04/07/2026 | Press release | Distributed by Public on 04/07/2026 15:05
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
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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.
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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.
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TEYAME 360 S.L.
Statement of Cash Flows
| Particulars |
Year ended December 31, 2025 |
Year ended December 31, 2024 |
||||||
| Cash flows from operating activities | ||||||||
| Net income / (loss) | $ | 1,103,618 | $ | 1,274,319 | ||||
| Net unrealised exchange (gain)/ loss | 262,540 | (41,406 | ) | |||||
| Depreciation and amortization | 882,527 | 652,615 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) / decrease in current assets | ||||||||
| Accounts receivable | (2,194,163 | ) | 1,226,402 | |||||
| Due from affiliates | (721,392 | ) | (19,758 | ) | ||||
| Other current assets | 64,335 | 38,574 | ||||||
| Increase / (decrease) in current liabilities | ||||||||
| Lease liabilties (Current) | 903 | (25,683 | ) | |||||
| Accounts payable | 2,252,767 | (55,948 | ) | |||||
| Accrued payroll & benefits | 524,191 | (3,261 | ) | |||||
| Taxes payable | (562,278 | ) | (73,826 | ) | ||||
| Net cash provided by / (used in) operating activities | 1,613,048 | 2,972,028 | ||||||
| Interest expense | 214,481 | 276,189 | ||||||
| Income tax expense | 361,670 | 55,180 | ||||||
| Net cash provided by / (used in) operating activities | 2,189,199 | 3,303,397 | ||||||
| Cash flows from investing activities | ||||||||
| Property and equipment, net | (525,864 | ) | (22,708 | ) | ||||
| Intangible assets, net | (1,227,172 | ) | (958,850 | ) | ||||
| ROU Asset | 2,872 | (6,503 | ) | |||||
| Investments | (611 | ) | 424 | |||||
| Deferred tax assets | 282,470 | 101,111 | ||||||
| Other non current assets | (23,670 | ) | 14,928 | |||||
| Net cash provided by / (used in) investing activities | (1,491,975 | ) | (871,598 | ) | ||||
| Cash flows from financing activities | ||||||||
| Short term borrowings | 1,369,662 | (1,796,947 | ) | |||||
| Long term debt | (2,024,579 | ) | (528,476 | ) | ||||
| Lease liabilties (Non-current) | 658 | 45,170 | ||||||
| Other long-term liabilities | (41,615 | ) | (155,339 | ) | ||||
| Net cash provided by / (used in) financing activities | (695,874 | ) | (2,435,591 | ) | ||||
| Net increase / (decrease) in cash and cash equivalents | 1,350 | (3,793 | ) | |||||
| Cash and cash equivalents | ||||||||
| Cash and cash equivalents at the beginning of the period | 446 | 4,239 | ||||||
| Cash and cash equivalents at the end of the period | $ | 1,796 | $ | 446 | ||||
The accompanying notes are an integral part of these financial statements
5
TEYAME 360 S.L.
Statement of Changes in Stockholders' Equity
| Common Stock |
Additional Paid |
Retained |
Accumulated Comprehensive |
Total Stockholders' |
||||||||||||||||||||
| Shares | Amount | in Capital | Earnings | Income (Loss) | Equity/(Deficit) | |||||||||||||||||||
| Balance as at December 31, 2023 | 110,302 | $ | 117,648 | $ | 2,721,528 | $ | (3,000,893 | ) | $ | (5,066 | ) | $ | (166,783 | ) | ||||||||||
| Net profit / (loss) | - | - | - | 1,274,319 | - | 1,274,319 | ||||||||||||||||||
| Adjustments | - | - | - | 556 | (41,962 | ) | (41,406 | ) | ||||||||||||||||
| Balance as at December 31, 2024 | 110,302 | 117,648 | 2,721,528 | (1,726,018 | ) | (47,028 | ) | 1,066,130 | ||||||||||||||||
| Net profit / (loss) | - | - | - | 1,103,618 | - | 1,103,618 | ||||||||||||||||||
| Adjustments | - | - | - | 56,792 | 205,748 | 262,540 | ||||||||||||||||||
| Balance as at December 31, 2025 | 110,302 | $ | 117,648 | $ | 2,721,528 | $ | (565,608 | ) | $ | 158,720 | $ | 2,432,288 | ||||||||||||
The accompanying notes are an integral part of these financial statements
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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.
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| 3.5 | Accounts Receivable: |
Accounts receivable are carried at original invoice amount less an allowance for doubtful accounts. The allowance for doubtful accounts is based on historical experience and a review of current receivables. Doubtful amounts are identified and written down as impairments when collection is no longer probable. The following table summarizes the aged receivables and provision for impairment as of year-end.
| 3.6 | Property, Plant, and Equipment: |
Stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives ranging from 3 to 10 years.
| 3.7 | Intangible Assets: |
Intangible assets subject to amortization are amortized over their estimated useful lives on a straight-line basis. Impairment is reviewed yearly or when events indicate possible decline in value.
| 3.8 | Leases: |
Leases are recognized as right-of-use assets and corresponding lease liabilities upon commencement, measured at the present value of future lease payments.
| 3.9 | Income Taxes: |
Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between financial statement carrying amounts and tax bases. The Company recognizes tax positions only when it is more likely than not that the position will be sustained on examination.
| 3.10 | Use of Estimates: |
Management uses estimates and judgments when preparing financial statements that affect the valuation and presentation of assets, liabilities, income, and expenses. Actual results could differ from those estimates.
| 4 | Cash and cash equivalents |
Cash and cash equivalents consist of cash on hand and balances with banks. The Company maintains its cash balances with financial institutions.
| Particulars |
As at December 31, 2025 |
As at December 31, 2024 |
||||||
| Cash in hand | $ | (5,186 | ) | $ | 72 | |||
| Cash at bank | 27,193 | 374 | ||||||
| Total | $ | 22,007 | $ | 446 | ||||
| 5 | Accounts Receivable |
Accounts receivable are stated net of an allowance for doubtful accounts, which is based on historical collection experience and management's assessment. The aging schedule classifies receivables by the length of time they have been outstanding. Significant overdue balances are reviewed regularly and provisions made for estimated uncollectible amounts.
| Particulars |
As at December 31, 2025 |
As at December 31, 2024 |
||||||
| Accounts receivable (gross) | $ | 4,739,876 | $ | 2,545,712 | ||||
| Less: Allowance for doubtful accounts | - | - | ||||||
| Total | $ | 4,739,876 | $ | 2,545,712 | ||||
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| 6 | Related Parties |
Transactions and balances with related parties, including subsidiaries, affiliates, and key management personnel, are disclosed in accordance with US GAAP. The schedule includes receivables, payables, sales, purchases, and other transactions.
Transactions with Related party balances are as follows,
| Particulars |
As at December 31, 2025 |
As at December 31, 2024 |
||||||
| Due from affiliates: | ||||||||
| Long-term credit with Datono | $ | 787,906 | $ | 72,338 | ||||
| Teyame Portugal Current Account | (1,290,545 | ) | 19,010 | |||||
| Mimonkey Current Account | (63,444 | ) | 614 | |||||
| Total | $ | -566,082 | $ | 91,962 | ||||
| 7 | Other Current Assets |
Other current assets consist of short-term assets expected to be realized within one year and primarily include receivables and short term credits and investments. These balances are carried at cost and reviewed for recoverability at each reporting date.
| Particulars |
As at December 31, 2025 |
As at December 31, 2024 |
||||||
| Staff-related receivables | $ | 141,338 | $ | 74,253 | ||||
| Credits with Public Administrations | 4,036 | 1,427 | ||||||
| Short-term financial investments | 8,100 | 46,751 | ||||||
| Prepaid Expenses | (81,941 | ) | 155,685 | |||||
| Total | $ | 71,533 | $ | 278,116 | ||||
| 8 | Property, Plant & Equipment |
Property, Plant, and Equipment (PPE) are recorded at historical cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which typically range from 3 to 10 years depending on the asset class. Maintenance and repair costs are expensed as incurred, while major improvements and replacements are capitalized. When assets are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the statement of operations.
Property and equipment consist of the following:
| Particulars |
As at December 31, 2025 |
As at December 31, 2024 |
||||||
| Technical installations | $ | 1,263,340 | $ | 1,591,249 | ||||
| Tools | 1 | 373 | ||||||
| Other installations | - | 10,656 | ||||||
| Furniture | 89,852 | 95,181 | ||||||
| Computer equipment | 139,769 | 150,173 | ||||||
| Other tangible fixed assets | 807 | 2,801 | ||||||
| Total | $ | 1,493,770 | $ | 1,850,433 | ||||
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| 9 | Intangible Assets |
Intangible assets are stated at cost less accumulated amortization and any impairment losses. Amortization is computed on a straight-line basis over the estimated useful lives of the assets, which generally range from 3 to 10 years, depending on the nature of the asset. Intangible assets with indefinite lives are not amortized but tested annually for impairment.
Expenditures that extend or enhance the life of intangible assets are capitalized, while costs related to ongoing maintenance are expensed as incurred. The major classes of intangible assets include computer software, development costs, licenses, and trademarks.
Intangible assets consist of the following:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
|
Weighted average Remaining Useful life (Years) |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
||||||||||||||||||||
| Research and Development Expenses | 4 | $ | 6,072,013 | $ | 3,865,371 | $ | 2,206,642 | $ | 4,519,174 | $ | 3,553,465 | $ | 965,709 | |||||||||||||
| Computer Applications | 3 | 458,935 | 4 43,087 | 1 5,848 | 406,364 | 376,756 | 2 9,608 | |||||||||||||||||||
| $ | 6,530,948 | $ | 4,308,458 | $ | 2,222,490 | $ | 4,925,538 | $ | 3,930,221 | $ | 995,317 | |||||||||||||||
| Nature of Intangibles | Useful life | |
| Research and Development Expenses | 5 years | |
| Computer Applications | 4 years |
| 10 | Lease Obligations |
Leases are recognized as right-of-use assets and corresponding lease liabilities at the commencement date. Lease liabilities are measured as the present value of the lease payments over the lease term, discounted at the appropriate rate. Right-of-use assets are depreciated over the lease term or useful life, whichever is shorter. The schedule presents lease obligations, classified as current and non-current liabilities, with maturity dates and lease terms. The Company assesses leases for impairment and lease modifications in accordance with US GAAP.
Short-term lease obligations:
| Particulars |
As at December 31, 2025 |
As at December 31, 2024 |
||||||
| Lease liabilties | $ | 5,186 | $ | 4,283 | ||||
Long term lease obligations:
| Particulars |
As at December 31, 2025 |
As at December 31, 2024 |
||||||
| ROU asset | $ | 39,958 | $ | 42,830 | ||||
| Long term lease liabilties | $ | 45,828 | $ | 45,170 | ||||
| 11 | Investments |
Investments represent equity instruments held by the Company. Such investments are accounted for in accordance with US GAAP. The investments are measured at fair value as of each reporting date. Equity method investments are adjusted for the Company's share of investees' earnings or losses. The schedule details significant investments, carrying amounts, and income recognition.
| Particulars |
As at December 31, 2025 |
As at December 31, 2024 |
||||||
| Exclusive Participation | $ | 1 | $ | 1 | ||||
| Mimonkey Shares 100% | 3,520 | 3,117 | ||||||
| Capital Contribution UTE NTT Date UBT2 51.40% | 1,809 | 1,602 | ||||||
| Total | $ | 5,330 | $ | 4,720 | ||||
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| 12 | Income Taxes |
Income tax expense includes current and deferred taxes, calculated based on enacted tax laws. Deferred taxes arise from temporary differences between book and tax bases of assets and liabilities. The schedule includes deferred tax assets and liabilities with explanations of valuation allowances if applicable.
| Particulars |
As at December 31, 2025 |
As at December 31, 2024 |
||||||
| Deferred tax asset | $ | 435,314 | $ | 717,784 | ||||
| Taxes payable | $ | 266,324 | $ | 466,933 | ||||
| Income tax | $ | (361,670 | ) | $ | (55,180 | ) | ||
| 13 | Other Non-Current Assets |
Other non-current assets consist of long-term assets not classified elsewhere and are expected to be realized beyond one year from the reporting date. These primarily include Security Deposits and Bonds, and are recorded at cost, net of any impairment, if applicable. The balance as at December 31, 2025 and 2024 are $2,06,638 and $1,82,968 respectively.
| 14 | Short-Term borrowings |
Short-term borrowings consist of obligations with original maturities of less than one year and are recorded at the principal amount outstanding plus accrued interest. Interest expense incurred on these borrowings is included in interest expense in the accompanying statement of operations.
Short-term borrowings increased significantly during the year ended December 31, 2025 compared to the prior year, primarily due to the reclassification of certain long-term borrowings due within one year from the reporting date.
| Particulars |
As at December 31, 2025 |
As at December 31, 2024 |
||||||
| Debts with credit institutions | $ | 3,444,288 | $ | 2,074,625 | ||||
| 15 | Accounts Payable |
Accounts payable represent obligations to vendors and suppliers incurred in the normal course of business. The schedule provides details of payables by vendor type or age classification as applicable. No material related party payables are included in accounts payable.
| Particulars | As at December 31, 2025 | As at December 31, 2024 | ||||||
| Trade Payables (Suppliers) | $ | 210,504 | $ | 221,255 | ||||
| Other Payables (Various Creditors) | 1,554,928 | 464,709 | ||||||
| Total | $ | 1,765,432 | $ | 685,964 | ||||
| 16 | Accrued Payroll & Benefits |
Accrued payroll and benefits represent salaries, wages, bonuses, and related employee benefits earned by employees but not yet paid as of the reporting date. These amounts are recognized in the month in which the related services are rendered and are generally settled in the subsequent month.The balance is largely attributable to compensation accrued in the last month of the reporting period and is generally settled in the subsequent month. Personnel pending payments (remuneration pending payment) as at December 31, 2025 and 2024 are $5,26,436 and $2,245 respectively.
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| 17 | Long-Term Debt |
Long-term debt consists primarily of bank loans and other financing arrangements, which are initially recorded at the proceeds received, net of transaction costs. Subsequently, these liabilities are measured at amortized cost using the effective interest method. Interest expense is recognized over the term of the debt based on the effective interest rate.
The terms and conditions of the long-term borrowings, including maturity dates, interest rates, collateral, and any covenants, are disclosed for each significant debt instrument.
During the year ended December 31, 2025, a significant portion of the Company's long-term borrowings was repaid, resulting in a decrease in the outstanding debt balance compared to the prior year. In addition, certain borrowings have been reclassified as short-term as they are maturing within one year from the reporting date.
| Particulars |
As at December 31, 2025 |
As at December 31, 2024 |
||||||
| Long-term debts with banks | $ | 102,907 | $ | 1,629,082 | ||||
| Bsabadell Loan | 244,281 | 303,351 | ||||||
| Abanca ICO Loan 300,000 | - | 35,443 | ||||||
| Caixa ICO Loan 300,000 | - | 34,630 | ||||||
| Liberbank ICO Loan 150,000 | - | 17,732 | ||||||
| B.Santander ICO Loan 600,000 | (0 | ) | 86,496 | |||||
| ICO Bankia Loan 200,000 | 20,097 | 70,649 | ||||||
| Total | $ | 367,284 | $ | 2,177,382 | ||||
| 18 | Other Long-Term Liabilities |
Other long-term liabilities consist of obligations that are not due within one year and are not classified elsewhere. These primarily include debt payable and deposits received, which are expected to be settled beyond one year from the reporting date. These balances are recognized at the amount expected to be settled.
| Particulars |
As at December 31, 2025 |
As at December 31, 2024 |
||||||
| DEBT TO/P ATRATO | $ | - | $ | 58,332 | ||||
| DEPOSIT RECEIVED EVERIS L/P | 145,941 | 129,224 | ||||||
| Total | $ | 145,941 | $ | 187,556 | ||||
| 19 | Share capital |
The Company's authorized share capital consists of 110,302 common shares with a par value of $1.07 per share. As of December 31, 2025 and 2024, all authorized shares were issued, fully subscribed, and outstanding.
| 20 | Additional paid-in capital |
Additional paid-in capital represents the excess of consideration received over the nominal value of shares issued by the Company. As of December 31, 2025 and 2024, additional paid-in capital amounts to $27,21,528.
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| 21 | Retained earnings |
Retained earnings represent the cumulative net income (loss) of the Company, including the profit or loss for the current period, reserves, and other accumulated earnings or results from prior periods. Changes in retained earnings during the periods presented are primarily attributable to profit or loss for the period and movements in reserves.
| Particulars |
As at December 31, 2025 |
As at December 31, 2024 |
||||||
| Legal Reserve | $ | 23,530 | $ | 23,530 | ||||
| Voluntary reserves | 460,280 | (976,520 | ) | |||||
| Reserve for prior years' expenses | (261,860 | ) | - | |||||
| Remainder | 85,038 | 85,038 | ||||||
| Negative Results from Previous Exercises | (1,976,215 | ) | (2,132,385 | ) | ||||
| Profit / (Loss) for the current period | 1,103,618 | 1,274,319 | ||||||
| Total | $ | (565,608 | ) | $ | (1,726,018 | ) | ||
| 22 | Accumulated other comprehensive deficit |
Accumulated other comprehensive loss consists of foreign currency translation adjustments arising from the conversion from functional currency (Euro) to the reporting currency (U.S. Dollar). These adjustments are recorded in other comprehensive income (loss) in accordance with ASC 830 and are included as a separate component of shareholders' equity. As of December 31, 2025 and 2024, accumulated other comprehensive loss amounts to $1,55,162 and $(47,028), respectively.
| 23 | Revenue Recognition |
Revenues are recognized when control of promised products or services transfers to the customer, in an amount that reflects the consideration expected in exchange, consistent with ASC 606. Performance obligations, transaction price, timing, and measurement of revenue are analyzed. The schedule breaks down revenue by major sources or contract types as applicable. The Net Revenue for the years ended December 31, 2025 and 2024 are $1,71,61,200 and $1,79,20,415 respectively.
| 24 | Cost of Revenue / COGS |
Cost of revenue consists of direct costs associated with the delivery of services during the period, including personnel and other service-related expenses. Such costs are recognized in the period in which the related services are rendered in accordance with U.S. GAAP. The cost of revenue incurred for the years ended December 31, 2025 and 2024 are $92,63,018 and $99,38,328 respectively.
| 25 | Operating Expenses |
Operating expenses consist of selling, general, and administrative expenses. The schedule disaggregates major categories such as salaries, marketing, rent, depreciation, and professional fees. Expense recognition follows the matching principle. During the prior year, the Company recognized certain immaterial losses arising in the course of operations, which were presented within operating results as part of other operating income (expense) in the accompanying income statement.
| Particulars |
As at December 31, 2025 |
As at December 31, 2024 |
||||||
| Selling, general & administrative expenses | $ | 5,349,905 | $ | 5,717,366 | ||||
| Other operating income | - | 11,973 | ||||||
| Depreciation and amortization | 882,527 | 652,615 | ||||||
| Total | $ | 6,232,432 | $ | 6,381,954 | ||||
13
| 26 | Other Income |
Other income consists of income and expenses arising from activities not directly related to the Company's primary operations. Such amounts primarily include gains and losses on shares and investments, benefits from bonds, and other miscellaneous income. These items are recognized in the period in which they are earned or incurred in accordance with applicable U.S. GAAP. The other income for the years ended December 31, 2025 and 2024 are $14,019 and $5,555 respectively.
| 27 | Interest expense |
Interest expense consists of interest incurred on the Company's borrowings and other financing arrangements. Interest expense primarily includes interest on debts with group and associated companies and debts with third parties. Interest is recognized using the effective interest method over the term of the underlying obligations. The interest expense for the years ended December 31, 2025 and 2024 are $(2,14,481) and $(2,76,189) respectively.
| 28 | Net income per share |
The Company presents basic and diluted earnings per share ("EPS") data for its common stock which is calculated by dividing the net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the period.
The following table presents the computation of basic and diluted net income per share:
| Particulars |
As at December 31, 2025 |
As at December 31, 2024 |
||||||
| A. Net profit | $ | 1,103,618 | $ | 1,274,319 | ||||
| B. Weighted average number of shares outstanding | 110,302 | 110,302 | ||||||
| C. Net income per share (A/B) | $ | 10 | $ | 12 | ||||
| 29 | Use of Estimates & Judgments |
The preparation of financial statements requires management to make estimates and assumptions affecting reported amounts. Areas subject to significant estimates include allowance for doubtful accounts, impairment assessments, useful lives of assets, and income tax provisions. Actual results may differ.
| 30 | Commitments & Contingencies |
Commitments include contractual obligations such as leases, purchase agreements, and loan guarantees. Contingent liabilities arise from legal claims and assessments. The notes detail material commitments and contingencies along with management's assessment of potential exposures.
| 31 | Subsequent Events |
Events occurring between the balance sheet date and the issuance of financial statements that significantly impact the Company's financial position or results are disclosed. The Company evaluates this period and discloses adjusting and non-adjusting events.
On January 29, 2026, the Company entered into a Share Purchase Agreement whereby 100% of its equity is to be sold to Teyame AI LLC (assignable to Healthcare Triangle, Inc.).
This transaction represents a non-adjusting subsequent event and, accordingly, no adjustments have been made to the financial statements for the year ended December 31, 2025. Management has determined that there is no impact on the carrying value of the Company's assets and liabilities as a result of this transaction.
| 32 | Recent Accounting Standards Adopted/Issued |
Changes in accounting policies due to new or amended US GAAP standards adopted during the period are disclosed, including impacts on financial results. New pronouncements issued but not yet effective are summarized with potential future effects.
14
|
KPSN & Associates LLP Chartered Accountants |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Teyame AI LLC.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Teyame 360, S.L., a company incorporated in Spain (the Company) as of December 31, 2024, and the related statement of operations, changes in stockholders' equity, and cash flow for the year ended December 31, 2024, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
The financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Reg. Office: No.128, Crown Court, 1st Floor, Cathedral Road, Chennai - 600 086.
LLP identification Number: AAC-8221
15
|
KPSN & Associates LLP Chartered Accountants |
Critical Audit Matters
The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
We determined that there are no critical audit matters.
/s/ KPSN & Associates LLP
We have served as the Company's auditor since 2025.
Chennai, India.
March 31, 2026
Reg. Office: No.128, Crown Court, 1st Floor, Cathedral Road, Chennai - 600 086.
LLP identification Number: AAC-8221
16
TEYAME 360 S.L.
Condensed Balance Sheets
| As at | As at | |||||||||
| Particulars | Notes | December 31, 2024 | December 31, 2023 | |||||||
| ASSETS | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | 4 | $ | 446 | $ | 4,239 | |||||
| Accounts receivable | 5 | 2,545,712 | 3,772,116 | |||||||
| Due from affiliates | 6 | 91,962 | 72,204 | |||||||
| Other current assets | 7 | 278,116 | 316,689 | |||||||
| Total current assets | 2,916,236 | 4,165,248 | ||||||||
| Property and equipment, net | 8 | 1,850,433 | 2,480,339 | |||||||
| Intangible assets, net | 9 | 995,317 | 36,467 | |||||||
| ROU asset | 10 | 42,830 | 36,327 | |||||||
| Investments | 11 | 4,720 | 5,143 | |||||||
| Deferred tax asset | 12 | 717,784 | 818,895 | |||||||
| Other non current assets | 13 | 182,968 | 197,896 | |||||||
| Total assets | $ | 6,710,288 | $ | 7,740,315 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||
| Current liabilities | ||||||||||
| Short term borrowings | 14 | $ | 2,074,625 | $ | 3,871,572 | |||||
| Lease liabilties | 10 | 4,283 | 29,966 | |||||||
| Accounts payable | 15 | 685,964 | 741,912 | |||||||
| Accrued payroll & benefits | 16 | 2,245 | 5,505 | |||||||
| Taxes payable | 12 | 466,933 | 485,579 | |||||||
| Total current liabilities | 3,234,050 | 5,134,534 | ||||||||
| Long term debt | 17 | 2,177,382 | 2,429,669 | |||||||
| Long term lease liabilties | 10 | 45,170 | - | |||||||
| Other long-term liabilities | 18 | 187,556 | 342,895 | |||||||
| Total liabilities | 5,644,158 | 7,907,098 | ||||||||
| Stockholders' equity | ||||||||||
| Common stock, par value $1.07; 110,302 shares issued and outstanding as of December 31, 2024, and December 31, 2023, respectively. | 19 | 117,648 | 117,648 | |||||||
| Additional paid-in capital | 20 | 2,721,528 | 2,721,528 | |||||||
| Retained earnings | 21 | (1,726,018 | ) | (3,000,893 | ) | |||||
| Accumulated other comprehensive deficit | 22 | (47,028 | ) | (5,066 | ) | |||||
| Total stockholders' equity | 1,066,130 | (166,783 | ) | |||||||
| Total liabilities and stockholders' equity | $ | 6,710,288 | $ | 7,740,315 | ||||||
The accompanying notes are an integral part of these financial statements.
17
TEYAME 360 S.L.
Condensed Statement of Operations
| Year ended | Year ended | |||||||||
| Particulars | Notes |
December 31, 2024 |
December 31, 2023 |
|||||||
| Net revenue | 23 | $ | 17,920,415 | $ | 17,147,221 | |||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 24 | 9,938,328 | 10,766,940 | |||||||
| Operating expenses | 25 | |||||||||
| Selling, general & administrative expenses | 5,717,366 | 4,930,130 | ||||||||
| Other operating income | 11,973 | - | ||||||||
| Depreciation and amortization | 652,615 | 1,171,105 | ||||||||
| Total operating expenses | 6,381,954 | 6,101,235 | ||||||||
| Profit from operations | 1,600,133 | 279,046 | ||||||||
| Other Income | 26 | 5,555 | 14,571 | |||||||
| Interest expense | 27 | (276,189 | ) | (276,696 | ) | |||||
| Profit before income taxes | 1,329,499 | 16,921 | ||||||||
| Income tax | 12 | (55,180 | ) | (55,681 | ) | |||||
| Net profit / (loss) | $ | 1,274,319 | $ | (38,760 | ) | |||||
| Net income per common share-basic & diluted | 28 | $ | 11.55 | $ | (0.35 | ) | ||||
| Weighted average shares outstanding used in per common share computations: | ||||||||||
| Basic & Diluted | 110,302 | 110,302 | ||||||||
The accompanying notes are an integral part of these financial statements.
18
TEYAME 360 S.L.
Statement of Cash Flows
| Particulars |
Year ended December 31, 2024 |
Year ended December 31, 2023 |
||||||
| Cash flows from operating activities | ||||||||
| Net income / (loss) | $ | 1,274,319 | $ | (38,760 | ) | |||
| Net unrealised exchange (gain)/ loss | (41,406 | ) | (7,759 | ) | ||||
| Depreciation and amortization | 652,615 | 1,171,105 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) / decrease in current assets | ||||||||
| Accounts receivable | 1,226,402 | 285,015 | ||||||
| Due from affiliates | (19,758 | ) | (72,204 | ) | ||||
| Other current assets | 38,574 | (151,261 | ) | |||||
| Increase / (decrease) in current liabilities | ||||||||
| Lease liabilties (Current) | (25,683 | ) | 26,136 | |||||
| Due to affiliates (Current) | - | (19,863 | ) | |||||
| Accounts payable | (55,948 | ) | (973,579 | ) | ||||
| Accrued payroll & benefits | (3,261 | ) | 2,576 | |||||
| Taxes payable | (73,826 | ) | 12,331 | |||||
| Net cash provided by / (used in) operating activities | 2,972,028 | 233,737 | ||||||
| Interest expense | 276,189 | 276,696 | ||||||
| Income tax expense | 55,180 | 55,681 | ||||||
| Net cash provided by / (used in) operating activities | 3,303,397 | 566,114 | ||||||
| Cash flows from investing activities | ||||||||
| Property and equipment, net | (22,708 | ) | (775,956 | ) | ||||
| Intangible assets, net | (958,850 | ) | 101,627 | |||||
| ROU Asset | (6,503 | ) | 32,296 | |||||
| Investments | 424 | (173 | ) | |||||
| Deferred tax assets | 101,111 | 27,286 | ||||||
| Other non current assets | 14,928 | (6,919 | ) | |||||
| Net cash provided by / (used in) investing activities | (871,598 | ) | (621,839 | ) | ||||
| Cash flows from financing activities | ||||||||
| Short term borrowings | (1,796,947 | ) | (543,381 | ) | ||||
| Long term debt | (528,476 | ) | 681,241 | |||||
| Lease liabilties (Non-current) | 45,170 | (28,897 | ) | |||||
| Other long-term liabilities | (155,339 | ) | (49,156 | ) | ||||
| Net cash provided by / (used in) financing activities | (2,435,591 | ) | 59,807 | |||||
| Net increase / (decrease) in cash and cash equivalents | (3,793 | ) | 4,082 | |||||
| Cash and cash equivalents | ||||||||
| Cash and cash equivalents at the beginning of the period | 4,239 | 157 | ||||||
| Cash and cash equivalents at the end of the period | $ | 446 | $ | 4,239 | ||||
The accompanying notes are an integral part of these financial statements
19
TEYAME 360 S.L.
Statement of Changes in Stockholders' Equity
| Common Stock |
Additional Paid in |
Retained |
Accumulated Other Comprehensive |
Total Stockholders' |
||||||||||||||||||||
| Shares | Amount | Capital | Earnings | Income (Loss) | Equity/(Deficit) | |||||||||||||||||||
| Balance as at December 31, 2022 | 110,302 | $ | 117,648 | $ | 2,721,528 | $ | (2,951,933 | ) | $ | (7,506 | ) | $ | (120,263 | ) | ||||||||||
| Net profit / (loss) | - | - | - | (38,760 | ) | - | (38,760 | ) | ||||||||||||||||
| Adjustments | - | - | - | (10,200 | ) | 2,440 | (7,760 | ) | ||||||||||||||||
| Balance as at December 31, 2023 | 110,302 | 117,648 | 2,721,528 | (3,000,893 | ) | (5,066 | ) | (166,783 | ) | |||||||||||||||
| Net profit | - | - | - | 1,274,319 | - | 1,274,319 | ||||||||||||||||||
| Adjustments | - | - | - | 556 | (41,962 | ) | (41,406 | ) | ||||||||||||||||
| Balance as at December 31, 2024 | 110,302 | $ | 117,648 | $ | 2,721,528 | $ | (1,726,018 | ) | $ | (47,028 | ) | $ | 1,066,130 | |||||||||||
The accompanying notes are an integral part of these financial statements
20
TEYAME 360 S.L.
NOTES TO THE FINANCIAL STATEMENTS
| 1 | Organization Introduction |
| Teyame 360 S.L. ("the Company") is a limited liability company incorporated and domiciled in Madrid, Spain, on October 13, 2010. The Company operates in the fields of advertising, marketing, public relations, and telecommunications, serving a diverse clientele primarily across Spain. Its registered office is located in Madrid, and the Company's authorized capital stands at €3,006, divided into 3,006 shares of €1 each. The Company is managed by a sole administrator as designated under its articles of association. | |
|
Our Services:
The Company provides technology-enabled contact center and telemarketing services to support customer acquisition, sales conversion, appointment setting, customer support, and collections activities. The Company operates a 360-degree campaign management model designed to deliver integrated customer engagement services across multiple channels and business lines. |
|
| 2 | Basis of Preparation |
| The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The Company's functional currency is the euro (EUR), which reflects the currency of the primary economic environment in which it operates. However, these financial statements are presented in United States dollars (USD). Assets and liabilities denominated in euros have been translated into US dollars at the exchange rate prevailing at the balance sheet date, while revenues and expenses have been translated at average exchange rates for the respective reporting periods. The financial statements include the financial position of Teyame 360 S.L. as at December 31, 2024, and the results of its operations and cash flows for the years then ended. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results may differ from those estimates. | |
| 3 | Summary of Significant Accounting Policies |
| 3.1 |
Basis of Accounting: The financial statements are prepared using the accrual basis of accounting, recognizing revenues when earned and expenses when incurred. |
| 3.2 |
Foreign Currency Translation: The functional currency of Teyame 360 S.L. is the euro (EUR). For reporting purposes, assets and liabilities are translated to US dollars (USD) at exchange rates in effect at the balance sheet date, and income and expense items are translated at average exchange rates for the year. |
| 3.3 |
Revenue Recognition: Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectibility is reasonably assured. |
| 3.4 |
Cash and Cash Equivalents: Includes deposits with banks and highly liquid investments with original maturities of three months or less at acquisition. |
| 3.5 | Accounts Receivable: |
| Accounts receivable are carried at original invoice amount less an allowance for doubtful accounts. The allowance for doubtful accounts is based on historical experience and a review of current receivables. Doubtful amounts are identified and written down as impairments when collection is no longer probable. The following table summarizes the aged receivables and provision for impairment as of year-end. |
| 3.6 |
Property, Plant, and Equipment: Stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives ranging from 3 to 10 years. |
21
| 3.7 |
Intangible Assets: Intangible assets subject to amortization are amortized over their estimated useful lives on a straight-line basis. Impairment is reviewed yearly or when events indicate possible decline in value. |
| 3.8 |
Leases: Leases are recognized as right-of-use assets and corresponding lease liabilities upon commencement, measured at the present value of future lease payments. |
| 3.9 |
Income Taxes: Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between financial statement carrying amounts and tax bases. The Company recognizes tax positions only when it is more likely than not that the position will be sustained on examination. |
| 3.10 |
Use of Estimates: Management uses estimates and judgments when preparing financial statements that affect the valuation and presentation of assets, liabilities, income, and expenses. Actual results could differ from those estimates. |
| 4 | Cash and cash equivalents |
| Cash and cash equivalents consist of cash on hand and balances with banks. The Company maintains its cash balances with financial institutions. |
| Particulars |
As at December 31, 2024 |
As at December 31, 2023 |
||||||
| Cash in hand | $ | 72 | $ | 29 | ||||
| Cash at bank | 374 | 4,209 | ||||||
| Total | $ | 446 | $ | 4,239 | ||||
| 5 | Accounts Receivable | ||
| Accounts receivable are stated net of an allowance for doubtful accounts, which is based on historical collection experience and management's assessment. The aging schedule classifies receivables by the length of time they have been outstanding. Significant overdue balances are reviewed regularly and provisions made for estimated uncollectible amounts. | |||
| Particulars |
As at December 31, 2024 |
As at December 31, 2023 |
||||||
| Accounts receivable (gross) | $ | 2,545,712 | $ | 3,772,116 | ||||
| Less: Allowance for doubtful accounts | - | - | ||||||
| Total | $ | 2,545,712 | $ | 3,772,116 | ||||
| 6 | Related Parties |
| Transactions and balances with related parties, including subsidiaries, affiliates, and key management personnel, are disclosed in accordance with US GAAP. The schedule includes receivables, payables, sales, purchases, and other transactions. |
Transactions with Related party balances are as follows,
| Particulars | As at December 31, 2024 | As at December 31, 2023 | ||||||
| Due from affiliates: | ||||||||
| Long-term credit with Datono | $ | 72,338 | $ | 77,751 | ||||
| Teyame Portugal Current Account | 19,010 | 17,107 | ||||||
| Mimonkey Current Account | 614 | - | ||||||
| Current debt with Tey. Direct SL | - | (51,847 | ) | |||||
| Ivan Montero Rebato | - | 19,668 | ||||||
| Teyame Management Current Account | - | 9,525 | ||||||
| Total | $ | 91,962 | $ | 72,204 | ||||
22
| 7 | Other Current Assets |
| Other current assets consist of short-term assets expected to be realized within one year and primarily include receivables and short term credits and investments. These balances are carried at cost and reviewed for recoverability at each reporting date. |
| Particulars |
As at December 31, 2024 |
As at December 31, 2023 |
||||||
| Staff-related receivables | $ | 74,253 | $ | 48,107 | ||||
| Credits with Public Administrations | 1,427 | - | ||||||
| Short-term financial investments | 46,751 | 75,426 | ||||||
| Prepaid Expenses | 155,685 | 193,156 | ||||||
| Total | $ | 278,116 | $ | 316,689 | ||||
| 8 | Property, Plant & Equipment |
| Property, Plant, and Equipment (PPE) are recorded at historical cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which typically range from 3 to 10 years depending on the asset class. Maintenance and repair costs are expensed as incurred, while major improvements and replacements are capitalized. When assets are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the statement of operations. | |
| Property and equipment consist of the following: |
| Particulars |
As at December 31, 2024 |
As at December 31, 2023 |
||||||
| Technical installations | $ | 1,591,249 | $ | 2,087,757 | ||||
| Tools | 373 | 1,607 | ||||||
| Other installations | 10,656 | 21,049 | ||||||
| Furniture | 95,181 | 122,303 | ||||||
| Computer equipment | 150,173 | 233,264 | ||||||
| Other tangible fixed assets | 2,801 | 14,360 | ||||||
| Total | $ | 1,850,433 | $ | 2,480,340 | ||||
| 9 | Intangible Assets |
| Intangible assets are stated at cost less accumulated amortization and any impairment losses. Amortization is computed on a straight-line basis over the estimated useful lives of the assets, which generally range from 3 to 10 years, depending on the nature of the asset. Intangible assets with indefinite lives are not amortized but tested annually for impairment. | |
| Expenditures that extend or enhance the life of intangible assets are capitalized, while costs related to ongoing maintenance are expensed as incurred. The major classes of intangible assets include computer software, development costs, licenses, and trademarks. |
| Intangible assets consist of the following: |
| December 31, 2024 | December 31, 2023 | |||||||||||||||||||||||||||
|
Weighted average Remaining Useful life (Years) |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
||||||||||||||||||||||
| Research and Development Expenses | 5 | $ 4 5,19,173 | $ 3 5,53,465 | $ | 9,65,708 | $ | 35,80,288 | $ | 35,80,288 | $ | - | |||||||||||||||||
| Computer Applications | 4 | 4,06,365 | 3,76,756 | 29,609 | 4,10,673 | 3,74,205 | 36,468 | |||||||||||||||||||||
| $ 4 9,25,538 | $ 3 9,30,221 | $ | 9,95,317 | $ | 39,90,961 | $ | 39,54,493 | $ | 36,468 | |||||||||||||||||||
| Nature of Intangibles | Useful life | |
| Research and Development Expenses | 5 years | |
| Computer Applications | 4 years |
23
| 10 | Lease Obligations |
| Leases are recognized as right-of-use assets and corresponding lease liabilities at the commencement date. Lease liabilities are measured as the present value of the lease payments over the lease term, discounted at the appropriate rate. Right-of-use assets are depreciated over the lease term or useful life, whichever is shorter. The schedule presents lease obligations, classified as current and non-current liabilities, with maturity dates and lease terms. The Company assesses leases for impairment and lease modifications in accordance with US GAAP. |
| Short-term lease obligations: | ||||||||
| Particulars |
As at December 31, 2024 |
As at December 31, 2023 |
||||||
| Lease liabilties | $ | 4,283 | $ | 29,966 | ||||
| Long term lease obligations: | ||||||||
| Particulars |
As at December 31, 2024 |
As at December 31, 2023 |
||||||
| ROU asset | $ | 42,830 | $ | 36,327 | ||||
| Long term lease liabilties | $ | 45,170 | $ | - | ||||
| 11 | Investments |
| Investments represent equity instruments held by the Company. Such investments are accounted for in accordance with US GAAP. The investments are measured at fair value as of each reporting date. Equity method investments are adjusted for the Company's share of investees' earnings or losses. The schedule details significant investments, carrying amounts, and income recognition. |
| Particulars |
As at December 31, 2024 |
As at December 31, 2023 |
||||||
| Exclusive Participation | $ | 1 | $ | 1 | ||||
| Mimonkey Shares 100% | 3,117 | 3,311 | ||||||
| Capital Contribution UTE NTT Date UBT2 51.40% | 1,602 | - | ||||||
| Capital Contribution to UTE Everis | - | 1,831 | ||||||
| Total | $ | 4,720 | $ | 5,143 | ||||
| 12 | Income Taxes |
| Income tax expense includes current and deferred taxes, calculated based on enacted tax laws. Deferred taxes arise from temporary differences between book and tax bases of assets and liabilities. The schedule includes deferred tax assets and liabilities with explanations of valuation allowances if applicable. |
| Particulars |
As at December 31, 2024 |
As at December 31, 2023 |
||||||
| Deferred tax asset | $ | 717,784 | $ | 818,895 | ||||
| Taxes payable | $ | 466,933 | $ | 485,579 | ||||
| Income tax | $ | 55,180 | $ | 55,681 | ||||
| 13 | Other Non-Current Assets |
| Other non-current assets consist of long-term assets not classified elsewhere and are expected to be realized beyond one year from the reporting date. These primarily include Security Deposits and Bonds, and are recorded at cost, net of any impairment, if applicable. The balance as at December 31, 2024 and 2023 are $1,82,968 and $1,97,896 respectively. | |
| 14 | Short-Term borrowings |
| Short-term borrowings consist of obligations with original maturities of less than one year and are recorded at the principal amount outstanding plus accrued interest. Interest expense incurred on these borrowings is included in interest expense in the accompanying statement of operations. |
| Particulars |
As at December 31, 2024 |
As at December 31, 2023 |
||||||
| Debts with credit institutions | $ | 2,074,625 | $ | 3,871,572 | ||||
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| 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. |
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| 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. |
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| 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. |
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