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

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.

 

3

 

 

TEYAME 360 S.L.

Condensed Statement of Operations

 

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

 

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

 

4

 

 

TEYAME 360 S.L.

Statement of Cash Flows

 

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

 

The accompanying notes are an integral part of these financial statements

 

5

 

 

TEYAME 360 S.L.

Statement of Changes in Stockholders’ Equity

 

   Common Stock   Additional
Paid
   Retained  

Accumulated
Other

Comprehensive

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

 

  

The accompanying notes are an integral part of these financial statements

 

6

 

 

TEYAME 360 S.L.

NOTES TO THE FINANCIAL STATEMENTS

 

1Organization 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.

 

2Basis 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.

 

3Summary of Significant Accounting Policies

 

3.1Basis of Accounting:

 

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

 

3.2Foreign 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.

 

3.3Revenue 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.

 

3.4Cash and Cash Equivalents:

 

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

 

7

 

 

3.5Accounts 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.

 

3.6Property, 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.

 

3.7Intangible 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.

 

3.8Leases:

 

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

 

3.9Income 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.

 

3.10Use 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. 

 

4Cash 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 

 

5Accounts 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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6Related 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 

  

7Other 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 

  

8Property, 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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9Intangible 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

 

10Lease 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 

 

11Investments

 

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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12Income 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)

 

13Other 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.

 

14Short-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 

 

15Accounts 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 

 

16Accrued 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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17Long-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 

 

18Other 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 

 

19Share 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.

 

20Additional 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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21Retained 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)

 

22Accumulated 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.

 

23Revenue 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.

 

24Cost 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.

 

25Operating 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

 

 

26Other 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.

 

27Interest 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.

 

28Net 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 

 

29Use 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.

 

30Commitments & 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.

 

31Subsequent 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.

 

32Recent 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.

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

   
2 Basis of Preparation
   
  The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s functional currency is the euro (EUR), which reflects the currency of the primary economic environment in which it operates. However, these financial statements are presented in United States dollars (USD). Assets and liabilities denominated in euros have been translated into US dollars at the exchange rate prevailing at the balance sheet date, while revenues and expenses have been translated at average exchange rates for the respective reporting periods. The financial statements include the financial position of Teyame 360 S.L. as at December 31, 2024, and the results of its operations and cash flows for the years then ended. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results may differ from those estimates.
   
3 Summary of Significant Accounting Policies
   
3.1

Basis of Accounting:

 

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

   
3.2

Foreign Currency Translation:

 

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

   
3.3

Revenue Recognition:

 

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

   
3.4

Cash and Cash Equivalents:

 

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

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

 

3.6

Property, Plant, and Equipment:

 

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

 

21

 

 

3.7

Intangible Assets:

 

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

   
3.8

Leases:

 

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

   
3.9

Income Taxes:

 

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

   
 3.10

Use of Estimates:

 

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

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

 

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

 

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

 

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

 

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

 

Transactions with Related party balances are as follows,

 

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

 

22

 

 

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

 

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

 

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

 

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

 

9 Intangible Assets
   
  Intangible assets are stated at cost less accumulated amortization and any impairment losses. Amortization is computed on a straight-line basis over the estimated useful lives of the assets, which generally range from 3 to 10 years, depending on the nature of the asset. Intangible assets with indefinite lives are not amortized but tested annually for impairment.
   
  Expenditures that extend or enhance the life of intangible assets are capitalized, while costs related to ongoing maintenance are expensed as incurred. The major classes of intangible assets include computer software, development costs, licenses, and trademarks.

 

  Intangible assets consist of the following:

 

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

 

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

 

23

 

 

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

 

Short-term lease obligations:        
         
Particulars  As at
December 31,
2024
   As at
December 31,
2023
 
Lease liabilties  $4,283   $29,966 

 

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

 

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

 

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

 

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

 

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

 

13 Other Non-Current Assets
   
  Other non-current assets consist of long-term assets not classified elsewhere and are expected to be realized beyond one year from the reporting date. These primarily include Security Deposits and Bonds, and are recorded at cost, net of any impairment, if applicable. The balance as at December 31, 2024 and 2023 are $1,82,968 and $1,97,896 respectively.
   
14 Short-Term borrowings
   
  Short-term borrowings consist of obligations with original maturities of less than one year and are recorded at the principal amount outstanding plus accrued interest. Interest expense incurred on these borrowings is included in interest expense in the accompanying statement of operations.

 

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

 

24

 

 

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

 

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

 

16 Accrued Payroll & Benefits
   
  Accrued payroll and benefits represent salaries, wages, bonuses, and related employee benefits earned by employees but not yet paid as of the reporting date. These amounts are recognized in the month in which the related services are rendered and are generally settled in the subsequent month.The balance is largely attributable to compensation accrued in the last month of the reporting period and is generally settled in the subsequent month. Personnel pending payments (remuneration pending payment) as at December 31, 2024 and 2023 are $2,245 and $5,505 respectively.
   
17 Long-Term Debt
   
  Long-term debt consists primarily of bank loans and other financing arrangements, which are initially recorded at the proceeds received, net of transaction costs. Subsequently, these liabilities are measured at amortized cost using the effective interest method. Interest expense is recognized over the term of the debt based on the effective interest rate.

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

 

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

 

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

 

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

 

19 Share capital
   
  The Company’s authorized share capital consists of 110,302 common shares with a par value of $1.07 per share. As of December 31, 2024 and 2023, all authorized shares were issued, fully subscribed, and outstanding.
   
20 Additional paid-in capital
   
  Additional paid-in capital represents the excess of consideration received over the nominal value of shares issued by the Company. As of December 31, 2024 and 2023, additional paid-in capital amounts to $27,21,528.

 

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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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