulars

December 31,

2025

December 31,

2024

Staff-related receivables

$ 141,338

$ 74,253

Credits with Public Administrations

4,036

1,427

Short-term financial investments

8,100

46,751

Prepaid Expenses

(81,941 )

155,685

Total

$ 71,533

$ 278,116

8 Property,

Plant & Equipment

Property,

Plant, and Equipment (PPE) are recorded at historical cost less accumulated depreciation and any impairment losses. Depreciation is computed

using the straight-line method over the estimated useful lives of the assets, which typically range from 3 to 10 years depending on the

asset class. Maintenance and repair costs are expensed as incurred, while major improvements and replacements are capitalized. When assets

are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized

in the statement of operations.

Property

and equipment consist of the following:

Particulars

December 31,

2025

December 31,

2024

Technical installations

$ 1,263,340

$ 1,591,249

Tools

373

Other installations

10,656

Furniture

89,852

95,181

Computer equipment

139,769

150,173

Other tangible fixed

assets

807

2,801

Total

$ 1,493,770

$ 1,850,433

9 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

$ 6,072,013

$ 3,865,371

$ 2,206,642

$ 4,519,174

$ 3,553,465

$ 965,709

Computer

Applications

458,935

43,087

5,848

406,364

376,756

9,608

$ 6,530,948

$ 4,308,458

$ 2,222,490

$ 4,925,538

$ 3,930,221

$ 995,317

Nature

of Intangibles

Useful

life

Research and Development Expenses

5 years

Computer Applications

4 years

10 Lease

Obligations

Leases

are recognized as right-of-use assets and corresponding lease liabilities at the commencement date. Lease liabilities are measured as

the present value of the lease payments over the lease term, discounted at the appropriate rate. Right-of-use assets are depreciated

over the lease term or useful life, whichever is shorter. The schedule presents lease obligations, classified as current and non-current

liabilities, with maturity dates and lease terms. The Company assesses leases for impairment and lease modifications in accordance with

US GAAP.

Short-term

lease obligations:

Particulars

December 31,

2025

December 31,

2024

Lease

liabilties

$ 5,186

$ 4,283

Long

term lease obligations:

Particulars

December 31,

2025

December 31,

2024

ROU asset

$ 39,958

$ 42,830

Long

term lease liabilties

$ 45,828

$ 45,170

11 Investments

Investments

represent equity instruments held by the Company. Such investments are accounted for in accordance with US GAAP. The investments are

measured at fair value as of each reporting date. Equity method investments are adjusted for the Company’s share of investees’

earnings or losses. The schedule details significant investments, carrying amounts, and income recognition.

Particulars

December 31,

2025

December 31,

2024

Exclusive Participation

$ 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

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

December 31,

2025

December 31,

2024

Deferred

tax asset

$ 435,314

$ 717,784

Taxes

payable

$ 266,324

$ 466,933

Income

tax

$ (361,670 )

$ (55,180 )

13 Other

Non-Current Assets

Other

non-current assets consist of long-term assets not classified elsewhere and are expected to be realized beyond one year from the reporting

date. These primarily include Security Deposits and Bonds, and are recorded at cost, net of any impairment, if applicable. The balance

as at December 31, 2025 and 2024 are $2,06,638 and $1,82,968 respectively.

14 Short-Term

borrowings

Short-term

borrowings consist of obligations with original maturities of less than one year and are recorded at the principal amount outstanding

plus accrued interest. Interest expense incurred on these borrowings is included in interest expense in the accompanying statement of

operations.

Short-term

borrowings increased significantly during the year ended December 31, 2025 compared to the prior year, primarily due to the reclassification

of certain long-term borrowings due within one year from the reporting date.

Particulars

December 31,

2025

December 31,

2024

Debts with

credit institutions

$ 3,444,288

$ 2,074,625

15 Accounts

Payable

Accounts

payable represent obligations to vendors and suppliers incurred in the normal course of business. The schedule provides details of payables

by vendor type or age classification as applicable. No material related party payables are included in accounts payable.

Particulars

at December 31, 2025

at December 31, 2024

Trade Payables (Suppliers)

$ 210,504

$ 221,255

Other Payables (Various

Creditors)

1,554,928

464,709

Total

$ 1,765,432

$ 685,964

16 Accrued

Payroll & Benefits

Accrued

payroll and benefits represent salaries, wages, bonuses, and related employee benefits earned by employees but not yet paid as of the

reporting date. These amounts are recognized in the month in which the related services are rendered and are generally settled in the

subsequent month.The balance is largely attributable to compensation accrued in the last month of the reporting period and is generally

settled in the subsequent month. Personnel pending payments (remuneration pending payment) as at December 31, 2025 and 2024 are $5,26,436

and $2,245 respectively.

17 Long-Term

Debt

Long-term

debt consists primarily of bank loans and other financing arrangements, which are initially recorded at the proceeds received, net of

transaction costs. Subsequently, these liabilities are measured at amortized cost using the effective interest method. Interest expense

is recognized over the term of the debt based on the effective interest rate.

The

terms and conditions of the long-term borrowings, including maturity dates, interest rates, collateral, and any covenants, are disclosed

for each significant debt instrument.

During

the year ended December 31, 2025, a significant portion of the Company’s long-term borrowings was repaid, resulting in a decrease

in the outstanding debt balance compared to the prior year. In addition, certain borrowings have been reclassified as short-term as they

are maturing within one year from the reporting date.

Particulars

December 31,

2025

December 31,

2024

Long-term debts with banks

$ 102,907

$ 1,629,082

Bsabadell Loan

244,281

303,351

Abanca ICO Loan 300,000

35,443

Caixa ICO Loan 300,000

34,630

Liberbank ICO Loan 150,000

17,732

B.Santander ICO Loan 600,000

(0 )

86,496

ICO Bankia Loan 200,000

20,097

70,649

Total

$ 367,284

$ 2,177,382

18 Other

Long-Term Liabilities

Other

long-term liabilities consist of obligations that are not due within one year and are not classified elsewhere. These primarily include

debt payable and deposits received, which are expected to be settled beyond one year from the reporting date. These balances are recognized

at the amount expected to be settled.

Particulars

December 31,

2025

December 31,

2024

DEBT TO/P ATRATO

$ -

$ 58,332

DEPOSIT RECEIVED EVERIS

L/P

145,941

129,224

Total

$ 145,941

$ 187,556

19 Share

capital

The

Company’s authorized share capital consists of 110,302 common shares with a par value of $1.07 per share. As of December 31, 2025

and 2024, all authorized shares were issued, fully subscribed, and outstanding.

20 Additional

paid-in capital

Additional

paid-in capital represents the excess of consideration received over the nominal value of shares issued by the Company. As of December

31, 2025 and 2024, additional paid-in capital amounts to $27,21,528.

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

December 31,

2025

December 31,

2024

Legal Reserve

$ 23,530

Voluntary reserves

460,280

(976,520 )

Reserve for prior years’ expenses

(261,860 )

Remainder

85,038

Negative Results from Previous Exercises

(1,976,215 )

(2,132,385 )

Profit / (Loss) for

the current period

1,103,618

1,274,319

Total

$ (565,608 )

$ (1,726,018 )

22 Accumulated

other comprehensive deficit

Accumulated

other comprehensive loss consists of foreign currency translation adjustments arising from the conversion from functional currency (Euro)

to the reporting currency (U.S. Dollar). These adjustments are recorded in other comprehensive income (loss) in accordance with ASC 830

and are included as a separate component of shareholders’ equity. As of December 31, 2025 and 2024, accumulated other comprehensive

loss amounts to $1,55,162 and $(47,028), respectively.

23 Revenue

Recognition

Revenues

are recognized when control of promised products or services transfers to the customer, in an amount that reflects the consideration

expected in exchange, consistent with ASC 606. Performance obligations, transaction price, timing, and measurement of revenue are analyzed.

The schedule breaks down revenue by major sources or contract types as applicable. The Net Revenue for the years ended December 31, 2025

and 2024 are $1,71,61,200 and $1,79,20,415 respectively.

24 Cost

of Revenue / COGS

Cost

of revenue consists of direct costs associated with the delivery of services during the period, including personnel and other service-related

expenses. Such costs are recognized in the period in which the related services are rendered in accordance with U.S. GAAP. The cost of

revenue incurred for the years ended December 31, 2025 and 2024 are $92,63,018 and $99,38,328 respectively.

25 Operating

Expenses

Operating

expenses consist of selling, general, and administrative expenses. The schedule disaggregates major categories such as salaries, marketing,

rent, depreciation, and professional fees. Expense recognition follows the matching principle. During the prior year, the Company recognized

certain immaterial losses arising in the course of operations, which were presented within operating results as part of other operating

income (expense) in the accompanying income statement.

Particulars

December 31,

2025

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

26 Other

Income

Other

income consists of income and expenses arising from activities not directly related to the Company’s primary operations. Such amounts

primarily include gains and losses on shares and investments, benefits from bonds, and other miscellaneous income. These items are recognized

in the period in which they are earned or incurred in accordance with applicable U.S. GAAP. The other income for the years ended December

31, 2025 and 2024 are $14,019 and $5,555 respectively.

27 Interest

expense

Interest

expense consists of interest incurred on the Company’s borrowings and other financing arrangements. Interest expense primarily

includes interest on debts with group and associated companies and debts with third parties. Interest is recognized using the effective

interest method over the term of the underlying obligations. The interest expense for the years ended December 31, 2025 and 2024 are

$(2,14,481) and $(2,76,189) respectively.

28 Net

income per share

The

Company presents basic and diluted earnings per share (“EPS”) data for its common stock which is calculated by dividing the

net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the

period.

The

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

Particulars

December 31,

2025

December 31,

2024

A. Net profit

$ 1,103,618

$ 1,274,319

B. Weighted average number of shares outstanding

110,302

C. Net income per share

(A/B)

$ 10

$ 12

29 Use

of Estimates & Judgments

The

preparation of financial statements requires management to make estimates and assumptions affecting reported amounts. Areas subject to

significant estimates include allowance for doubtful accounts, impairment assessments, useful lives of assets, and income tax provisions.

Actual results may differ.

30 Commitments

& Contingencies

Commitments

include contractual obligations such as leases, purchase agreements, and loan guarantees. Contingent liabilities arise from legal claims

and assessments. The notes detail material commitments and contingencies along with management’s assessment of potential exposures.

31 Subsequent

Events

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.

January 29, 2026, the Company entered into a Share Purchase Agreement whereby 100% of its equity is to be sold to Teyame AI LLC (assignable

to Healthcare Triangle, Inc.).

This

transaction represents a non-adjusting subsequent event and, accordingly, no adjustments have been made to the financial statements for

the year ended December 31, 2025. Management has determined that there is no impact on the carrying value of the Company’s assets

and liabilities as a result of this transaction.

32 Recent

Accounting Standards Adopted/Issued

Changes

in accounting policies due to new or amended US GAAP standards adopted during the period are disclosed, including impacts on financial

results. New pronouncements issued but not yet effective are summarized with potential future effects.

KPSN

& Associates LLP

Chartered

Accountants

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

Stockholders of Teyame AI LLC.

Opinion

on the Financial Statements

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).

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