Elite Health Systems Inc.

To the Shareholders and Board of Directors of Elite Health Systems, Inc. and its subsidiaries

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Elite Health Systems, Inc. and its subsidiaries (collectively, the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, equity and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial doubt about the Company’s ability to continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the consolidated financial statements, the Company has an accumulated deficit of $12,249,000 as of December 31, 2025, and the company has incurred a net loss of $7,804,000 and $2,055,000 for the year ended December 31, 2025, and 2024 respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note B to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the company’s consolidated 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 consolidated 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 audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

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

Impairment of Goodwill

As described in Note H to the consolidated financial statements, the Company lost a key customer of one of its subsidiaries, which was considered as an event to assess Goodwill impairment as of December 31, 2025. Based on management’s evaluation of the subsidiary’s cash flows, the Company recorded goodwill impairment of $3,978,000.

Auditing the Company’s goodwill impairment was complex due to the significant judgment and estimation uncertainty involved in determining the fair value of the subsidiary. The significant assumptions used to estimate the fair value of the subsidiary included projected revenue growth, cash flow, discount rate etc. These significant assumptions are forward-looking and could be affected by future company-specific, economic and market conditions.

Addressing this matter involved performing procedures and evaluating audit evidence in forming our overall opinion on the financial statements. These procedures included, among others: (i) Obtaining an understanding of management’s process for impairment assessment; (ii) evaluating the appropriateness of management’s impairment assessment methodology; (iii) assessing the reasonableness of key assumptions used in the valuation; and (iv) assessing the adequacy of the Company’s disclosures related to the goodwill impairment.

/s/ Mercurius & Associates LLP

Mercurius & Associates LLP

We have served as the Company’s auditor since 2022.

New Delhi, India

April 15, 2026