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美国

证券交易委员会

华盛顿特区 20549

10-Q/A 表格

(第 2 次修订)

(选择一项)

☒

根据 1934 年证券交易法第 13 条或第 15(d) 条提交的季度报告

截至2026 年 3 月 31 日的季度期间

☐

根据 1934 年证券交易法第 13 条或第 15(d) 条提交的过渡报告

委员会文件编号 000-56482

$\"global_10qimg1.jpg\"$

全球科技公司

(注册人章程中指定的准确名称)

内华达州		82-3926338
(州或其他司法管辖区)		(美国国税局雇主
成立或组织)		识别号码)

3550 Barron Way Suite 13a, Reno, NV 89511

(主要执行办公室地址，包括邮编。)

(775) 624-4817

(电话号码，包括区号)

无

(如自上次报告以来名称、地址或财政年度有所更改，请注明)

根据法案第 12(b) 条注册的证券：无。

通过勾选方框表明注册人 (1) 是否已提交根据 1934 年证券交易法第 13 条或第 15(d) 条在前 12 个月内（或注册人需提交此类报告的较短期间）要求提交的所有报告，以及 (2) 是否在过去 90 天内受到此类提交要求的约束。是 ☒ 否 ☐

通过勾选方框表明注册人是否在前 12 个月内（或注册人需提交此类文件的较短期间）根据 S-T 规则第 405 条（本章第 232.405 条）提交了所有要求提交的交互式数据文件。是 ☒ 否 ☐

通过勾选方框表明注册人是大型加速提交者、加速提交者、非加速提交者，还是较小的报告公司。请参见《交易法》第 12b-2 条中对“大型加速提交者”、“加速提交者”和“较小的报告公司”以及“新兴成长公司”的定义。

大型加速提交者	☐	加速提交者	☐
非加速提交者	☒	较小的报告公司	☒
		新兴成长公司	☒

如果是一家新兴成长公司，请通过勾选方框表明注册人是否选择不使用根据《交易法》第 13(a) 条提供的任何新修订的财务会计标准的延长过渡期。 ☐

通过勾选方框表明注册人是否为壳公司（根据《交易法》第 12b-2 条定义）。是 ☐ 否 ☒

说明注册人每种普通股类别的股份在最新可行日期的流通数量：截至 2026 年 5 月 15 日，有 50,357,032 股普通股。

说明性备注

GlobalTech Corp.（“我们”、“我们”、“GlobalTech”或“公司”）正在根据10-Q/A表格提交第2次修正案（“10-Q/A表格”或“第2次修正案”），以修正和重述原本于2026年3月31日季度提交的10-Q表格季度报告中的某些项目，该报告最初于2026年5月15日提交给证券交易委员会（“SEC”），并由第1次修正案进行了修正，该修正案于2026年8月13日提交给SEC（通过第1次修正案修正后的“原始10-Q表格”）。“,

年度财务报表的重述

如公司于2026年10月2日向SEC提交的8-K表格中所披露的那样，2026年9月29日，公司董事会（“董事会”）的审计委员会（“审计委员会”），在与公司管理层及其独立注册会计师事务所Zahid Jamil & Co（“Zahid”）讨论后，得出结论认为，以下已发布的财务报表中存在重大错误，应予以重述，并且不应再依赖：(i) 公司截至2025年12月31日年度的经审计合并财务报表，包含在公司2025年12月31日年度的10-K表格年度报告中，该报告于2026年3月31日提交给证券交易委员会（“SEC”）；(ii) 公司截至2026年3月31日三个月期间的未审合并财务报表，包含在公司该期间的10-Q表格季度报告中，该报告于2026年5月15日提交给SEC；以及(iii) 公司截至2026年6月30日三个月和六个月期间的未审合并财务报表，包含在公司该期间的10-Q表格季度报告中，该报告于2026年8月13日提交给SEC（统称为“先前财务报表”）。“,

该不可依赖的决定是由于公司在根据会计准则汇编（ASC）740-10-30-23至45-6以及ASC 740-10-30-21至30-22的规定，对截至2025年12月31日的递延税资产的实现性进行会计处理时出现了错误（“错误”）。公司得出结论认为，其之前的会计处理未能适当考虑截至2025年12月31日存在的客观可验证的负面证据，并且对未来的应税收入的主观预测给予了过多依赖。因此，公司确定之前的会计处理构成了一项需要根据ASC 250进行更正的错误。

第2次修正案包括截至2025年12月31日和2026年3月31日的重述财务报表，以及截至2026年3月31日三个月期间的财务报表，以更正该错误。

有关该错误和重述的更多信息，请参阅本报告附带的合并财务报表中的第36号注释，即“先前发布合并财务报表的重述”。“,

内部控制考虑

在与上述错误更正以及修订本修正版季度报告10-Q/A中所载比较财务报表有关的情况下，公司得出结论认为，截至2026年3月31日的披露控制和程序仍然无效，原因是之前在公司2025年12月31日止年度报告10-K的第二部分第9A项“控制和程序”中披露的未纠正的重大缺陷，以及与上述错误相关的财务报告内部控制的重大缺陷。请参阅本修正版季度报告10-Q/A第一部分第4项“控制和程序”。

反向股票分割

2025年12月29日，在股东特别会议上，公司股东授权董事会以1比2至1比10的比率对公司已发行和流通的普通股进行反向股票分割。根据此授权，董事会批准了1比3的反向股票分割（“反向股票分割”）。公司于2026年8月24日向内华达州州务卿提交了修正章程，并且反向股票分割于2026年8月27日生效。

反向股票分割将每三股已发行和流通的普通股合并为一股普通股，且不改变每股面值0.0001美元。反向股票分割产生的零碎股被向上取整为整数股。

除非另有明确说明，本10-Q/A季度报告中呈现的普通股和每股信息均已追溯调整，以反映反向股票分割。

本次申报中更正的事项

本修正案第2号更正了原始10-Q表的以下事项，并重新表述了原始10-Q表的其他事项，按最初提交的内容：

	·	第一部分第1项“财务报表”，（仅用于影响和讨论反向股票分割，进行更正和更新以解决错误，并进行某些其他更新和更正，并包括相关的脚注和更新的脚注）
	·	第一部分第2项“管理层讨论与分析财务状况和经营成果”，（仅用于影响和讨论反向股票分割，并进行更正和更新以解决错误，并删除之前对非公认会计准则运营亏损的引用）
	·	第二部分第2项“未注册的股权证券销售和资金使用”，（仅用于影响反向股票分割）以及
	·	第二部分第6项“附件”，（仅用于更新之前提交的某些附件）。

除了上述事项中包含为解决反向股票分割、更正错误以及更正原始10-Q表中的某些其他小错误而对原始10-Q表所做的更改外，修正案第2号并未以其他方式更改或更新由修正案第1号修订的原始10-Q表中所列的任何披露内容，也不反映原始10-Q表提交后发生的事件。

除其他事项外，原始10-Q表中的前瞻性声明未反映在原始10-Q表提交后公司发生的事件或已知的事实，此类前瞻性声明应在其历史背景中阅读。除非上下文另有要求，本文中对“季度报表10-Q”的引用均指本第2号修正案。

根据适用的证券交易委员会规则，本第2号修正案包括更新的签名页以及公司首席执行官和首席财务官在附件31.1、31.2、32.1和32.2中的认证，这符合规则12b-15的要求。

			页
行业术语表		3

关于前瞻性声明的谨慎说明		4

第一部分财务信息
第1项。	经调整的合并财务报表（未审计）		5
	截至2026年3月31日（未审计）和2025年12月31日的经调整的合并资产负债表		5
	截至2026年3月31日和2025年3月31日三个月的经调整的合并损益表（未审计）		6
	截至2026年3月31日和2025年3月31日三个月的经调整的合并综合收益表（未审计）		7
	截至2026年3月31日和2025年3月31日的月份的经调整的合并现金流量表（未审计）		8
	截至2026年3月31日和2025年3月31日三个月的经调整的合并股东权益表（未审计）		9
	经调整的合并财务报表的附注（未审计）		10
第2项。	管理层讨论与分析财务状况和经营成果		52
第3项。	关于市场风险的定量和定性披露		63
第4项。	内部控制和程序		64

第二部分其他信息
第1项。	法律诉讼		65
第1A项。	风险因素		65
第2项。	未注册的股权证券销售和资金使用		65
第3项。	高级证券违约		65
第4项。	矿区安全披露		65
第5项。	其他信息		65
第6项。	附件		66

行业术语表

以下为本文件中使用的某些术语的缩写、首字母缩略词和定义，这些术语在我们行业中经常使用：

“AI”表示人工智能。

“ARD”表示年度监管费用。

“BEPS”表示税基侵蚀和利润转移，这是利用国家税法中的漏洞和不匹配来将利润转移到低税或无税地区的税收筹划策略。

“CESTAT”表示巴基斯坦海关、消费税和销售税上诉法庭。

“CIR”表示巴基斯坦联邦税务局的内陆税收专员。

“DPLC”表示国内私人租赁电路，是国家内两个地点之间的私人点对点连接，确保带宽的独家使用。

“ECA” 指的是 2018 年美国出口管制改革法案。

“FCPA” 指的是美国反海外腐败法。

“Fiber” 是用于传输电信光信号的玻璃或其他透明固体的细而柔软的纤维。

“FTTH” 指的是光纤到户，一种使用光纤将高速互联网直接传输到单个建筑的宽带互联网技术。

“GoP” 指的是巴基斯坦政府。

“ICH” 指的是国际清算所。

“IT” 指的是信息技术。

“LDI” 指的是该公司拥有 55% 股权的子公司 WorldCALL Public 的长途及国际网络。

“LHC” 指的是拉合尔高等法院。

“MoIT&T” 指的是巴基斯坦信息通信技术部。

“OECD” 指的是经济合作与发展组织。

“OLT” 指的是光线路终端，是 PON 中的一块硬件，作为服务提供商的端点，将电信号转换为光信号，通过光纤电缆进行传输，并管理多个用户的网络数据流量。

“ONT” 指的是光网络终端，是一种作为光网络端点的设备，用于将用户连接到网络。

“Ordinance” 指的是巴基斯坦 2001 年所得税条例。

“PEMRA” 指的是巴基斯坦电子媒体监管局。

“PON” 指的是无源光网络，是一种使用仅无源设备传输信号的光纤电信网络。

“PSX” 指的是巴基斯坦证券交易所。

“PTA” 指的是巴基斯坦电信局。

“Telecommunications Act” 指的是巴基斯坦《电信（重组）法案》1996 年，经修订。

“Telecommunications Rules” 指的是根据《电信法》制定的规则和规章。

“VOIP” 指的是互联网协议语音。

关于前瞻性声明的警示说明。

本季度报告中讨论的某些事项可能构成前瞻性声明。您可以通过这些声明中包含的词语（如“相信”、“预期”、“可能”、“将”、“应”、“寻求”、“大约”、“意图”、“计划”、“估计”、“预期”或类似表述）来识别前瞻性声明，这些词语涉及我们的战略、计划或意图。我们关于预计和预测的收益、利润率、成本、支出、现金流、增长率和财务结果的所有声明均为前瞻性声明。此外，我们通过高级管理层不时作出有关我们预期未来运营和业绩及其他发展的前瞻性公开声明。所有这些前瞻性声明均受可能随时变化的风险和不确定性的影响，因此，我们的实际结果可能与我们预期的有重大差异。我们大多数前瞻性声明来源于我们的运营预算和预测，这些预算和预测基于许多详细假设。虽然我们认为这些假设是合理的，但我们提醒您，预测已知因素的影响非常困难，当然，我们也不可能预见所有可能影响我们实际结果的因素。可能还有其他目前我们尚未了解或目前认为不重要的因素，可能导致我们的实际结果与前瞻性声明有重大差异。

前瞻性声明包括但不限于以下内容：

	·	我们可能需要额外资本，以及此类资本的条款和由此产生的潜在稀释；
	·	我们面临与巴基斯坦业务相关的外汇汇率损失、波动和折算风险；
	·	国际经济环境、地缘政治发展和意外全球事件可能导致我们的业务下滑；
	·	我们业务所在的新兴市场比在更发达市场投资面临更大的风险，包括重大的政治、法律和经济风险；
	·	由于我们大多数客户尚未与我们签订长期固定合同，我们的收入表现具有不可预测性；
	·	我们在高度竞争的市场中竞争的能力，我们预计这种竞争只会变得更加激烈，因此我们可能在扩大客户群或保留现有客户方面遇到困难；
	·	我们跟上技术变化和行业标准发展的能力，这可能损害我们的竞争地位，并进而对我们的业务产生重大损害；
	·	网络攻击和其他网络安全威胁可能导致电信、数字和金融服务受损或无法访问，以及机密信息的泄露或未经授权的处理，这可能导致客户对我们服务失去信心；
	·	电信行业的高度资本密集性，需要大量且持续的资本支出；
	·	我们的互联协议条款以及对第三方拥有的基础设施和网络的接入，我们对此没有直接控制权；
	·	许可费用的增加；
	·	与我们继续以不被视为根据《1940年投资公司法》（经修订）规定的投资公司的方式开展业务的能力相关的风险；
	·	重要的知识产权权利的丧失，以及第三方声称我们侵犯了他们的知识产权权利；
	·	我们大量的债务和债务偿还义务；
	·	我们保持对Worldcall Telecom Limited和123 Investments Limited的所有权控制能力；
	·	利益冲突；
	·	我们遵守各种法律法规的能力；
	·	我们的经营子公司、资产以及部分高管和董事位于巴基斯坦；
	·	法律纠纷、索赔和诉讼的结果；
	·	我们获得和维持许可证的能力；
	·	巴基斯坦及全球的经济衰退、通货膨胀和利率的变化、由此产生的借款成本增加以及此类资金可用性的潜在下降；
	·	与未来出售、资产出售、合资企业和收购相关的风险；
	·	未来经营成果；以及
	·	本报告中包含的其他计划、目标、期望和意图，而非历史事实。

所有归因于我们或代表我们行事的人的前瞻性声明和预测仅适用于本报告的日期，并通过本报告中包含的警示性声明全文明确限定。我们不承担更新或修订我们或代表我们作出的任何书面或口头前瞻性声明的义务，以反映本声明作出后的事件或情况，或反映未预见事件的发生。

在本报告中，“我们”、“我们”、“我们的”和“公司”一词指的是GlobalTech Corporation，这是一家内华达州公司及其合并子公司。公司作为其合并子公司的控股公司，其详细讨论如下。

第一部分。

第1项。财务报表。

GLOBALTECH CORPORATION

合并资产负债表（未经审计）

截至2026年3月31日和2025年12月31日

	3月 31日，			12月31日，
	2026			2025
资产	（未经审计）重述			重述
流动资产：
现金及现金等价物	$	571,222			$	528,717
受限现金		2,754,669				2,721,030
应收账款 - 净额 - 质押		7,996,528				8,283,057
短期投资 - 质押		1,010,895				1,037,131
预付款		1,021,733				960,235
存货和备件 - 质押		88,510				835,010
库存		4,504,006				5,225,746
预付款		4,526,074				4,332,758
来自关联方的应收款		58,883				158,203
其他应收款		1,415,880				1,426,910
流动资产总额		23,948,400				25,508,797
固定资产 - 抵押		15,862,645				16,074,411
经营租赁使用权资产		1,397,282				1,248,106
无形资产 - 净额 - 质押		45,280,247				46,253,581
商誉		4,826,375				4,826,375
对关联方的预付款		3,481,536				3,360,688
长期应收款和其他资产		3,343,373				3,232,132
递延税资产		-				-
总资产	$	98,139,858			$	100,504,090
负债和股东权益
流动负债：
应付账款和其他应付款	$	38,339,257			$	38,416,828
非流动负债的当期部分		9,192,853				8,896,008
应计利息		4,216,849				4,044,858
短期借款 - 质押		3,656,787				2,949,049
应付关联方		345,959				347,416
应纳税款准备金 - 净额		654,075				634,002
流动负债总额		56,405,780				55,288,161
定期金融证书		-				-
长期融资 - 有担保		485,341				623,629
长期融资 - 可转换		1,625,000				1,625,000
长期存款和应付款		1,908,250				1,687,168
许可费应付款		162,808				162,228
经营租赁负债		979,894				977,792
递延税负债		5,810,857				5,761,487
退休后福利		739,342				704,377
应付关联方		2,355,964				2,243,820
非流动负债总额		14,067,456				13,785,501
总负债	$	70,473,236			$	69,073,662
或有事项和承诺

股东权益：
Preferred stock, $0.0001 par value – authorized 50,000,000 shares of Series A Convertible Preferred Stock 82,800 and 82,800 issued and outstanding at March 31, 2026 and December 31, 2025, respectively		8,280,000				8,280,000
Common stock, $0.0001 par value - 500,000,000 shares authorized and 50,357,032 and 50,239,698 issued and outstanding shares at March 31, 2026 and December 31, 2025, respectively.		5,036				5,024
Additional paid in capital		12,284,357				11,580,369
Accumulated other comprehensive loss		(564,304	)			(322,182	)
Accumulated deficit		(46,582,858	)			(44,462,692	)
SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO PARENT		(26,577,769	)			(24,919,481	)
Non – controlling interest		54,244,391				56,349,909
TOTAL SHAREHOLDERS’ EQUITY		27,666,622				31,430,428
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	98,139,858			$	100,504,090

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

Table of Contents

GLOBALTECH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

	2026 (Restated)			2025
NET REVENUE	$	10,425,009			$	4,341,720
Direct operating costs (exclusive of depreciation and amortization shown below)		(7,506,868	)			(3,931,698	)
Other operating costs		(4,231,632	)			(641,745	)
Depreciation and amortization		(1,908,637	)			(501,098	)
Other expenses		(24,974	)			(210,851	)
OPERATING LOSS		(3,247,102	)			(943,672	)
OTHER:
Other income – net		83,588				218,938
Finance cost		(801,238	)			(346,737	)
LOSS BEFORE TAXATION		(3,964,752	)			(1,071,471	)
Taxation		(64,574	)			(53,733	)
NET LOSS	$	(4,029,326	)		$	(1,125,204	)
NET LOSS ATTRIBUTABLE TO:
Common shareholders of GlobalTech Corporation		(2,120,166	)			(621,113	)
Non - controlling interest (NCI)		(1,909,160	)			(504,091	)
		(4,029,326	)			(1,125,204	)
Loss per common share: basic and diluted	$	(0.042	)		$	(0.013	)
Weighted-average common shares used to compute basic and diluted loss per share		50,276,540				46,644,464

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

Table of Contents

GLOBALTECH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

	FOR THE THREE MONTHS
	ENDED
	2026 (Restated)			2025
NET LOSS	$	(4,029,326	)		$	(1,125,204	)

Items that will not be reclassified to profit or loss:
Changes in fair value of financial assets through other comprehensive income		-				-
Foreign currency translation adjustment		(438,480	)			533,103
Other Comprehensive income (loss) - net of tax		(438,480	)			533,103

COMPREHENSIVE LOSS		(4,467,806	)			(592,101	)

COMPREHENSIVE LOSS ATTRIBUTABLE TO:
Common shareholders of GlobalTech Corporation	$	(2,362,288	)		$	(326,840	)
Non - controlling interest (NCI)		(2,105,518	)			(265,261	)
	$	(4,467,806	)		$	(592,101	)

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

Table of Contents

GLOBALTECH CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,029,326	)		$	(1,125,204	)
Adjustment for non-cash charges and other items:
Depreciation and amortization		1,908,637				501,098
Gain on disposal of tangible assets		(1,272	)			-
Fair value loss on short term investment		22,820
Interest accretion on liabilities		793,200				346,737
Liabilities written off on settlements with parties		-				(126,488	)
Post-employment benefits		32,410				35,592
Income on deposits, advances and savings accounts		(1,162	)			(71,822	)
Exchange loss on liabilities		(72,388	)			137,142
Changes in operating assets and liabilities:
Stores and spares		(5,085	)			1,506
Inventory		1,473,323
Accounts receivables		286,530				(257,356	)
Advances		(193,317	)			(68,652	)
Short term investment		26,236				11,943
Prepayments		(61,497	)			38,097
Due from related parties		99,320
Other receivables		110,348				(192,162	)
Trade and other payables		(79,033	)			244,317
Increase / (Decrease) in non-current liabilities and assets:
Long term deposits and payables		221,081				(57,383	)
Due to related parties		112,144				(161,435	)
Long term loans and other assets		(111,241	)			(46,384	)
Post employment benefits paid		-				(46,247	)
Income on deposit and savings accounts		1,162				71,822
Lease rental payments		(166,531	)			(31,818	)
Finance cost paid		(668,306	)			(163,439	)
Income tax paid		(5,509	)			(11,697	)
Net cash used in operating activities		(307,456	)			(971,833	)
经营活动的现金流量
购置物业、厂房和设备 - 净额		(94,157	)			(16,808	)
IRU资产的取得		(343,409	)			-
对关联方的预付款		(120,848	)			-
投资活动产生的净现金流出		(558,414	)			(16,808	)
筹资活动的现金流量
长期融资的偿还		(28,617	)			(10,837	)
对董事贷款的支付						(40,271	)
发行普通股		704,000				-
筹资活动产生的净现金流入（流出）		675,383				(51,108	)
现金及现金等价物的净减少额		(190,487	)			(1,039,749	)
期初现金及现金等价物		3,249,747				3,455,270
汇率影响		266,631				575,085
期末现金及现金等价物	$	3,325,891			$	2,990,606
补充信息 - 期间支付的现金：
所得税	$	(5,509	)		$	(11,697	)
利息	$	(668,306	)		$	(163,439	)

现金及现金等价物，用于现金流量表，包括以下内容：
现金及现金等价物	$	571,222			$	290,894
受限现金		2,754,669				2,699,712
	$	3,325,891			$	2,990,606

附注是这些未经审计的合并财务报表不可分割的一部分。

GLOBALTECH CORPORATION

合并股东权益表 （未经审计）

截至2026年3月31日及2025年3月31日的三个月

重述

	优先股		股息在优先			普通股		额外投入资本	其他综合收益		折算					累计	归属于			非控制
项目	股份数量		金额			股票		股份数量	金额		资本			损失		储备	总计			亏损			母公司		权益		总计
2026年1月1日的余额		82,800		$	8,280,000		$	-		50,239,698		$	5,024			11,580,369	$	(1,810,278	)		$	1,488,096		$	(322,182	)	$	(44,462,692	)	(24,919,481	)	$	56,349,909		$	31,430,428
期间归属于公司的净亏损		-			-			-		-			-					-				-			-			(2,120,166	)	(2,120,166	)		(1,909,160	)		(4,029,326	)
期间其他综合损失 - 税后		-			-			-		-			-					-				(242,122	)		(242,122	)		-		(242,122	)		(196,358	)		(438,480	)
期间综合收益总额 - 税后		-			-			-		-			-					-				(242,122	)		(242,122	)		(2,120,166	)	(2,362,288	)		(2,105,518	)		(4,467,806	)
发行普通股										117,334			12			703,988		-				-			-			-		704,000			-			704,000
2026年3月31日的余额		82,800		$	8,280,000		$	-		50,357,032		$	5,036			12,284,357	$	(1,810,278	)		$	1,245,974		$	(564,304	)	$	(46,582,858	)	(26,577,769	)	$	54,244,391		$	27,666,622
2025年1月1日的余额		-		$	-		$	-		46,644,464		$	4,664		$	9,329	$	(1,828,970	)		$	932,473		$	(896,497	)	$	(38,110,867	)	(38,993,371	)	$	49,841,283		$	10,847,912
期间归属于公司的净亏损		-			-			-		-			-					-				-			-			(621,113	)	(621,113	)		(504,091	)		(1,125,204	)
期间其他综合损失 - 税后		-			-			-		-			-					-				294,273			294,273					294,273			238,830			533,103
期间综合收益总额 - 税后		-			-			-		-			-					-				294,273			294,273			(621,113	)	(326,840	)		(265,261	)		(592,101	)
2025年3月31日的余额		-			-			-		46,644,464		$	4,664			9,329	$	(1,828,970	)		$	1,226,746		$	(602,224	)	$	(38,731,980	)	(39,320,211	)	$	49,576,022		$	10,255,811

附注是这些合并财务报表不可分割的一部分。

GLOBALTECH CORPORATION

未经审计的合并财务报表附注

截至2026年3月31日及2025年3月31日的三个月

（未经审计）

1. 组织与业务

GlobalTech Corporation（“公司”）是一家内华达州公司，于2017年12月12日以Elko Broadband Inc（“EBI”）的名称成立。根据第1.1节中披露的重组计划，公司于2022年3月23日更改名称为GlobalTech Corporation。GlobalTech Corporation是一家科技、宽带和电信、电子商务和零售服务公司，并提供这些服务。

1.1 Worldcall Holding Inc. 与 GlobalTech Corporation 之间的重组计划和协议。

一份于2021年12月31日签订的重组计划和协议，由Elko Broadband Inc.（现为GlobalTech Corporation）和Worldcall Holding Inc.（“WHI”）之间签订，其中WHI的所有业务资产、财产和负债被交换为GlobalTech Corporation（前身为Elko Broadband Inc.，“EBI”）的39,099,824股普通股，每股面值0.0001美元。2022年3月23日，EBI将其名称变更为GlobalTech Corporation。

该重组计划和协议被记账为反向收购，其中EBI是法律上的收购方（会计上的被收购方），而WHI是法律上的被收购方（会计上的收购方）。

该交易已经完成，公司普通股在场外交易（OTC）市场的交易于2024年4月24日开始。

1.2. 法律子公司

1.2.1. WorldCall Telecom Limited

公司通过关联方直接和间接拥有并控制WorldCall Telecom Limited（“WTL”）约55%的股份。

WTL是一家在巴基斯坦注册的上市公司，于2001年3月15日根据已废止的《1984年公司条例》（现为《2017年公司法》）注册成立。其股票在巴基斯坦证券交易所上市。WTL于2004年12月1日开始运营，主要从事在巴基斯坦提供无线本地环路（“WLL”）和长途及国际（“LDI”）服务；转播国际/国家卫星/地面无线和有线电视及广播信号；互动通信以及建立、维护和运营许可的电话服务和技术服务。WTL已获得巴基斯坦电信管理局（“PTA”）和巴基斯坦电子媒体监管局（“PEMRA”）的许可以进行上述业务。WTL注册地在巴基斯坦，其注册办公室/主要营业地点位于巴基斯坦拉合尔Kot Lakhpat的Quaid-e Azam工业区S区第112-113号地块。

可变利益实体（VIE） – Worldcall Telecom Limited

VIE评估

根据会计准则汇编（ASC）810-10-25，公司评估了WTL以确定其是否为可变利益实体。根据该评估，公司得出结论认为，WTL符合VIE的定义，原因包括：

	·	权益不足，表现为持续的经营亏损、流动性限制和对外部融资的依赖；

	·	非控制性股东缺乏实质性的参与权利；以及

	·	公司有能力指导对WTL的经济表现最具影响的活动，包括运营、融资和战略决策。

公司还确定自己是WTL的主要受益人，因为它同时具备（i）对最显著影响WTL经济表现的活动的控制权，以及（ii）可能对WTL产生重大影响的损失和收益的暴露。

因此，基于VIE评估，WTL被合并到公司的合并财务报表中。

合并VIE的资产和负债

下表列示了包含在公司合并资产负债表中的WTL的资产和负债的账面金额。这些金额代表合并VIE的总资产和总负债，并不代表公司除合并财务报表中反映的资产或义务以外的额外资产或义务：

描述

3月31日

2026

12月31日

2025

总资产

40,371,686

40,257,902

总负债

56,487,976

46,492,106

限制和损失风险

WTL的资产受到当地监管、法律和流动性限制的约束，这些限制可能会限制现金或其他资产向公司的转移。WTL的债权人除公司对WTL的投资外，无权要求公司的一般信用。

公司与WTL相关的最大损失风险主要限于其对WTL的投资以及在正常业务过程中提供的任何财务支持。Worldcall Services (Private) Limited（“WSL”），公司全资子公司，已保证提供持续的现金流支持。

合并VIE中的少数股东权益

公司未持有的WTL剩余所有权权益在权益中反映为少数股东权益。WTL的净收入或损失根据各自的所有权权益分配给公司和少数股东。少数股东权益的计算和呈现不受VIE模型应用的影响，继续根据所有权权益按照ASC 810-10-45进行。

1.2.2. WorldCall Services (Pvt) Limited

WSL是公司的全资子公司，于2009年10月5日在巴基斯坦根据《1984年公司条例》（已废止）现《2017年公司法》注册成立的一家私人有限公司。WSL的目标包括但不限于开展并从事提供渠道安置服务、投币电话服务并从通信服务中产生收入的业务。WSL的注册办事处位于巴基斯坦拉合尔Kot Lakhpat的Quaid-e-Azam工业区S区112-113号地块。

1.2.3. Ferret Consulting - (FZC)

Ferret Consulting (FZC) 是公司的全资子公司，根据阿联酋阿杰曼酋长国的自由区法律和法规，在阿联酋阿杰曼酋长国注册为自由区公司。它于2016年8月24日注册，并在该地开始运营。FZC的目标包括管理咨询和技术服务。

1.2.4. Route 1 Digital (Pvt) Limited

Route 1 Digital (Pvt) Limited（“Route 1”）是一家私人有限公司，是Worldcall Telecom Limited的全资子公司，根据《1984年公司条例》（现为《2017年公司法》）于2016年12月21日注册成立。主要业务是开展所有交通运输服务，与其他公司或他人共享机动车运输，并在信息技术、软件开发及所有相关活动领域提供咨询服务。Route 1的注册办事处位于巴基斯坦拉合尔Kot Lakhpat的Quaid-e-Azam工业区S区112-113号地块。

1.2.5. 123 Investments Limited

123 Investments Limited（“123 Investments”）是一家在英格兰和威尔士注册的有限公司。注册办公室的地址是英格兰利兹市Roundhay Road 34号，邮编LS7 1AB。该公司作为一家控股公司运营，专注于高端鞋类品牌，通过多渠道零售、电子商务和战略第三方合作伙伴提供高质量、设计驱动的产品。

以下是123 Investments的子公司详情：

序号	子公司名称	收购日期
1	Moda Concessions Limited	2017年1月12日
2	Direct Footwear Limited	2017年1月12日
3	MIP Online 1975 Limited	2024年5月11日
4	MIP Employees 1975 Limited	2024年5月28日
5	MIP Trading 1975 Limited	2024年6月5日
6	MIP Stores 1975 Limited	2024年6月27日
7	Bonded Trading Limited	2024年5月11日
8	Brightlark Limited	2025年9月1日

1.2.5.1 123 Investments Limited的法律子公司

1.2.5.1.1 Moda Concessions Limited

该公司是一家在英格兰和威尔士注册的有限公司。注册办公室的地址是英格兰利兹市Roundhay Road 34号，邮编LS7 1AB。Moda Concessions Limited成立于2016年11月7日，该业务负责在各类百货商店内的特许经营店所产生的收入。

1.2.5.1.2 Direct Footwear Limited

该公司是一家在英格兰和威尔士注册的有限公司。注册办公室的地址是英格兰利兹市Roundhay Road 34号，邮编LS7 1AB。Direct Footwear Limited成立于2016年11月8日，是该业务的批发部门。Direct Footwear Limited与QVC电视和互联网购物频道有销售协议。

1.2.5.1.3 MIP Online 1975 Limited

该公司是一家在英格兰和威尔士注册的有限公司。注册办公室的地址是英格兰利兹市Roundhay Road 34号，邮编LS7 1AB。

1.2.5.1.4 MIP Employees 1975 Limited

该公司是一家在英格兰和威尔士注册的有限公司。注册办公室的地址是英格兰利兹市Roundhay Road 34号，邮编LS7 1AB。MIP Employees 1975 Limited成立于2024年5月28日。该公司的主要业务包括批发鞋类和在专业商店零售鞋类。

1.2.5.1.5 MIP Trading 1975 Limited

该公司是一家在英格兰和威尔士注册的有限公司。注册办公室的地址是英格兰利兹市Roundhay Road 34号，邮编LS7 1AB。MIP Trading 1975 Limited成立于2024年6月5日。该公司的主要业务是在专业商店零售鞋类。

1.2.5.1.6 MIP Stores 1975 Limited

该公司是一家在英格兰和威尔士注册的有限公司。注册办公室的地址是英格兰利兹市Roundhay Road 34号，邮编LS7 1AB。MIP Stores 1975 Limited成立于2024年6月26日。该公司的主要业务是在专业商店零售鞋类。

1.2.5.1.7 Bonded Trading Limited

该公司是一家在英格兰和威尔士注册的有限公司。注册办公室的地址是英格兰利兹市Roundhay Road 34号，邮编LS7 1AB。Bonded Trading Limited成立于2024年5月11日。该公司的主要业务包括批发鞋类。

1.2.5.1.8 Brightlark Limited

该公司是一家在英格兰和威尔士注册的股份有限公司。注册办事处地址为英格兰利兹市Roundhay Road 34号，邮编LS7 1AB。Brightlark Limited成立于2016年7月4日。公司的主要业务包括商业和家用软件开发。

2. 合并财务报表的编制基础

合并基础— 我们根据美国通用会计原则（“GAAP”）编制合并财务报表。这些财务报表包括GlobalTech Corporation及其全资子公司；WSL（于2021年11月收购）、Ferret Consulting FZC（于2021年11月收购）、其可变利益实体WTL、Route 1 Digital (Pvt) Limited（于2018年4月20日收购）和123 Investments Limited（于2025年12月15日收购）的经营成果和财务状况。合并中已消除所有公司间余额和交易。

重要会计政策：

收入确认—

我们根据ASC 606《与客户签订的合同收入》确认收入。收入在我们向客户转移承诺的商品和服务控制权时确认，金额反映我们预期因这些服务而收到的对价。我们签订的合同可能包括各种服务组合，这些服务通常可以区分并作为单独的履约义务进行核算。与这些履约义务相关的收入在特定时点确认。

在ASC 606下，采用五步法确认收入：(1) 识别与客户的合同，(2) 识别合同中的履约义务，(3) 确定交易价格，(4) 将交易价格分配至合同中的履约义务，(5) 在我们履行履约义务时确认收入。

发票付款应按照基础客户协议中规定的条款支付，通常为预付款至发票日期后30天，该日期为服务控制权转移给客户的日期。由于付款条款少于一年，我们已选择实务操作方法，不评估客户合同是否包含重大融资成分。公司的收入安排通常不包含对所提供服务的一般退款权。

提前从客户处收到的金额在相关商品交付前确认为递延收入。

我们从六个主要来源获得收入：(1) 国际终端服务，(2) 有线电视和互联网服务，(3) 城域光纤解决方案，(4) 容量销售服务，(5) 技术服务，(6) 专业商店的零售鞋类，其中进一步包含收入的子流：(i) 鞋类的零售销售，(ii) 鞋类的批发，(iii) 在QVC电视和互联网购物频道的销售，以及(iv) 位于各种百货商店内的特许经营店。我们所有的收入安排都基于与客户的合同。我们与客户的大多数合同包含单一履行义务，尽管某些合同确实包含多个履行义务，其中我们为同一客户提供多项服务。如果在合同背景下它们是可区分的，我们将单独核算各个履行义务。对于提供多项服务的合同，例如我们提供多项辅助服务的情况，每项服务都代表其自身的履行义务。销售或交易价格基于每项服务的单独销售价格的合同价格。

每种收入流的控制权转移时间如下：

	1.	国际终端服务：在通话完成后，客户接收并消费利益时转移控制权。
	2.	宽带服务：在将服务提供给客户时转移控制权。
	3.	城域光纤解决方案：在达成协议并提供服务时转移控制权。
	4.	容量销售服务：在提供服务时转移控制权。
	5.	技术服务：在将软件、应用程序等的使用权授予客户时转移控制权。
	6.	零售鞋类：与零售鞋类产品相关的控制权已在下面解释。

• 收入确认 - 控制权转移

公司在控制权转移给客户时确认收入，金额反映公司预期有权获得的对价。每种收入流的控制权转移时间如下：

• 零售销售

零售销售的收入在客户在店内或在线购买商品时确认，因为在产品交付给客户时控制权立即转移。

• 批发

来自批发客户的收入在货物控制权转移时确认，这通常发生在发货或交付时，具体取决于合同中的运输条款。

• QVC电视和互联网销售

来自QVC和类似渠道合作伙伴安排的收入在产品控制权转移给最终客户时确认，这通常根据基础合同条款在发货或交付时发生。公司在这些安排中作为主要方，因为在转移给客户之前控制库存。

• 特许经营销售

来自公司通过百货商店地点销售产品的特许经营安排的收入在向最终客户销售时确认，因为此时控制权转移。公司在这些安排中作为主要方，因为在销售前控制库存。

可变对价

一些客户安排包括可变金额，例如贸易折扣、促销津贴和客户索赔。因此，公司从客户处收到的最终金额可能与原始发票金额不同。

在确认收入时，公司根据现有信息和以往经验估计其预计从客户处收到的金额。

只有在与可变考虑相关的不确定性随后得到解决时，很可能不会发生重大累计已确认收入的逆转的情况下，才会确认收入。

公司在每个报告日审查这些估计，并根据新信息或实际客户结算情况，必要时更新收入。

公司的销售退回金额微不足道。

所有的收入安排都是基于与客户的合同。如果在合同背景下，单独的履约义务是可区分的，则分别进行核算。

发票付款应按照基础客户协议中规定的条款支付。付款期限从预付款到发票日期后30天不等。公司的收入安排通常不包括对所提供服务的一般退款权。

从客户处提前收到的金额在相关货物交付前确认为递延收入。

对于所有收入流，公司作为主要方行事，因为它承担了收入确认的所有风险和回报。

关联方交易和余额

与关联方的交易是在公平交易和正常业务过程中进行的。关联方的余额按成本列示，并根据商定的条款进行结算。关联方交易和余额已在下方第29号附注——关联方中披露。

商誉

商誉是指收购成本（支付的对价公允价值）与所获净可辨认资产的公允价值之间的差额。商誉每年进行减值测试，并在发生事件或情况变化时进行年度测试之间的测试，这些事件或情况很可能导致报告单位的公允价值低于其账面价值。这些事件或情况可能包括业务环境的重大变化、法律因素、经营业绩指标、竞争或报告单位的重大部分出售或处置。任何减值立即确认为费用，且不会随后逆转。

直接运营成本 — 公司的直接运营成本主要包括为客户提供服务的人员的工资和福利，年度巴基斯坦电信管理局（PTA）费用、电缆许可证费用、消耗的库存和其他与公司服务相关的直接成本。与新客户实施相关的成本在发生时费用化。公司于2026年3月31日止三个月和2025年3月31日止三个月分别产生了约109万美元和12万美元的工资成本，其中2026年3月31日止三个月包括123 Investments Limited的工资成本98万美元。123 Investments Limited于2025年12月15日被收购；因此，其可比数据不可用。

其他运营成本 —公司的其他运营成本主要包括薪酬和福利、差旅和广告费用，并在发生时计入费用。公司于2026年3月31日止三个月和2025年3月31日止三个月分别产生了约147万美元和20万美元的工资成本，其中2026年3月31日止三个月包括123 Investments Limited的工资成本127万美元。123 Investments Limited于2025年12月15日被收购；因此，其可比数据不可用。

企业合并— 公司根据ASC 805《企业合并》的规定对企业合并进行会计处理。在同一控制下的实体之间的此类交易按照ASC 805-50的规定进行会计处理。在同一控制下的实体之间的业务转移按照合并日合并实体的资产、负债和权益的账面价值进行会计处理。财务报表反映了合并实体在整个共同控制期间作为一个单一经济实体运营的假设。由于交易被视为在同一控制下的实体之间转移所有权权益，因此不对合并实体的资产、负债和权益的账面价值进行公允价值调整。与收购相关的费用单独于企业合并进行确认，并在发生时计入费用。

公司对涉及不处于共同控制下且不为关联方的实体的企业合并采用按照ASC 805规定的购买法进行会计处理。

在购买法下，公司确定购买方，确定购买日，按照购买日各自的公允价值确认和计量所获得的可辨认资产和承担的负债，并根据适用情况确认商誉或购买收益。

企业合并中转移的对价在购买日按照公允价值计量，可能包括支付的现金、发行的权益工具、产生的负债和或有对价安排。

所得税— 所得税费用包括美国、巴基斯坦、英国和其他国际所得税，以及对不确定税务事项的利息和罚款。某些收入和费用在税务申报和财务报表中并不在同一期间报告。此类暂时性差异的税务影响作为递延所得税进行报告。当很可能无法实现税盾时，递延税资产按净额报告，并计提减值准备。所有递延所得税均归类为长期。

短期投资 — 投资 – 债务和股权证券。在购买时到期日超过三个月但不足一年的可交易债务证券，根据管理层对这些资产的意图，将其归类为可供出售证券。公司可能因流动性需求或利率变化而出售的证券归类为可供出售证券。它们按公允价值计量，未实现的收益和损失不计入净收入，而是记录在权益中的其他综合收益（OCI）中，扣除适用的税款。已实现的收益和损失以及非暂时性减值计入收益，并使用特定识别法确定。

我们对可交易股权证券的投资按公允价值计量，相关的收益和损失（包括未实现的）计入其他收入（损失）中。

存货

存货按成本与可变现净值两者中的较低者计量。成本按加权平均法确定。可变现净值指在正常业务过程中预计的销售价格，减去预计的完成成本和预计的销售成本。如果可变现净值低于账面金额，则确认账面金额超过其可变现净值的金额的减记。根据管理层估计，在财务报表中为陈旧和滞销存货计提准备金。

公允价值计量 — ASC 820，公允价值计量，要求披露关于金融工具的公允价值信息，无论这些金融工具是否在资产负债表中确认，只要可以合理估计该价值。公司遵循公允价值计量层次来计量金融工具。公司金融工具的公允价值根据公允价值层次的三个级别输入值进行计量，如下所示：

Level 1 – 输入值基于活跃市场中相同工具的未调整报价。

Level 2 – 输入值基于活跃市场中类似工具的报价、非活跃市场中相同或类似工具的报价，以及基于模型的估值技术（例如 Black-Scholes 模型），其中所有重要输入值在市场中可观察到，或可通过市场数据验证，基本上覆盖资产或负债的整个期限。

Level 3 – 输入值通常不可观察，通常反映管理层对市场参与者在定价资产或负债时会使用假设的估计。因此，公允价值通过基于模型的技术确定，包括期权定价模型和现金流折现模型。

备件和库存

备件和库存按成本或可变现净值中的较低者计量。成本主要使用加权平均法确定。当需要时，公司会对备件和库存进行调整，以反映其可变现净值，包括过多数量、陈旧或减值。

定期进行实物盘点和备件审查，以评估备件的状态和可用性。在必要时，对过时、滞销或损坏的物品计提准备金，并将此类准备金计入损益表。

应收账款 - 净额 — 应收账款在合并资产负债表中以扣除信用损失后的净额列示，该信用损失是根据应收账款账龄分析、对客户历史记录和当前信用状况的评估以及收款可能性来确定的。当确定无法收回剩余余额时，将进行核销。

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. The guidance in ASU 2016-13 replaces the incurred loss impairment methodology under current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It will apply to all entities. For trade receivables, loans, and held-to-maturity debt securities, entities will be required to estimate lifetime expected credit losses. This may result in the earlier recognition of credit losses. In November 2024, the FASB issued ASU No. 2019-10, which delayed this standard’s effective date for SEC smaller reporting companies to the fiscal years interim periods beginning on or after December 15, 2022. The Company adopted the new guidance on January 1, 2023 and the adoption of this new guidance had no material impact of the consolidated financial statements. As per the new guidance, accounts receivable are presented on the consolidated balance sheet net of an allowance for credit losses, which is established based on reviews of the accounts receivable aging, an assessment of the customer’s history and current creditworthiness, and the probability of collection. The Company routinely reviews its receivables and makes provisions for the credit losses utilizing the Current Expected Credit Losses model (“CECL”). The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired. However, those provisions are estimates and actual results may materially differ from those estimates. Trade receivables are deemed uncollectible and are removed from accounts receivable and the allowance for credit losses when collection efforts have been exhausted.

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Property, Plant, and Equipment — Tangible assets classified as property, plant, and equipment are stated at cost less accumulated depreciation and any identified impairment loss. Cost in relation to self-constructed assets includes the direct cost of material, labor, and other allocable expenses.

Depreciation on owned assets is charged to the statement of operations on the straight-line method to write off the cost or revalued amount of an asset over its estimated useful life.

Depreciation on additions is charged from the month in which the assets are available for use while no depreciation is charged in the month in which the assets are disposed of.

The depreciation method, residual value, and useful lives of assets are reviewed at least at each financial year end and adjusted if the impact on depreciation is significant.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

The gain or loss on disposal of an asset represented by the difference between the sale proceeds and the carrying amount of the asset is recognized as an income or expense.

Advances — Advances to employees are provided as per the Company’s policies and are secured against their gratuity.

The Company may provide cash advances to employees for business-related travel, or other reimbursable business-related expenses. Employee advances are measured at the amount disbursed to the employee, net of any repayments or adjustments. The Company does not charge interest on employee advances. If an advance is deemed to be uncollectible due to employee termination or other factors, an allowance for credit losses is established in accordance with ASC 326, Financial Instruments – Credit Losses. Any adjustments to the allowance or write-offs are recorded in “General and Administrative Expenses.”

Advances are carried at fair value through profit or loss and are initially recognized at fair value and transaction costs are expensed in the statement of profit or loss account. The fair value is determined using inputs observable in the market, which are classified as level 2 in the fair value hierarchy. They are considered a non-recurring fair value measurement and are measured at fair value. The fair value measurement considers market interest rates and the creditworthiness of the borrowers or other parties.

Advances to vendors are provided for the purchase of goods and services against the future supply of goods or services. These are part of routine business transactions and are adjusted once the corresponding goods are delivered or services rendered. Advances to vendors are initially recognized at the amount paid and are subsequently relieved when the related goods or services are received. These are secured either by a security deposit or a legally enforceable right to recover.

Advances to employees and officers were $350,202 and advances to suppliers were $4,175,872 as of March 31, 2026.

Long term receivables and other assets — Receivables and other assets including deposits are provided to different parties and vendors which are recoverable either through a security deposit or a legally enforceable right.

These assets are carried at fair value on the statement of operations, initially being recognized at fair value and thereafter having transaction costs expensed in the statement of operations. The fair value is determined using inputs observable in the market, which are classified as level 2 in the fair value hierarchy. They are considered a non-recurring fair value measurement and are measured at fair value on a recurring basis. The fair value measurement considers market interest rates and the creditworthiness of the borrowers or other parties.

Intangible Assets — Licenses, Patents, brand and copy rights, Indefeasible Right of Use (IRU)-Media cost and software are subject to amortization and are amortized using the straight-line method over their estimated period of benefit. The recoverability of intangible assets is evaluated periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

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Advances to Related Parties

Advances to related parties are recorded as receivables at the amount advanced.

The advance is recorded at the present value of expected cash flows, and the difference between the amount advanced and its present value is recognized as a discount expense, which will be un-wound over the term of agreement.

Advances expected to be collected within one year are classified as current assets; otherwise, they are classified as non-current assets. The Company evaluates advances to related parties for collectability in accordance with ASC 326.

An allowance for expected credit losses is recorded when necessary. Related party relationships and transactions are disclosed in accordance with ASC 850.

Evaluation of Long-Lived Assets — The Company reviews its long-lived assets for impairment whenever changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the sum of undiscounted expected future cash flows is less than the carrying amount of the asset group, the Company will recognize an impairment loss based on the fair value of the asset.

There was no impairment of internal-use software costs, intangible assets or property and equipment during the three months ended March 31, 2026.

Goodwill is tested annually for impairment and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

Leases — We account for lease arrangements in accordance with ASC 842, Leases. An arrangement is determined as a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

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Earnings Per Share — The Company calculates earnings per share (EPS) in accordance with ASC Topic 260, “Earnings Per Share.” Basic EPS is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts that are potentially dilutive were exercised or converted into common stock.

The Company presents both basic and diluted EPS on the face of the income statement. The Company also provides a reconciliation of the numerator and denominator used in the EPS calculations in the footnotes to the financial statements, in case of any change occurred during the period.

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for the effects of all dilutive potential ordinary shares.

Foreign Currency Translation— The financial statements of the Company’s foreign subsidiaries are translated from their functional currency into U.S. dollars, the Company’s functional currency. All foreign currency assets and liabilities are translated at the period-end exchange rate, and all revenue and expenses are translated at average exchange rates. The effects of translating the financial statements of the foreign subsidiaries into U.S. dollars are reported as a cumulative translation adjustment, a separate component of accumulated other comprehensive income/(loss) in the consolidated statements of shareholders’ equity. Foreign currency transaction gains/losses are reported as a component of other income–net in the consolidated statements of operations. The US$/Pakistani Rupee (PKR or Rs.) exchange rates used for the translation of PKR-denominated assets and liabilities are Rs. 279.55 as on March 31, 2026, whereas the US$/Pakistani Rupee (PKR or Rs.) average exchange rates used for the translation of PKR-denominated income and expenses are Rs. 279.88 as on March 31, 2026. The British Pounds Sterling (GBP)-denominated assets and liabilities have been translated into US Dollars using the closing exchange rates of USD 1.3202 as at March 31, 2025. Income and expenses denominated in GBP have been translated using the average exchange rates of USD 1.3487 for the period ended March 31, 2026.

Use of Estimates — The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include but are not limited to: (1) impairment of long-lived assets, (2) depreciable lives of assets, (3) allowance for credit losses, (4) fair value of identifiable tangible and intangible assets, including determination of expected useful life, and (5) estimating lease terms and incremental borrowing rates. Actual results could significantly differ from those estimates.

Non-Controlling Interests (NCI)

Non-controlling interests (“NCI”) represent the portion of equity in consolidated subsidiaries and VIEs that is not attributable, directly or indirectly, to the Company. NCI is presented as a separate component of equity in the consolidated balance sheets.

Net income or loss attributable to NCI is reported separately in the consolidated statements of operations. Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Losses attributable to NCI are allocated even if such allocation results in a deficit balance, unless the minority holders are not obligated to absorb such losses.

The Company holds around 55% ownership of WTL. The remaining 45% ownership interest in WTL not held by the Company is presented as non-controlling interest within equity in the consolidated financial statements. Net income or loss of WTL is attributed to the Company and the non-controlling shareholders based on their respective ownership interests. Although WTL is consolidated as a variable interest entity (“VIE”), the determination and presentation of NCI are not affected by the application of the VIE model. Accordingly, NCI continues to be measured and presented based on the ownership interests held by the non-controlling shareholders in accordance with ASC 810-10-45.

The Company also holds 51% of 123 Investments Limited and 49% belongs to non-controlling interest. The control of 123 Investments Limited is through voting rights.

Variable Interest Entities

The Company evaluates its involvement with legal entities to determine whether such entities are variable interest entities in accordance with ASC 810-10-15 and 25. A legal entity is considered a VIE if, among other factors, (i) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support or (ii) the equity holders, as a group, lack the characteristics of a controlling financial interest.

If an entity is determined to be a VIE, the Company consolidates the VIE when it has both (a) the power to direct the activities that most significantly affect the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE (the “primary beneficiary”).

Although the Company may also hold a majority voting interest in certain consolidated entities, ASC 810 requires that the VIE model be evaluated first and applied when an entity meets the definition of a VIE.

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Segment Reporting

The Company operates as a single reportable segment in accordance with FASB ASC Topic 280, Segment Reporting. The Company’s Chief Executive Officer of GlobalTech Corporation serves as the Chief Operating Decision Maker (“CODM”) and reviews the business as a whole when evaluating financial performance and allocating resources.

The Company evaluated its operations in accordance with ASC 280-10-50-1 through 50-9 and concluded that it operates as a single operating and reportable segment. Although the Company provides cable and broadband services in Pakistan through WTL consulting services in the United Arab Emirates through Ferret Consulting FZC (FZC) and retail footwear through 123 Investments Limited acquired on December 15, 2025 in the United Kingdom, the CODM reviews financial results and allocates resources solely on a consolidated basis, rather than by business line, legal entity, or geography.

Identification of Operating Segments

ASC 280-10-50-1 defines an operating segment as a component of an enterprise that:

(i)	engages in business activities from which it may earn revenues and incur expenses,
(ii)	has discrete financial information available, and
(iii)	is regularly reviewed by the CODM to allocate resources and assess performance.

·	The Company’s CODM is the Chief Executive Officer of GlobalTech Corporation.
·	The CODM receives and reviews only consolidated financial information, including the consolidated balance sheet, consolidated statements of operations and cash flows, and selected operational metrics.
·	The CODM does not receive or rely on separate profit-and-loss statements, balance sheets, or cash flow information for WTL, FZC, and 123 Investments Limited, or any geographic region.
·	Decisions regarding capital allocation, financing, personnel, and strategic initiatives are made at the consolidated GlobalTech level.

Accordingly, although the Company’s operations generate revenues and expenses, the absence of discrete financial information that is regularly reviewed by the CODM indicates that the Company’s activities do not constitute separate operating segments under ASC 280-10-50-1.

Nature of Financial Information Reviewed

ASC 280-10-50-7 provides that operating segments are identified based on internal reports regularly reviewed by the CODM.

·	All reports provided to the CODM are prepared on a fully consolidated basis.
·	Subsidiary-level financial information prepared for statutory or regulatory purposes, including financial statements prepared by WTL for Pakistan Stock Exchange reporting and separate financial information of 123 Investments Limited, are not included in the CODM reporting package and is not used for performance evaluation or resource allocation.

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WTL is a publicly-listed company on the Pakistan Stock Exchange and prepares separate statutory financial statements to comply with local regulatory and listing requirements. The CODM’s involvement with Pakistan Stock Exchange Limited (PSX)-related financial information is limited to governance and compliance oversight and does not constitute operating segment review as:

·	PSX financial statements are prepared by WTL management and reviewed by local regulators and WTL’s board.

·	The CODM receives high-level compliance confirmations and qualitative summaries regarding PSX reporting matters, rather than detailed subsidiary-level financial statements.

·	The CODM does not use PSX financial statements to assess operating performance, allocate resources, set budgets, or make strategic operating decisions.

Consistent with ASC 280-10-50-5 and 50-7, external reporting requirements and statutory financial statements do not determine operating segments unless they are also used internally by the CODM for performance evaluation or resource allocation, which is not the case. Accordingly, the CODM’s review of PSX-related information does not constitute the regular review of discrete financial information for purposes of assessing performance or allocating resources as contemplated by ASC 280-10-50-1.

We have recently acquired 123 Investments Limited as of December 15, 2025 and it has been consolidated in these consolidated financial statements since the date of acquisition. The discrete information is not provided to the CODM as of the date of balance sheet date and until the issuance of these consolidated financial statements. Therefore, we do not consider it as a separate segment.

Based on the manner in which the CODM evaluates performance and allocates resources, the Company has concluded that it operates as a single operating segment and a single reportable segment under ASC 280.

The Chief Executive Officer of GlobalTech Corporation serves as the CODM. The CODM is not the CEO or management personnel of WTL, FZC or 123 Investments.

Aggregation Considerations --- ASC 280-10-50-11 through 50-15 provide that two or more operating segments may be aggregated if they have similar economic characteristics and share similarities in products and services, production processes, type of customer, distribution methods, and regulatory environment. Even though the Company provides different services in different jurisdictions, the strategic initiatives, business risks, and overall management decisions are centralized.

The CODM evaluates the Company’s economic performance on a consolidated basis and does not distinguish between geographies or service lines.

Accordingly, the Company has determined that even if cable/broadband, consulting and retail operations were considered as separate operating segments, they would be aggregated into a single reportable segment based on these considerations.

Recent Accounting Pronouncements — From time to time, new accounting pronouncements are issued by the FASB and are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently adopted and recently issued accounting pronouncements will not have a material impact on our consolidated financial position, results of operations and cash flows.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 was issued in response to the SEC’s final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated, and to align the requirements in the FASB Accounting Standards Codification (“Codification”) with the SEC’s disclosure requirements. The effective date for each amendment in ASU 2023-06 will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K by June 30, 2027, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company does not expect the adoption of ASU 2023-06 to have a material impact on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), to require disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. The new requirements should be applied on a prospective basis with an option to apply them retrospectively. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements.

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The new guidance is intended to provide investors enhanced disclosures and requires public entities to disaggregate key expense types. The update is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The disclosure updates are required to be applied prospectively with the option for retrospective application. While the adoption is not expected to have an impact on our consolidated financial statements, it is expected to result in incremental disclosures within the footnotes to our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) (“ASU 2025-06”), to update guidance on accounting for internal-use software. The amendments modernize guidance to consider different methods of software development, updating the requirements for capitalization of software costs. ASU 2025-6 is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted. The new requirements may be applied on a prospective, retrospective, or modified transition approach. The Company is evaluating the impact this ASU will have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.

Reverse Stock Split. The Company’s 1-for-3 reverse stock split became effective on August 27, 2026 and has been reflected retrospectively in common-share and per-share information for all periods presented, as described in Note 37.

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3. BUSINESS COMBINATION

Acquisition of 123 Investments Limited

On December 15, 2025, the Company acquired 51% of the outstanding equity interests of 123 Investments Limited and obtained a controlling financial interest. 123 Investments Limited operates in the footwear business. The acquisition was accounted for using the acquisition method in accordance with ASC 805, Business Combinations.

Purchase Consideration

The total consideration for the transaction amounted to $11.7 million, comprising a mix of equity issuance and contingent payments. The detail is given below.

Sr No	Particulars	Number of Shares		Rate per Share ($)		Total ($)
1	Common stock issued		250,000		6.00		1,500,000
2	Preferred stock issued		82,800		100		8,280,000
3	Contingent consideration – Series A preferred stock (subject to conditions)		9,200		100		920,000
4	Earnout consideration up to $1 million (based on EBITDA & net profit targets for financial year 2026)		-		-		1,000,000
	Total consideration (maximum potential)						11,700,000

	·	Common Stock Issued
		250,000 shares of the Company’s common stock valued at $6.00 per share, based on the closing market price of the common stock on the acquisition date, totalling $1,500,000.

	·	Preferred Stock Issued
		82,800 shares of preferred stock at a stated value of $100 per share, totalling $8,280,000.

	·	Contingent Consideration

	i.	Up to 9,200 shares of Series A Preferred Stock having a face value of $100 each, are issuable by the Company within seven days after the one-year anniversary of the December 15, 2025, closing of the transaction if, and only if, the shareholders have not defaulted in, or breached, any of their obligations, covenants or representations under the Exchange Agreement or the Shareholders Agreement dated November 24, 2025, entered into between GlobalTech Corporation, the stockholders of 123 Investments Limited and 123 Investments Limited (the “Shareholders Agreement”). This contingent consideration of $920,000 has been recorded as a liability.

	ii.	The right to earn additional consideration of up to $1,000,000 (the “Earnout Consideration”) in the event that both (a) the total EBITDA of 123 Investments Limited in the fiscal year ended December 31, 2026 is equal to or greater than 2.5 million GBP; and (b) the total net profit of 123 Investments Limited in the fiscal year ended December 31, 2026 is equal to or greater than 1.0 million GBP, based on the financial statements of 123 Investments Limited provided to the Company by February 28, 2027. The Earnout Consideration may be paid, at the Company’s option, in cash or shares of Company common stock, with the total number of shares of Company common stock issuable to the Shareholders equal to the total amount of Earnout Consideration divided by the average closing price of the Company’s common stock on the last five trading days of calendar 2026, rounded up to the nearest whole share.

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The contingent consideration of $1.92 million has been recognized and remeasured as of March 31, 2026 and is included in the consolidated balance sheet in trade and other payables, the detail of which is provided in Note 13. 123 Investments Limited posted a loss of $2.48 million for the three months ended March 31, 2026, which is temporary and seasonal. Performance in the coming period is expected to improve as the Company moves through the year. Therefore, there is no change in the contingent consideration.

Preliminary Purchase Price Allocation

The following table summarizes the preliminary fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date:

Consideration of acquirer (51%)	$	11,700,000
Fair value of NCI (49%)		11,241,176
Total Consideration		22,941,176

Fair value of identified net assets
Property, plant and equipment		747,749
Right of use assets		848,875
Intangibles		23,641,442
Advance to a related party		3,214,990
Current assets		9,106,099
Total assets		37,559,155

Fair value of liabilities
Current liabilities		8,157,934
Long term loan		4,676,138
Lease liabilities		848,875
Deferred tax liability		5,761,407
Total liabilities		19,444,354

Fair value of identifiable net assets acquired		18,114,801

Goodwill	$	4,826,375

NCI value has been taken at fair value using an income approach, specifically a discounted cash flow (“DCF”) valuation technique. This approach incorporates management’s estimates of the acquiree’s expected future cash flows and an appropriate discount rate reflecting market participant assumptions.

The Company has determined the fair value of its brand amounting to $23 million at the time of its acquisition in accordance with ASC 805. The acquired brand is being amortized on a straight-line basis over an estimated useful life of 5 years.

The purchase price allocation is based on preliminary estimates of the assets recognized and liabilities assumed. The Company is continuing to evaluate certain assets and liabilities, including intangible assets, contingent consideration, and deferred taxes. Accordingly, the allocation is subject to adjustment during the measurement period, which may extend up to one year from the acquisition date. Any adjustments identified during the measurement period will be recorded retrospectively, with a corresponding adjustment to goodwill.

Goodwill represents expected synergies, assembled workforce, and strategic benefits. Goodwill is not amortized and will be tested for impairment annually or more frequently if indicators arise under ASC 350.

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4. CASH AND CASH EQUIVALENTS

	March 31,		December 31,
	2026		2025
	(Unaudited)
Cash at bank
Current accounts	$	446,143		$	511,511
Savings accounts		3,996			6,216
		450,139			517,727
Cash in hand		13,770			10,990
Pay orders in hand		107,313			-
	$	571,222		$	528,717

5. RESTRICTED CASH

	March 31,		December 31,
	2026		2025
	(Unaudited)
Deposit in escrow account	$	2,542,957		$	2,533,894
Margin and other deposits		211,712			187,136
	$	2,754,669		$	2,721,030

Deposits in escrow account: Represents balance in savings accounts accumulated in Escrow Account. The telecom operators challenged the legality of Access Promotion Contribution (APC) for Universal Service Fund (USF), as levied by Pakistan Telecommunication Authority (PTA) in 2009, and the dispute was finally decided by the honorable Supreme Court in December 2015. During pendency of the court proceedings, an International Clearing House (ICH) agreement was signed in 2012, whereby it was decided that regular contributions for APC, based on each operator’s share under the ICH agreement, shall be made by Long Distance and International (“LDI”) operators in an Escrow Account.

The formation of ICH was declared anti-competitive by the Competition Commission of Pakistan, and resultantly PTA issued a policy directive in June 2014 terminating the ICH arrangement. Some operators challenged this termination and obtained interim relief from Sindh High Court and Lahore High Court. However, the Supreme Court adjudicated the matter in February 2015 in favor of termination of ICH, and pursuant upon this, PTA issued its notification of termination of ICH arrangement. As of now, the mechanism of the adjustment of the amount available in the Escrow Account remains to be finalized.

Margin and other deposits include deposits placed with banks against various guarantees. This amount also includes approximately $71,543 (2025: $71,289) deposited in a Court of Law as disclosed in a relevant note of contingencies and commitments.

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6. ACCOUNTS RECEIVABLE – NET

	March 31,			December 31,
	2026			2025
	(Unaudited)
Considered good – unsecured	$	7,996,528			$	8,283,057
Considered doubtful – unsecured		2,150,350				2,142,685
		10,146,878				10,425,742
Less: Provision for expected credit loss		(2,150,350	)			(2,142,685	)
	$	7,996,528			$	8,283,057

Provision for credit losses has been nil for the three months ended March 31, 2026. Accounts receivable relating to WorldCall Public of $4.39 million as of March 31, 2026 (December 31, 2025: $4.43 million) has been pledged as security.

7. ADVANCES

	March 31,		December 31,
	2026		2025
	(Unaudited)
Advances to employees against expenses	$	350,202		$	343,338
Advances to suppliers		4,175,872			3,989,420
	$	4,526,074		$	4,332,758

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8. DUE FROM RELATED PARTIES

March 31,

2026

December 31,

2025

Due from related parties

58,883

158,203

This represents the amount receivable from related parties, the detail of which is given in Note 29 – Related Parties, below.

9. PROPERTY, PLANT AND EQUIPMENT

	March 31,			December 31,
	2026			2025
	(Unaudited)
Operating fixed assets	$	15,840,863			$	16,052,708
Capital work-in-progress		21,782				21,703
	$	15,862,645			$	16,074,411
Operating fixed assets
Building on freehold land	$	348,775			$	347,532
Freehold land		188,195				187,525
Leasehold improvements		881,836				877,315
Plant and equipment		29,645,029				29,543,795
Office equipment		391,511				390,115
Vehicles		295,699				224,078
Computers		696,074				689,565
Furniture and fixtures		701,671				676,888
Laboratory and other equipment		76,853				76,580
		33,225,643				33,013,393
Less: Accumulated depreciation		(17,384,780	)			(16,960,685	)
	$	15,840,863			$	16,052,708

Depreciation on operating assets has been allocated to depreciation and amortization on the face of the statement of operations. The depreciation for the three months ended March 31, 2026 and 2025 was $0.42 million and $0.31 million, respectively.

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Useful life of operating fixed assets ranges between 3 years to over 20 years. Details of all major additions and disposals have been provided in the following paragraphs and tables.

Assets	Useful lives in Years
Building		20
Leasehold improvements	5-10
Plant and equipment	3-20
Office equipment		10
Computers		3
Furniture and Fixture		10
Vehicles		5
Lab and other equipment		5

The useful life of the set-top boxes and cable modems is 5 years. The set-top boxes and cable modems are part of plant and equipment.

Set-top boxes for digital signal and cable modems are acquired with Company funds and provided to customers for their use. Set-top boxes and cable modems are provided free of charge to customers and these devices remain the property of the Company. Customers use these devices during the service period, and are required to return these devices to the Company upon termination of the services or disconnection of their subscription. The Company capitalizes these devices and charges depreciation over the life of these devices on a straight-line basis.

Details of additions made during the three months ended March 31, 2026 and 2025, are as follows:

	March 31,
	2026		2025
Leasehold improvements	$	1,383		$	-
Plant and equipment		-			9,376
Vehicle		79,183			-
Furniture and fixtures		22,362			1,579
Computers		4,042			6,993
	$	106,970		$	17,948

Details of disposals made during the three months ended March 31, 2026 and 2025, are as follows:

	March 31,
	2026		2025
Leasehold improvements	$	-		$	-
Plant and Equipment	$	4,450			1,140
Vehicles		8,364			-
	$	12,814		$	1,140

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10. LEASES

We determine if an arrangement is a lease at inception. We have operating leases for office and temporary living space. Operating leases are included in operating lease ROU assets, current operating lease liability and non-current operating lease liability in our consolidated balance sheets as of March 31, 2026 and December 31, 2025. The Company does not have any finance leases.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rates, which are derived from information available at the lease commencement date, in determining the present value of lease payments. We give consideration to our bank financing arrangements, geographical location and collateralization of assets when calculating our incremental borrowing rates. Our lease terms include options to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of less than 12 months are not recorded in the consolidated balance sheets. Our lease agreements do not contain any residual value guarantees. For real estate leases, we account for the lease and non-lease components as a single lease component. Some leases include escalation clauses and termination options that are factored in the determination of the lease payments when appropriate.

If a lease is modified after the effective date, the operating lease ROU asset and liability is re-measured using the current incremental borrowing rate. We review our incremental borrowing rate for our portfolio of leases on a quarterly basis. Lease expense is included in direct operating costs and general and administrative expenses in the consolidated statements of operations based on the nature of the expense.

Breakdown of operating lease expense:

Supplemental balance sheet information related to leases was as follows:

	Three Months Ended
	March 31,
	2026		2025
Operating lease cost	$	148,837		$	30,190
Short term lease cost		110,705			10,810
	$	259,542		$	41,000

	March 31,			December 31,
	2026			2025
	(Unaudited)
Operating leases
Operating lease ROU assets, net	$	1,397,282			$	1,248,106

Current operating lease liabilities		650,736				518,885
Non-Current operating lease liabilities		979,894				977,792

	$	1,630,630			$	1,496,677

Operating leases
ROU Assets		1,248,106				451,111
Addition through acquisition of 123 Investment Limited		-				848,875
Lease termination						(30,400	)
Asset lease expense		(122,500	)			(18,580	)
Foreign exchange gain/(loss)		271,676				(2,900	)
ROU Assets – net	$	1,397,282			$	1,248,106

Weighted average remaining lease term (in years):
Operating leases		3.75				6.04
Weighted average discount rate:
Operating leases - Pakistan		13.35	%			13.35	%
Operating leases – United Kingdom		4.81	%			4.81	%

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Supplemental cash flow and other information related to leases were as follows:

	Three Months Ended
	March 31,
	2026		2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	166,531		$	31,818

ROU assets obtained in exchange for lease liabilities:
Operating leases, net of impairment and terminations	$	-		$	-

As of March 31, 2026, the detail of future lease liability is as follows:

Operating leases - Years Ending December 31,
2026 (nine months)	$	537,754
2027		641,483
2028		332,811
2029		154,642
2030		170,104
Thereafter		28,786
Total lease payments		1,865,580
Less: imputed interest		(234,954	)
Total lease obligations		1,630,626
Less: current obligations		(650,732	)
Long-term lease obligations	$	979,894

11. INTANGIBLE ASSETS – NET

	March 31,			December 31,
	2026			2025
	(Unaudited)
Licenses	$	5,154,572			$	5,136,199
Patents, Brand and Copyrights		23,617,507				23,617,400
IRU - media cost		18,701,034				18,322,839
Software		12,961,263				12,915,064
		60,434,376				59,991,502
Less: Accumulated amortization – net		(15,154,129	)			(13,737,921	)

	$	45,280,247			$	46,253,581

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Useful life of intangible assets ranges from between 5 years to 20 years. Moreover, amortization expense on intangible assets of approximately $1.37 million has been recognized, during the quarter ended March 31, 2026 and $0.18 million for the quarter ended March 31, 2025, in depreciation and amortization in the statement of operations.

As of March 31, 2026, future amortization expense scheduled to be expensed is as follows:

Year ending December 31,

2026 (nine months)	$	4,857,738
2027		7,417,108
2028		7,421,395
2029		7,421,395
2030		7,421,395
Thereafter		10,741,216
	$	45,280,247

Payment for Sports League management System represents the purchase consideration for the purchase of the Core Engine from Crickslab LLC F.Z.C in the form of 3,333,334 shares of common stock, valued at $3.00 per share, totalling $10,000,000. The Core Engine is a software platform which the Company plans to develop a Sports League Management System for baseball, softball and related sports. Payment of $2,463,921 for Digital Lending Platform represents payments made for development of software related to a digital lending platform. These platforms are under development by a third party. Development is expected to be completed in the third quarter of 2026, and after completion we will charge amortization.

During the period the Company acquired Indefeasible Right of Use (IRU) of $0.34 million from a third party in the area where the Company has no network.

12. ADVANCE TO A RELATED PARTY

	March 31, 2026		December 31, 2025

Advance to a related party	$	3,481,536		$	3,360,688
	$	3,481,536		$	3,360,688

The balance represents funds advanced to a director of 123 Investments Limited as consideration for the acquisition of his property. The property currently houses the registered office and principal place of business of 123 Investments Limited. The total consideration of the building is $3.96 million (£3 million).

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13. TRADE AND OTHER PAYABLES

	March 31,		December 31,
	2026		2025
	(Unaudited)		(Audited)
Trade creditors	$	12,533,348		$	13,523,160
Contingent liability		1,920,000			1,920,000
Accrued and other liabilities		9,087,618			8,850,206
Payable to PTA against APC charges		6,320,866			6,298,335
Payable against long term investment		157,396			156,835
Contract liabilities		3,736,516			3,652,401
Withholding taxes payable		1,068,591			787,456
Sales tax payable		3,389,234			3,103,195
Security deposits		125,688			125,240
	$	38,339,257		$	38,416,828

Trade creditors include amounts payable to PTA totalling $2.79 and $2.26 million as of March 31, 2026 and December 31, 2025, respectively. Out of this amount $1.92 million (2025: $1.92 million) represents a payable regarding Annual Radio Spectrum Fees in respect of WLL licenses. PTA has issued multiple determinations that have been challenged and contested by the Company on legal grounds as well as on account of preoccupation of frequency / spectrums and losses suffered by the Company due to such preoccupancy for which the Company has demanded due compensation from PTA. In all these matters, the Company has filed appeals against PTA’s determinations before the honorable Lahore High Court and the honorable Islamabad High Court and stay orders were obtained against the recovery. This matter has been decided in favor of the Company; however, PTA has filed an appeal before the Honorable Supreme Court of Pakistan.

Contingent liability: It represents contingent consideration recognized on the acquisition of 123 Investments Limited and remeasured as of March 31, 2026.

Security Deposits: These represent security deposits received from customers. These are interest-free and refundable on termination of the relationship with the Company. The relationship of these customers with the Company has ended and these deposits are now payable on demand. These have been utilized by the Company before the promulgation of the Companies Act, 2017.

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14. CURRENT PORTION OF NON-CURRENT LIABILITIES

	March 31,		December 31,
	2026		2025
	(Unaudited)
Term finance certificates	$	4,152,073		$	4,137,270
Mark-up payable on TFCs		2,370,205			2,361,760
Long term financing		2,019,839			1,878,093
Lease liabilities		650,736			518,885
	$	9,192,853		$	8,896,008

Details of the current portion of non-current liabilities are provided in their respective notes.

15. ACCRUED INTEREST

	March 31,		December 31,
	2026		2025
	(Unaudited)
Short term borrowings	$	248,850		$	217,554
Term finance certificates		3,967,999			3,827,304
Long term financing		-
	$	4,216,849		$	4,044,858

16. SHORT TERM BORROWINGS

	March 31,		December 31,
	2026		2025
	(Unaudited)
Repurchase agreement borrowings	$	804,865			801,996
Credit facility – Charles Street Finance		1,989,604			2,028,978
Credit facility – YouLend Limited		53,625			28,573
Treyed Stock Facility		719,191			-
Line of credit facility – others		89,502			89,502
	$	3,656,787		$	2,949,049

The shares of WTL amounting to $0.80 million, are pledged against a repurchase agreement, and the assets of 123 Investments Limited are pledged to secure a debt of $1.99 million.

Borrowings against repurchase agreement, obtained from a party amounting to $0.53 million and $0.27 million against 100 million and 50 million shares of Worldcall Telecom Limited, respectively (placed by Ferret Consulting F.Z.C), for the purpose of working capital requirements and/or to meet other business obligations. The facility is secured against 30 million and 15 million shares of Worldcall Telecom Limited, respectively, pledged with the parties and carries a mark-up (interest) of 28% (2025: 30%) per annum. The funds against borrowings under this agreement have been received by Ferret Consulting FZC.

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Charles Street Finance Loan: 123 Investments Limited obtained a short-term loan under commercial lending terms. This loan bears interest at a rate of 5.3% per annum and has a contractual tenure of one year. The loan is secured by a first-ranking legal charge over all of the company’s assets and a personal guarantee from director Stephen Andrew Buck. The lender may demand immediate repayment upon default with interest continuing to accrue and enforcement costs added to the balance.

YouLend Limited Loan: MIP Stores 1975 Limited has obtained a short-term working capital loan from YouLend Limited, acting as agent for the underlying lenders. The facility provides an advance in the amount of $67,316, with a Fixed Fee of $7,721, resulting in a total Amount Due of $75,037. This loan is uncommitted, meaning YouLend is under no obligation to fund it until the advance is actually paid. The facility is to be repaid through a percentage (7.5%) of daily sales payments processed via the company’s payment processor (Dojo), with a minimum weekly repayment target of $3,148. The obligation is guaranteed by Stephen Buck, Benjamin Buck, and 123 Investments Limited, who provided joint and several guarantees for all of the borrower's obligations under the agreement. While the agreement does not specify a debenture, it includes key restrictive covenants, such as a prohibition on creating any security over sales payments, the settlement account, or rights against payment processors, effectively giving the lender a priority claim on this specific revenue stream.

Treyed Stock Facility: This represents a Stock Facility arrangement, whereby Treyed settles supplier invoices on behalf of the applicable company and extends a corresponding short-term loan, extended to Moda in Pelle (MIP) and 123 Retail. These facilities are typically structured with a tenor of up to 90 days under the Payables Loan Agreement.

Line of credit facility – others:

This represents various interest bearing and interest free loans from different parties.

	March 31,		December 31,
	2026		2025
	(Unaudited)
Loan from other parties	$	89,502		$	89,502

	$	89,502		$	89,502

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Loan from other parties: This represents various interest bearing and interest free loans denominated in US dollars (US$) from different companies, as mentioned below.

	March 31,		December 31,
	2026		2025
	(Unaudited)
HTS Tel Communication	$	68,747		$	68,747
TLT Communication		20,755			20,755
	$	89,502		$	89,502

17. TERM FINANCE CERTIFICATES (TFCs)

	March 31,			December 31,
	2026			2025
	(Unaudited)
Opening balance	$	4,152,073			$	4,234,015
Repayments		-				(96,745	)
		4,152,073				4,137,270
Current portion		(4,152,073	)			(4,137,270	)
		-				-
Add: Deferred interest		-
Exchange adjustment		-
Closing balance	$	-			$	-

Term finance certificates (TFCs) have a face value of $17.89 per certificate. These TFCs carry mark up at the rate of six months average KIBOR plus 1.0% per annum (2025: six month average KIBOR plus 1.0% per annum), payable quarterly. The markup rate charged during the period on the outstanding balance ranged from 12.07% to 12.46% (2025: 12.07% to 17.45%) per annum.

IGI Holding Limited (previously IGI Investment Bank Limited) is the Trustee (herein referred to as the Trustee) under the Trust Deed.

The liability of these TFCs has been rescheduled in December 2012 and then on April 3, 2015. During the year 2018, a third rescheduling of these TFCs was successfully executed through signing of the Third Supplemental Trust Deed between the Trustees and the Company.

In accordance with the 3rd Supplemental Trust Deed executed during the year 2018, the outstanding principal is repayable by way of quarterly staggered instalments with downward revision in markup of 0.60% i.e. revised markup of six months average KIBOR + 1%. The outstanding markup payable as at the date of restructuring and up to December 20, 2018 is agreed to be deferred and was to be paid from March 20, 2021 in quarterly instalments. 50% of the markup accrued for the period between December 20, 2018 to December 20, 2020 was to be paid on regular quarterly basis commencing from March 20, 2019 and the remaining 50% was to be deferred and paid from March 20, 2021. Markup deferred has been measured at present value. Under the revised term sheet, these TFCs are due to mature on September 20, 2026.

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The other main terms included appointment of one representative as a nominee director nominated by the Trustee which has been complied with. Further, 175 million of WorldCall Telecom’s shares owned by WorldCall Services (Private) Limited are pledged for investors which will be released with quarterly scheduled principal repayments proportionately starting from June 2019.

The Company has not paid due quarterly instalments from June 2019 to March 2026 amounting to $4.20 million against principal and $4.75 million against accrued mark-up (interest). In case of failure to make payments by the Company, the Trustee can instruct the security agent to enforce the letter of pledge and sell the quantum of the pledged shares to generate the amount required for the settlement of the outstanding redemption amount.

Due to non-payment of the outstanding instalments under the TFC, the Trustee invoked the Letter of Pledge in 2021 and exercised its right to call 128.2 million pledged shares from the pledged shares. Out of these pledged shares, 63.98 million shares were disposed of during 2021 and 2022, generating proceeds of $0.58 million. The proceeds after deduction of applicable charges were appropriated towards settlement of $0.36 million against the outstanding principal and $0.22 million against accrued markup during the applicable period. Subsequently, in October 2025, Pak Oman Investment Company Limited, acting as the Security agent, further disposed of approximately 22.6 million shares out of the 128.2 million shares called in 2021, generating proceeds of approximately 0.18 million. The proceeds after deduction of applicable charges were appropriated during the year towards settlement of $0.09 million against the outstanding principal and $0.08 million against accrued markup.

These TFCs are secured against first pari passu charge over WorldCall’s present and future fixed assets including equipment, plant and machinery, fixtures excluding land and building with 25% margin in addition to all rights, benefits, claims and interests procured by the Company under:

A.	Long Distance and International (“LDI”) and Wireless Local Loop (“WLL”) license issued by PTA to the Company; and
B.	Assigned frequency spectrum as per deed of assignment.

18. LONG TERM FINANCING – SECURED

	March 31,		December 31,
	2026		2025
	(Unaudited)
Bank Islami Limited	$	85,960		$	99,009
Askari Bank Limited		399,381			524,620
	$	485,341		$	623,629

Bank Islami Limited: This represents balance transferred as a result of restructuring of short-term running finance (RF) facility to Term Loan Facility on February 12, 2021. Principal is repayable in 29 instalments started from February 2022 until May 2024. Markup to be accrued and will be serviced in 24 monthly instalments, starting from June 1, 2024. Effective markup rate applicable will be 6 Month KIBOR (Floor 7.5% and capping 17%). The markup charged during the period on the outstanding balance at 11.03% to 11.87% (2025: 17%). The facility is secured against 1st joint pair passu charge on present and future current and fixed assets excluding land & building & licenses/receivable of LDI & WLL of the Company for $3.15 million with 25% margin, pledge of various listed securities of the Company having carrying value $0.11 million and along with a Mortgage over WorldCall’s Offices at Ali Tower MM Alam Road Lahore and at The Plaza Shopping Mall Kehkashan Karachi.

Subsequently in June 2023, the Bank Islami approved the Company's restructuring request as a result of which overall repayment tenure was extended by 1 year and 6 months i.e. principal repayment will end in November 2025 instead of May 2024 and Markup (interest) repayment will end in November 2027 instead of May 2026. In the same year, period for repayment of principal to the tune of $0.01 million and deferred markup was further extended until November 1, 2027.

Askari Bank Limited: This represents the balance transferred as a result of a settlement agreement from short term running finance (RF) facility to Term Loan Facility as of November 2022. Principal will be repaid in 48 instalments starting from November 2022 until October 2026. Markup outstanding after effective discounts / waivers as per settlement agreement and markup to be accrued will be serviced in 36 monthly instalments, starting from November 2024. Effective markup rate applicable will be 1 Month KIBOR (1MK - 2% (Floor 10%)). The markup is charged during the period on the outstanding balance at 10% (2025: 10% to 11.35%). The facility is secured against a 1st joint pari passu charge on present and future current and fixed assets (excluding land, building and licenses) of the Company with a margin of 25%, collection account with Askari Bank Limited (AKBL) for routing of LDI receivables along with an additional mortgage on properties situated in Sindh, Pakistan.

Subsequently in April 2024, the Bank approved WorldCall’s request for restructuring of instalments as a result of which total repayment tenure of the facility remains unchanged. Principal settlement tenure extended by 1 Year until October 2027. Further, markup (interest) will be paid in the last 2 years (24 instalments) starting from November 2025 and ending in October 2027. WorldCall is in negotiations with the Bank for restructuring.

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19. CONVERTIBLE LOAN

On September 2, 2025, the Company entered into two Subscription Agreements with two accredited investors (the “Investors”), pursuant to which the Investors purchased an aggregate of $1,400,000 of Convertible Promissory Notes from the Company (the “Convertible Notes”).

The Subscription Agreements included customary representations and warranties of the Investors and the Company, and include piggyback registration rights (except in connection with the IPO (discussed below), for a period of one year following the dates of the subscriptions).

The Convertible Promissory Notes do not accrue interest unless and until an event of default occurs. Upon the occurrence of an event of default, the amount due under the Convertible Notes bears interest at five percent (5%) per annum, until repaid in full. Any accrued interest, if applicable, is payable on the maturity date or upon conversion of the Convertible Notes. The Convertible Notes are due and payable, unless earlier converted into common stock as discussed below, on September 2, 2027. The Convertible Notes provide for the automatic conversion of the outstanding principal balance thereof, together with any accrued and unpaid interest, into shares of the Company’s common stock immediately prior to the consummation by the Company of an initial public offering which results in the Company’s common stock being traded on a recognized U.S. securities trading market or exchange, including, but not limited to the Nasdaq Capital Market, Nasdaq Global Market or NYSE American (an “IPO”). The conversion price per share will equal 85% of the per share price to the public in the IPO offering (or, if applicable, 85% of the deemed price of a unit including common stock). The Convertible Notes include customary provisions related to stock splits, combinations, or similar events that proportionately adjust the conversion price. The Convertible Notes are expressly subordinated to all current and future indebtedness of the Company owed to financial institutions and may be prepaid, in whole or in part, at any time without premium or penalty. Events of default under the Convertible Notes include, among other things, (i) the Company’s failure to pay principal, interest, or other amounts when due, subject to a ten-day cure period; (ii) the Company’s insolvency, bankruptcy, reorganization, dissolution, or similar proceedings, including the appointment of a custodian, receiver, or trustee for the Company or its assets; or (iii) any action by the Company authorizing or in furtherance of the foregoing. Upon an event of default, unless cured or waived, any holder may declare its Convertible Notes immediately due and payable, and all amounts owed will accrue interest at the default rate described above.

The Company accounts for convertible debt instruments in accordance with ASC 470-10, ASC 835-30, ASC 815-15, and ASU 2020-06 (Debt — Debt with Conversion and Other Options and Derivatives and Hedging — Contracts in an Entity’s Own Equity). Under this guidance, an entity evaluates whether an embedded conversion feature meets the definition of a derivative instrument and, if so, whether it must be bifurcated from the debt host and accounted for separately.

At issuance, management concluded that:

	1.	The conversion feature is contingent on a future IPO event;
	2.	The Company’s common stock, although quoted on the OTC Markets, was not readily convertible to cash as of March 31, 2026, consistent with ASC 815-10-15-99; and
	3.	The conversion will be physically settled in shares, not net in cash.

Accordingly, the embedded conversion option does not meet the definition of a derivative and is not bifurcated from the debt host.

The Convertible Notes are accounted for as a single liability measured at amortized cost, with imputed interest recognized over the term of the instrument using the effective-interest method based on an estimated market rate for comparable non-convertible debt (approximately 10%).

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Management will reassess the classification if the Company’s shares become actively traded or are uplisted to a national exchange (e.g., NASDAQ), in which case the common stock would be considered readily convertible to cash and the conversion feature could meet derivative criteria under ASC 815.

On December 29, 2025, we entered into a Subscription Agreement with Crickslab LLC F.Z.C, pursuant to which Crickslab LLC F.Z.C purchased $225,000 of Convertible Promissory Notes with the same terms and conditions as discussed above for $225,000.

The total outstanding balance of Convertible Promissory Notes as at March 31, 2026 and December 31, 2025, was $1,625,000.

20. LICENSE FEE PAYABLE

	March 31,		December 31,
	2026		2025
	(Unaudited)
License fee payable	$	162,808		$	162,228
	$	162,808		$	162,228

This represents the balance amount of the license fee payable to the PTA for WLL licenses. The Company had filed an application with PTA for a grant of moratorium overpayment of balance amount of WLL license. However, PTA rejected the Company’s application and demanded its payment. Being aggrieved by this, the Company filed an appeal before Islamabad High Court (“IHC”) against PTA’s order. Meanwhile, the Ministry of Information Technology (“Ministry”) through its letter dated August 30, 2011, allowed the operators, the staggering for settlement of Access Promotion Contribution (“APC”) and Initial Spectrum Fee (“ISF”) dues and required PTA to submit an installment plan for this purpose after consultations with the operators. In respect of an appeal filed by the Company, IHC took notice of the Ministry’s letter and directed PTA through its order dated January 20, 2015, to expeditiously proceed with the preparation and submission of the said installment plan. As of this date, no such installment plan has been submitted by PTA.

PTA has withdrawn the frequencies 3.5 GHz, 479 MHz, 450 MHz, and 1900 MHz PTA in haste and unilaterally has withdrawn 3.5 GHz and 479 MHz frequencies which have already been paid in full until 2024. Through said decision, PTA has also withdrawn 1900 MHz frequency spectrum which was already withdrawn by PTA/FAB in 2015 (11th year) until which the spectrum is fully paid on the basis of actual period of usage by the Company. The WLL License provides for such eventuality that when frequency spectrum is withdrawn, the licensee is to be compensated for the balance life of the frequency spectrum, therefore, after withdrawal of spectrum, there is no outstanding amount to be paid related to 1900 MHz frequency spectrum.

As a consequence of above, during the last year, the outstanding liability for 1900 MHz was reduced to zero on the basis that 1900 MHz frequency had been fully paid for until 2015 (11th year). Similarly, liability for 450 MHz frequency spectrum was reduced pro-rata after withdrawal. Owing to these circumstances, management does not expect the liability to materialize fully in the near future.

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21. DUE TO RELATED PARTIES

March 31,

2026

December 31,

2025

Due to related parties

2,355,964

2,243,820

This represents an interest free loan from a subsidiary’s director to FZC and WorldCALL Private and family members of Stephen Andrew Buck, a director of 123 Investments Limited and payable at the discretion of both companies. The loan is interest free and detail is given in Note No. 29.

22. CONTINGENCIES AND COMMITMENTS

Billing disputes with Pakistan Telecommunication Company Limited (“PTCL”)

GlobalTech Corporation (GTC) and its subsidiaries (collectively, the “Group”) have a dispute of approximately $0.26 million as of March 31, 2026 and December 31, 2025, respectively, with Pakistan Telecommunication Limited (PTCL) in respect of non-revenue time of prepaid calling cards and approximately $0.17 million as of March 31, 2026, in respect of excess minutes billed on account of interconnect and settlement charges. Similarly, PTCL has charged the Group Excess Domestic Private Lease Circuits (“DPLC”) and other media charges amounting to approximately $1.19 million as of March 31, 2026 and December 31, 2025 on account of differences in rates, distances, and date of activations. Management has taken up these issues with PTCL and considers that these would most likely be decided in Group’s favor as there are reasonable grounds to defend the Group’s stance. Hence, no provision has been made in these financial statements for the above amounts.

Disputes with Pakistan Telecommunication Authority (“PTA”)

The Group has filed a suit before Civil Court, Lahore, Pakistan on December 15, 2016, in which it has sought a restraining order against PTA in relation to demands of regulatory and other dues and claimed set off from damages / compensation claim of the Group on account of the auction of preoccupied frequency spectrum. The Group has raised a claim of approximately $18.89 million against PTA. The matter is pending adjudication. As per management it is difficult to predict the outcome of the case at this stage.

During the International Clearing House (ICH) regime, PTA accumulated and charged excess APC for USF contributions amounting to $1,899,923 from WTL (for the period from October 26, 2012 to February 21, 2023) and $1,011,603 (from February 7, 2014 to February 24, 2015), in contravention of the prescribed Access Promotion Contribution (APC) and Accounting Settlement Rate (ASR). WTL has assailed this act of PTA before the Islamabad High Court to seek direction of the court for the return or adjustment of aforementioned amounts.

During the year 2016, PTA again demanded immediate payment of the principal amount of APC amounting to $6.29 million along with default surcharge thereon amounting to $5.90 million as of July 31, 2016 via its notice dated December 1, 2016. Through the aforesaid show cause notice, PTA has also shown intentions to impose penal provisions to levy a fine up to $1.25 million or to suspend or terminate the LDI license by issuance of an enforcement order against the Group. The Group challenged the show cause notice before the Sindh High Court on December 13, 2016 wherein the Court has passed orders restraining PTA from cancelling the licenses of the Group and from taking any coercive action against it. The matter is at the stage of hearing of applications. The Group’s management feels that there are strong grounds to defend the Group’s stance and the liability will not materialize, hence, no provision has been made in these financial statements for the amounts of default surcharge and fine. The Court had remanded the matter to the PTA for further decision, which PTA again decided against the Company. The Group appealed the PTA determination before the Singh High Court, wherein the Court has restrained PTA from taking any coercive measures against the Company for recovery of impugned dues. The matter is still pending adjudication. Moreover, PTA has linked the renewal of LDI license with payment of the aforementioned impugned dues, against which the Company has filed another petition before the High Court of Sindh, whereby the Honorable Court has restrained the PTA from interrupting or suspending the Company's operation. This matter is also pending adjudication before the Court.

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PTA has raised a demand amounting to $0.11 million on account of using extra Radio Spectrum not assigned to the Group. The Group challenged this amount on July 3, 2012 before the Islamabad High Court which has allowed appeal of the Group. PTA filed an appeal before the Honorable Supreme Court of Pakistan in March 2017 which got dismissed. Now, PTA has filed a review application which is still pending. Management is hopeful that its viewpoint shall be upheld; thus, no provision has been incorporated in these financial statements against this demand.

PTA has decided against the Group in the matter relating to the annual radio frequency spectrum fee for the years ended 2011, 2012, 2013, 2014 and 2015 along with late payment charges. The Group has filed appeals against these orders before the honorable Islamabad High Court which are ending adjudication. The management is hopeful that its viewpoint shall be upheld; thus no provision has been incorporated in these financial statements for late payment charges. Moreover, the Company is confident that incidental liability, if any, will be set off by way of a claim filed against PTA.

The Group has filed a suit before the High Court of Sindh on July 2, 2011 for declaration, injunction and recovery of $17.62 million against PTA praying, inter alia, for direction to PTA to determine the Access Promotion Contribution for Fixed Line Local Loop (APCL contribution) and Access Promotion Cost (APC) for Universal Service Fund (USF) strictly in accordance with the formula as per Rule 8(2) and (4) of 2004 Rules and Regulation 7 of 2005 Regulations; restraining PTA from taking coercive actions against the Group to recover the amounts of APCL and APC for USF and direction to PTA to submit accounts and information to the Honorable High Court with regard to collection and, utilization and application of APCL and APC for USF contributions. During the pendency of proceedings, the Court granted an interim injunction to the Group and restrained PTA from taking any coercive action against the Group. The Suit has been disposed of by the Court for want of jurisdiction. The Group is in the process of challenging the said Order. No adverse monetary impact is involved in this matter.

PTA has raised demand amounting to $0.06 million on account of Base Transceiver Station (BTS) registration and microwave charges for the years from 2007 until 2014. The Group challenged this amount in November 2019 before Lahore High Court which was pending adjudication. The grounds of these appeals were that these charges are ultra vires to the act and license. Therefore, PTA had ordered for further proceeding and the appeal was withdrawn accordingly.

PTA has filed recovery proceedings against the Company before the District Collector / District Officer Revenue, Lahore for an amount of $9.44 million including late payment charges on November 4, 2016 due to non-payment of initial spectrum fee (ISF). The Group has not received any notice from the Revenue department. During the year PTA again issued the notice against non-payment of ISF and increased the claim by $3.70 million.

PTA has withdrawn the frequencies 3.5 Ghz, 479 Mhz, 450 Mhz and 1900 Mhz. As per management the Initial Spectrum Fee (ISF) for 3.5 Ghz and 479 Mhz is already fully paid until 2024. The outstanding liability for 1900 Mhz is reduced to zero on the basis that 1900 Mhz frequency has been fully paid for until 2015 (actual withdrawal year), Similarly, liability for the 450Mhz frequency spectrum was reduced on a pro rata basis after withdrawal. Corresponding assets have also been retired.

The Group has filed an appeal with Islamabad High Court on January 12, 2021 against said decision of PTA on similar lines as explained above and the Group’s management feels that there are strong grounds to defend the Group’s stance and that the principal amount and late payment charges determined unilaterally by PTA will not materialize, hence, no provision has been made in these financial statements.

PTA has demanded amounts of annual license fee (ALF) relating to Non-Voice Communication Network Services (NVCNS) through various demand notices. PTA has filed recovery proceedings against the Group before the District Collector / Deputy Commissioner, Lahore for an amount of $0.22 million on February 7, 2020, due to non-payment of an annual license fee (ALF) relating to Non-Voice Communication Network Services (NVCNS). This includes the principal portion of $0.11 million already recognized in the financial statements and late payment charges amounting to $0.11 million. The Group has not received any notice from the Revenue department. The Group’s management feels that there are strong grounds to defend the Group’s stance and that the late payment charges determined unilaterally by PTA will not materialize, hence, no provision has been made in these financial statements.

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PTA had demanded an amount of $1.25 million in respect of fines and a loss of $1.90 million on account of international telephony traffic. The case was decided by Islamabad High Court in favor of the Group; however, PTA appealed the matter before the honorable Supreme Court of Pakistan. The honorable Supreme Court dismissed the appeal of PTA. PTA has now filed review petition No. 708 of 2019 before the Supreme Court of Pakistan on November 23, 2019, which is pending adjudication. The Group has not received any notice in this regard. The Group’s management feels that there are strong grounds to defend the Group’s stance, hence, no provision has been made in these financial statements.

PTA has issued show cause notice to the Group with the direction to pay annual regulatory dues for the years ended 2011, 2012, 2013 and 2014, the cumulative amount of $0.43 million along with late payment charges. The Group has filed the appeals against said notices with PTA which were dismissed on December 4, 2020. The Group therefore filled the appeal in Sindh High Court on December 31, 2020 to set aside the order passed by PTA. The Court directed PTA not to take any coercive action against the Group. Management is hopeful that its viewpoint shall be upheld; thus, no provision has been incorporated in these financial statements against this demand.

Additionally, PTA has determined an amount of $0.90 million against the Group on account of annual regulatory dues for the years ended 2018, 2020, 2021, 2022, 2023, 2024 and late payment fee for the year ended 2008-09. The Group has appealed the PTA determinations before the High Courts. The Honorable court while admitting the petitions for regular hearings, restrained the PTA from taking coercive measures against the company for recovery of the impugned dues.

In another matter related to renewal of FLL Licenses for the Karachi and Lahore regions, PTA determined that the FLL licenses of the Group were renewed subject to payment of the outstanding dues of $14.61 million as ARDs and USD $21.6 million on account of an annual spectrum fee payable under WLL license. Being aggrieved by this order, the Group has filed a petition before the Islamabad High Court, whereby the Honorable Court has restrained the PTA from taking any coercive measures against the Group and suspended operations of the impugned order.

PTA determined the demand amounting to $0.80 million, on account of annual spectrum fee and other regulatory charges, via its determination dated February 22, 2010. Being aggrieved, the Group’s management preferred an appeal before the Honorable Lahore High Court (“LHC”) on March 20, 2010 against the PTA's determination. LHC granted stay against the recovery subject to payment of $0.14 million which was paid by the Group. The Group’s management feels that there are strong grounds to defend the Group’s position and expects the ultimate decision to be in the Group’s favor, although the ultimate outcome is uncertain. The Court has referred the matter to the matter to the Telecommunication Appellate Tribunal to decide the matter after hearing the parties.

Other than the amounts recognized in the financial statements and amounts disclosed in the above contingencies, PTA has also demanded amounts of $5.82 million on account of various charges, default surcharges / penalties / fines. Since the principal amount is disputed, the Group’s management feels that there are strong grounds to defend the Group’s stance and that the liability determined unilaterally by PTA will not materialize, hence, no provision has been made in these financial statements.

Taxation issues in Pakistan

Through an amendment order passed under section 122(5A) of the Ordinance, the Company's return of total income for Tax Year 2006 was amended and declared losses were curtailed by an amount of $2.78 million. The Group’s appeal filed on September 18, 2007 was not entertained by CIR(A) and the amendment order was upheld whereupon the matter was further appealed before ATIR on July 8, 2008, which is pending adjudication. The Group’s management expects relief from ATIR in respect of issues involved in the relevant appeal, there being valid precedents available on record supporting the Group’s stance. Accordingly, no adjustment on this account has been incorporated in these financial statements.

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In computer balloting for total audit u/s 177 of the Ordinance, the Group was selected for total audit proceedings for the tax year 2009 and the same has been completed with the issuance of order dated June 29, 2019 under section 122(1)/122(5) of the Ordinance creating a demand of $0.74 million. Against the said impugned order, appeal has been filed before CIR(A) on August 6, 2019 by legal counsel of the Group. The first appellate authority decided major issues via order dated December 31, 2021 in the Group’s favor and certain issues were remanded back to the department for adjudication afresh. The department initiated and finalized the reassessment proceedings via order dated January 31, 2023 based on relief allowed by first appellate authority. Due to reassessment proceedings, an amount of $0.09 million was refundable. Department (Federal Borad of Revenue) has filed an appeal before ATIR against the order.

A demand of $3.77 million (including default surcharge of $1.16 million) was raised against the Group under section 161/205 of the Ordinance for the period relevant to Tax Year 2012 alleging non-compliance with various applicable withholding provisions contained in the Ordinance. Management appealed the subject order on March 28, 2014 in usual appellate course and while first appellate authority decided certain issues in the Group’s favor, major issues were remanded back to the department for new adjudication. Such appellate order was further appealed by the Group before ATIR on May 20, 2014, at which forum, adjudication is pending. Meanwhile, the Department concluded the reassessment proceedings, primarily repeating the treatment earlier accorded, however, based on relief allowed by first appellate authority, demand now stands reduced to $3.40 million (including default surcharge of $1.10 million). Such reassessment order was appealed by the Group in a second round of litigation and the first appellate authority, through its order dated June 29, 2015, has upheld the Departmental action. Management contested this order before ATIR on August 20, 2015 which has been decided by the ATIR via an order dated July 28, 2025, in favor of the Company.

In computer balloting for total audit u/s 177 of the ITO, 2001, the Group was selected for total audit proceedings for the tax year 2014 and the same has been completed with the issuance of order under section 122(4) of Income Tax Ordinance, 2001 creating a demand of $0.17 million and curtailment of losses by $20.96 million. The said demand was curtailed to $0.02 million through a revised demand order on account of rectification application filed by the Group. Against the said impugned order, appeal has been filed before CIR(A) on January 30, 2018 by legal counsel of the Group. First appellate authority decided the case in favor of the Group via an order dated December 31, 2021 by annulling the impugned order and remanded the case back for adjudication afresh.

The CIR has raised demand against the Group for super tax for the tax year 2018 amounting to $0.16 million. The chargeability has been challenged by the Group through a writ petition in LHC filed on May 16, 2019. The Group’s management feels that there are strong grounds to defend the Group’s stance and the liability will not materialize, hence, no provision has been made in these financial statements.

A sales tax demand of $0.60 million was raised against the Group for recovery of an allegedly inadmissible claim of sales tax refund in Tax Year 2006, filed and sanctioned under section 66 of the Sales Tax Act, 1990. The Group’s appeal against such order was allowed to the extent of additional tax and penalties; however, the principal amount was held against the Group by the then relevant Customs, Excise and Sales Tax Appellate Tribunal (CESTAT). The Group further appealed the issue on November 10, 2009 before Lahore High Court (LHC) where the litigation is presently pending. While recovery to the extent of 20% of principal demand of sales tax has been made by the tax authorities, an interim injunction by the honorable Court enjoins the Department from enforcing any further recovery. Since management considers the refund to be legally admissible to the Group, no liability on this account has been recognized in these financial statements and the amount already recovered has been recorded as being receivable from the tax authorities. It is pertinent to highlight here that adverse judgment earlier passed by CESTAT no longer holds the field as through certain subsequent judgments, controversy has been decided by ATIR (forum now holding appellate jurisdiction under the law) in favor of other taxpayers operating in the Telecom Sector. The Honorable LHC has set aside the judgment of the Tribunal on May 24, 2017 and has remanded the case for decision afresh. The Tribunal is yet to issue notice for the hearing. The Group’s management feels that there are strong grounds to defend the Group’s stance and the liability will not materialize, hence, no provision has been made in these financial statements.

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On September 30, 2016, Punjab Revenue Authority (PRA) issued show cause notice allegedly demanding $1.50 million for the periods from May 2013 to December 2013. The Company challenged imposition of sales tax on LDI services on the first appellate authority in 2016 and relief granted by CIR(A) through set aside the demand created by PRA with direction of reassessment proceedings. The Company challenged these proceedings through filing a writ petition in LHC heard on February 9, 2017 on the grounds that it was unconstitutional and in violation of fundamental principles of sales tax and international commitments of Government of Pakistan. The writ petition has been allowed with instructions passed by honorable Judge of Lahore High Court Lahore to PRA restraining from passing final order in pursuance of proceedings. The matter has been taken up by other LDI operators against PRA in June 2015 before LHC on the grounds that imposition of sales tax is unconstitutional and in violation of fundamental principles of sales tax and international commitments of Government of Pakistan. The period pertains to ICH’s time when the amount of sales tax was withheld by PTCL. Based on the advice of the Company’s tax advisor, management is of the view that the Company’s case is based on meritorious grounds and hence, relief would be secured from the Court. In view of the above, provision for sales tax on LDI services aggregating $4.30 million has not been made in these financial statements.

On December 13, 2023, Punjab Revenue Authority (PRA) issued show cause notice allegedly demanding $7.66 million for the periods from January 2018 to December 2020. The Group challenged imposition of sales tax on LDI and other services on the first appellate authority in 2024 and CIR(A) decided the case via order dated March 4, 2025 in favor of the department. Management has contested this order before Appellate Tribunal of Punjab Revenue Authority (PRA) on April 4, 2025 for a favorable outcome. The case has been decided by the Appellate Tribunal of PRA via order dated September 9, 2025 in favor of the Group, which set aside the impugned order and remanded back for adjudication afresh.

Through amendment orders passed under section 122(5A) of the Ordinance, department disallowed the adjustment of tax deducted u/s 148 of the Ordinance for the tax years 2011, 2012, 2014 and 2015. The Group’s appeals filed on August 2, 2017 were decided by the first appellate authority through a consolidated order dated October 2, 2017 in favor of the Group while the department challenged the order passed by the CIR(A) before the ATIR. The appeals have been decided by the ATIR via a consolidated order dated April 25, 2024 in favor of the Group and the Appellate Tribunal Inland Revenue (ATIR) dismissed the departmental appeals. The department has filed reference/petition in the Lahore Hight Court against the order.

On August 31, 2023, Sindh Revenue Board (SRB) issued show cause notice allegedly demanding $2.35 million for the periods from August 2015 to December 2016. The Group challenged imposition of sales tax on LDI and other services on the first appellate authority and filed appeal on April 11, 2025 before Commissioner Appeals (SRB) for favorable outcome. Management is of the view that the Group’s case is based on meritorious grounds and hence, relief would be secured from the Appellate Authoeity. In view of the above, provision for sales tax aggregating $2.35 million has not been made in these financial statements.

Through assessment orders passed under section 161/205 of the Ordinance for the tax year 2004 & 2005, the demand of $0.65 million was created. The management challenged the orders before the first appellate authority while the first appellate authority decided the case via order dated January 28, 2008 in favor of the department. The Group challenged the orders before the ATIR, while the appeals have been decided by the ATIR via consolidated order dated May 23, 2008 in favor of the Group and cancelled the assessment order. The department challenged the orders before honorable Lahore High Court Lahore and the High Court decided the case via judgement dated September 27, 2015 in favor of the Group. The department challenged the orders before the honorable Supreme Court of Pakistan and the matter has been remanded back to the Lahore High Court Lahore via order dated February 10, 2023 for adjudication afresh. In the second round, the case has been decided by the honorable Lahore High Court Lahore via judgment dated November 4, 2024 in favor of the department. The management contested this judgment before honorable Supreme Court of Pakistan for favorable outcome while the case has been decided by the honorable Supreme Court of Pakistan via judgment dated November 11, 2025 in favor of the Group.

An assessment order dated June 14, 2016 was passed under section 11 of the Sales Tax Act 1990, raising a total sales tax demand of $0.08 million along with penalty of $0.004 million, which was resultantly assailed before the first appellate authority (CIR(A). The matter was remanded back by CIR(A) to the assessing officer via order dated September 16, 2016. The department being aggrieved of the remand order filed an appeal before the ATIR and the ATIR without providing any hearing opportunity to the taxpayer, remanded the matter back to the CIR(A) via order dated July 6, 2023. The order of ATIR was challenged before the Lahore High Court Lahore on the basis that the taxpayer has been condemned unheard, however, the reference was dismissed by Lahore High Court via judgment dated November 27, 2023. The Group has further assailed the judgment of the Lahore High Court in the Supreme Court of Pakistan. The leave was refused by the Supreme Court of Pakistan via judgment dated February 19, 2025. Now the case after being remanded back to the CIR(A) is in the field and the matter is pending adjudication before the CIR(A).

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Other matters

One of the Group’s suppliers has filed a suit for recovery on July 12, 2018 before the Civil Court, Lahore, Pakistan of certain moneys alleged to have not been paid by the Group under its agreements with the supplier. The principal claim is $0.06 million however the claim is inflated to $0.82 million on what the Group believes is a frivolous basis. The Group denies the claim and is hopeful for a positive outcome. Management is of the view that it is unlikely that any claim of said supplier will materialize.

One of the Group’s suppliers has filed a petition on November 21, 2014 before LHC. The vendor has a claim of $0.77 million receivable from the Group. Further details of the litigation have not been disclosed as it may prejudice the Group’s position. The Company has denied the veracity of such claims and has also challenged the maintainability of the proceedings. Also, the Group filed a counter petition during the year 2015 claiming $1.12 million under the same contract against which the supplier has claimed its dues. The Group had to deposit an amount of $0.07 million in the Court in respect of this case. The honorable High Court has already required both companies to resolve disputes in terms of their agreement. The matter stands adjourned sine die. Management is of the view that it is unlikely that any adverse order will be passed against the Group.

One of the Group’s suppliers and its allied international identities (referred to as suppliers) filed a winding up petition dated October 16, 2017 before LHC and made a claim of $0.23 million and USD 4.869 million which was dismissed on September 26, 2018. The suppliers have also filed civil suit before Islamabad Civil Court dated September 17, 2018 for recovery of USD 12.35 million and Rs. 68.08 million along with damages of USD 20 million. The learned civil judge accepted the application under Order VII Rule 10 CPC and dismissed the suit. The suppliers have now filed an appeal before the Honorable Islamabad High Court, Islamabad against the order passed on July 10, 2019 by the learned civil judge, Islamabad. The Islamabad High Court has also dismissed the supplier's appeal, thereafter supplier has now filed its claim in the civil court at Lahore and the matter is pending adjudication. The Group has already filed suit for recovery of USD 93.3 million against this supplier for default in performance of agreements before Civil Court, Lahore in August 2017. The Group has also filed another suit before the Civil Court, Lahore for recovery of $5.35 million for causing damage to the Group for filing a frivolous winding up petition. Management is of the view that it is unlikely that any claim of said suppliers will materialize.

The Group is in the process of compliance with Regulation 11 of the Companies (Further Issue of Shares) Regulations 2020 and section 83 of Companies Act 2017. The Group may be liable to pay penalties for delayed compliance. However, the management is of the view that it is unlikely that any claim will materialize against the Group.

A total of cases 31 (2024:30) are filed against the Group involving Regulatory, Employees, Landlords and Subscribers having aggregate claim of all cases amounting to $0.54 million (2024: $0.4 million). Because of the number of cases and their uncertain nature, it is not possible to quantify their financial impact. Management is of the view that the outcome of these cases is expected to be favorable and liability, if any, arising out of the settlement is not likely to be material.

The Group has filed an appeal before the High Court against the Enforcement Order dated December 27, 2022, issued by the Pakistan Telecommunication Authority (PTA). Under the Impugned Order, PTA has directed the Group to make a payment of $0.38 million within seven days of receipt. The Group has contested this demand on factual and legal grounds. Pursuant to the order of the High Court dated May 29, 2023, the Impugned Order has been suspended, and the PTA has been restrained from taking any coercive action against the Group. The case remains pending at the hearing stage. The Group continues to evaluate the potential financial impact of this matter. Based on management’s assessment, no provision has been recognized in the financial statements, as the outcome remains uncertain at this stage.

The Group has filed an appeal before the High Court challenging the Enforcement Order dated August 19, 2024, issued by the PTA. Under the Impugned Order, the PTA has directed the Group to make a payment of $0.06 million within three days of receipt. The High Court, through its interim order dated September 11, 2024, has directed PTA not to take any coercive action against the Company. The case is currently at the hearing stage. Based on management’s assessment, the Group considers the demand to be uncertain, and accordingly, no provision has been recognized in the financial statements, as the outcome remains uncertain at this stage.

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The Group has filed an appeal before the High Court challenging the Ex-Partee Enforcement Order dated August 19, 2024, issued by the PTA. Under the Impugned Order, PTA has directed the Group to make a payment of $0.17 million within three days of receipt. The High Court, through its interim order dated September 11, 2024, has directed PTA not to take any coercive action against the Group. The case remains at the hearing stage. Based on management’s assessment, the Company believes that the demand is subject to uncertainty. Accordingly, no provision has been recognized in the financial statements.

The Group has filed an appeal before the High Court challenging the Ex-Partee Enforcement Order dated August 19, 2024, issued by the PTA. Under the Impugned Order, PTA has directed the Group to make a payment of $0.36 million within three days of receipt. The High Court, through its interim order dated September 11, 2024, has directed PTA not to take any coercive action against the Group. The case remains at the hearing stage. Based on management’s assessment, the Group believes that the demand is subject to uncertainty. Accordingly, no provision has been recognized in the financial statements.

The Company has filed an appeal before the High Court challenging the Ex-Partee Enforcement Order dated August 19, 2024, issued by the PTA. Under the Impugned Order, PTA directed the Company to make a payment of $0.12 million within three days of receipt. The High Court, through its interim order dated September 11, 2024, has directed PTA not to take any coercive action against the Company. The matter remains at the hearing stage. Based on management’s evaluation, the Company considers the demand to be uncertain. Accordingly, no provision has been recognized in the financial statements.

The Group has filed an appeal before the High Court of Sindh against an Enforcement Order issued by the PTA on August 19, 2024. The Enforcement Order directed the Group to pay alleged outstanding Annual Regulatory Dues (ARDs) amounting to $0.10 million within three days of receipt of the order. The Group disputes the factual and legal basis of the order and has sought judicial review of the matter. As per the interim order passed by the High Court on September 11, 2024, the PTA has been restrained from taking any coercive actions in relation to the Enforcement Order. The matter remains under hearing, and no provision has been recognized in the financial statements as at the reporting date.

Notwithstanding the above, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

23. RECLASSIFICATION OF COMPARATIVE FIGURES

Certain amounts in the prior period’s consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net income, total assets, or total liabilities.

The comparative of consolidated statements of operations, cashflows and change in equity do not include 123 Investments Limited’s activities as that period was before the acquisition of 123 Investments Limited and therefore, comparatives may not be comparable.

24. NET REVENUE

	March 31,
	2026			2025
Telecom services	$	3,916,139			$	3,648,741
Broadband services		554,261				338,253
Technology Services		736,021				353,529
Retail and footwear		6,298,862				-
Other Services		2,287				15,957
Gross Revenue		11,507,570				4,356,480
Less: Discounts		(17,121	)			(207	)
Less: Sales tax		(1,065,440	)			(14,553	)
	$	10,425,009			$	4,341,720

Introduction

The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. All revenue is recognized as our performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account under ASC 606.

Most of our current contracts with customers contain a single performance obligation. For contracts where we provide multiple services, such as where we perform multiple ancillary services, each service represents its own performance obligation. The standalone selling prices are based on the contractual price for the service. Our contracts generally include standard commercial payment terms. We have no significant obligations for refunds, warranties or similar obligations and our revenue includes sales taxes collected from our customers.

Disaggregation of Revenue from Contracts with Customers

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The following table represents a disaggregation of revenue for the three months ended March 31, 2026 and 2025:

	March 31,
	2026		2025
Telecom Services:
International termination services	$	3,916,139		$	3,648,741
	$	3,916,139		$	3,648,741
Broadband Services:
Cable TV and internet services		445,044			230,959
Metro fiber solutions		79,615			78,551
Capacity sale services		29,602			28,743
Total	$	554,261			338,253
Technology Services	$	736,021		$	353,529
Retail footwear	$	6,298,862		$	-

The product wise breakup of retail footwear revenue is given below:

	March 31,
	2026		2025
Revenue source

Retail sale of footwear	$	774,094		$	-
Wholesale footwear		722,350			-
Sales on QVC television & internet shopping channel		2,219,351			-
Concession sale		2,583,067			-
	$	6,298,862		$	-

International termination services:

This service represents the international inbound traffic terminated in Pakistan via the Company’s network to local mobile network operators such as Mobilink, Zong, Telenor and Ufone. Revenue from terminating minutes is recognized at the time the call is made over the network of the Company. There is a postpaid billing invoicing cycle for such services. Company revenue is based on a per minute rate and total volume of traffic in minutes. There is a postpaid billing invoicing cycle for such services. Our customers are the local mobile network operators and other operators and not the individuals making the calls.

Geographical Disaggregation of Revenue

The Company provides a geographical disaggregation of revenue to show performance across regions which are (1) United States, (2) United Arab Emirates, (3) Pakistan, and (4) United Kingdom.

The details for revenues for the three months ended March 31, 2026 and 2025, are as follows:

Geographic Area	Three Months Ended March 31, 2026		Three Months Ended March 31, 2025
United States	$	-		$	-
United Arab Emirates	$	-		$	-
Pakistan	$	5,192,710		$	4,341,720
United Kingdom*	$	5,232,299			-
Total	$	10,425,009		$	4,341,720

* All revenue is generated in the United Kingdom.

Long-lived assets of the Company as of March 31, 2026 and December 31, 2025, were:

Geographic Area	March 31, 2026		December 31, 2025
United States	$	11,150,688		$	10,000,688
United Arab Emirates	$	5,779,857		$	5,751,136
Pakistan	$	26,091,227		$	25,942,902
United Kingdom*	$	27,651,106			29,160,156
Total	$	70,672,878		$	70,854,882

* All long-lived assets are located in the United Kingdom.

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25. DIRECT OPERATING COSTS

	Three Months Ended March 31,
	2026		2025
Interconnect, settlement and other charges	$	3,733,378		$	3,530,858
Salaries, wages and benefits		1,086,499			116,740
Bandwidth and other PTCL charges		57,445			37,853
Power consumption and rent		22,359			42,302
Network maintenance and insurance		24,632			34,353
PTA fees		15,699			2,918
Cable license fee		15,585			14,798
Inventory consumed		2,106,274			14
Shared service cost		367,078			49,873
Fees and subscriptions		40,296			18,770
Content cost		822			807
Security services		1,172			1,257
Others		35,629			81,155
	$	7,506,868		$	3,931,698

26. OTHER OPERATING COSTS

	March 31,
	2026		2025
Salaries, wages and benefits	$	1,474,180		$	196,195
Fees and subscriptions		17,270			8,044
Website Cost		599,846			-
Legal and professional		1,135,028			232,992
Rent, rates and taxes		114,553			10,810
Travelling and conveyance		121,534			56,890
Transportation		405,930			21,519
Utilities		55,094			13,802
Communications		19,820			1,407
Repairs and maintenance		30,976			4,896
Security services		4,016			4,349
Insurance		71,179			1,618
Business promotion and entertainment		83,895			22,361
Printing and stationery		6,404			2,282
Directors' meeting/remuneration expense		19,136			20,420
Miscellaneous		72,771			44,160
	$	4,231,632		$	641,745

27. FINANCE COST

	Three Months Ended March 31,
	2026		2025
Unwinding of discount on liabilities	$	8,039			-
Interest on term finance certificates		126,856			176,350
Interest on long term loan		143,663			143,481
Interest on short term borrowings		345,526			-
Finance charges on lease liabilities		18,719			20,523
Trade facility charges		64,381
Bank charges and commission		94,054			6,383
	$	801,238		$	346,737

28. TAXATION

The provision (benefit) for income taxes for the three months ended March 31, 2026 and 2025 consisted of the following:

	Three Months Ended March 31,
	2026		2025
Current provision
For the period	$	64,574		$	53,733
Prior periods		-			-
Total current provision		64,574			53,733
Deferred provision		-			-
Total provision	$	64,574		$	53,733

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The provision for current taxation represents minimum / final tax under the provisions of the Income Tax Ordinance, 2001 (ITO), as applicable in Pakistan.

	Three Months Ended March 31,
	2026		2025
Current provision
Federal	$	-		$	-
State		-			-
Foreign		64,574			53,733
Total current provision		64,574			53,733
Deferred		-			-
State		-			-
Foreign	$	-		$	-
Total provision		64,574			53,733

The provision for current taxation represents minimum / final tax under the provisions of the Income Tax Ordinance, 2001 (ITO), as applicable in Pakistan.

Since the Company does not have taxable income and accounting income for the three month periods ended March 31, 2026 and 2025, therefore minimum tax on turnover has been levied under the Income Tax Ordinance, 2001, as applicable in Pakistan and details are shown below.

The effective tax rate for the three months ended March 31, 2026 and 2025, is set forth below:

				Three months Ended March 31, 2026 (Restated)			Three months Ended March 31, 2025

	USD			Rate		USD	Rate
Loss before provision for income taxes		(3,964,752	)		100.00	%	(1,071,471	)	100	%
Tax benefit at US Statutory rate		(832,598	)		21.00	%	(225,009	)	21.00	%
Foreign tax-rate differential:
Pakistan-Foreign tax rate differential		718,338			(18.12	)%	165,691		(15.46	)%
Pakistan Changes in valuation allowance		41,249			(1.04	)%	25,010		(2.33	)%
Minimum turnover tax		64,574			(1.63	)%	53,733		(5.01	)%
UK		-			0	%	-		0	%
Total Foreign tax rate differential		824,161			(20.79	)%	244,434		(22.81	)%
US-Changes in valuation allowance		73,011			(1.84	)%	34,308		(3.20	)%
Income tax expense and effective tax rate		64,574			(1.63	)%	53,733		(5.01	)%

The Company recorded a consolidated pre-tax loss for the period. The effective tax rate differs from the U.S. statutory rate primarily due to the establishment of a valuation allowance against deferred tax assets.

The components of the Company’s deferred income taxes as of March 31, 2026 and December 31, 2025 are as follows:

	March 31, 2026 Restated			December 31, 2025 Restated
	WorldCall			123 Investments			GTC		Total		Total
Deferred Tax Assets
Intangible asset	$	-			$	-		$	-		$	-		$	-
Stores and spare and Stock in trade		4,196				-						4,196			4,181
Trade debts		3,216,360				-						3,216,360			3,204,894
Provision for credit losses of advances		231,178				-						231,178			230,354
Provision for credit losses of other receivables		50,262				-			313,356			18,392,755			50,083
Unused tax losses		14,372,402				-			(313,356	)		(11,886,263			14,561,518
DTA On Minimum Tax		-				-						-			-
Retirement benefits		205,001				-						205,001			204,270
Deferred income tax assets		18,079,399				-			353,356			18,432,755			18,255,300
Less: Valuation Allowance		(11,572,907	)			-			(353,356	)		(11,926,263	)		(11,772,003	)
Deferred income tax assets - net of valuation allowance	$	6,506,492			$	-		$	-		$	6,506,492		$	6,483,297

Deferred Tax Liabilities									-
Property, plant and equipment and held for sale	$	(2,925,984	)		$	-		$	-		$	(2,925,984	)	$	(2,915,555	)
Leased assets		(3,148,943	)			-			-			(3,148,943	)		(3,137,718	)
Sponsor Loan		(234,148	)			-			-			(234,148	)		(233,313	)
Intangible asset						-			-			-			(11,988	)
Intangible asset - 123 Investment		(12,033	)			(5,810,857	)		-			(5,822,890	)		(5,761,487	)
Leasehold improvements		(185,384	)			-			-			(185,384	)		(184,723	)
Deferred income tax liabilities	$	(6,506,492	)			(5,810,857	)		-		$	(12,317,349	)	$	(12,244,784	)

Net Deferred Tax (Liability)/Assets	$	-			$			$			$	(5,810,857	)	$	(5,761,487	)

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In accordance with ASC 740-10-30-18, the deferred tax liabilities represent future taxable amounts that are expected to reverse in future periods and therefore constitute a significant source of objectively verifiable future taxable income available to realize deferred tax assets.

Substantially all of the Company’s deferred tax assets relate to WorldCall Telecom Limited (“WTL”) in Pakistan and GlobalTech Corporation (“GTC”) in the United States.

As of March 31, 2026, WTL had gross deferred tax assets of approximately $18.08 million, primarily attributable to unused tax losses, allowances for credit losses, post-employment benefits and other deductible temporary differences. The deferred tax assets attributable to unabsorbed depreciation may be carried forward indefinitely under Section 57(4) of the Pakistan Income Tax Ordinance, 2001. Other business-loss carry forwards remain subject to the applicable expiration and utilization provisions of Pakistan tax law. The indefinite carry forward period applicable to unabsorbed depreciation does not, by itself, establish that the related deferred tax assets will be realized.

In assessing the realizability of WTL’s deferred tax assets, management considered all available positive and negative evidence in accordance with ASC 740-10-30-18 and ASC 740-10-30-21 through 30-23. Management gave substantial weight to the objectively verifiable negative evidence associated with WTL’s cumulative historical operating losses. Anticipated growth in revenue, future operating profitability and the commercialization of additional products and services were based primarily on projections and therefore were not considered sufficient to overcome the objectively verifiable negative evidence.

Accordingly, the Company recorded a valuation allowance of approximately $11.57 million against WTL’s deferred tax assets as of March 31, 2026. After recording the valuation allowance, approximately $6.51 million of WTL’s deferred tax assets remain. These deferred tax assets are supported solely by approximately $6.51 million of existing deferred tax liabilities of WTL that are expected to reverse within the same tax jurisdiction and tax-paying component during periods in which the related tax attributes are available. Based on the scheduled reversal of these taxable temporary differences, management concluded that the deferred tax liabilities constitute an objectively verifiable source of taxable income under ASC 740-10-30-18. Accordingly, WTL has no net deferred tax asset as of March 31, 2026.

GTC had deferred tax assets of approximately $0.31 million as of March 31, 2026, against which a full valuation allowance has been recorded. The Company’s total valuation allowance was therefore approximately $11.89 million as of March 31, 2026.

After considering the valuation allowances and the Company’s deferred tax liabilities, the Company had no consolidated net deferred tax asset and reported a net deferred tax liability of approximately $5.81 million as of March 31, 2026. The net deferred tax liability primarily relates to taxable temporary differences associated with intangible assets of 123 Investments Limited recognized in connection with its acquisition. Management will continue to evaluate the realizability of deferred tax assets in each future reporting period based on the weight of all available positive and negative evidence.

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29. RELATED PARTIES

Related parties comprise the parent Company, associated companies / undertakings, directors of the Company and their close relatives and key management personnel of the Company. The Company, in the normal course of business, carries out transactions with various related parties. Credit terms with related parties are more than normal business arrangements. Amounts due from and due to related parties are shown under respective notes to these financial statements.

		March 31,
		2026			2025
Transactions during the period
Worldcall Cable (Private) Limited	Interest charged	$	236			$	282
Worldcall Ride Hail (Private) Limited	Interest charged	$	4				-
Babar Ali Syed	Funds repaid		(72,008	)			(161,435	)
Ben Buck	Loan		(63,990	)			-
C Buck	Loan		250,977				-
D Buck	Loan		(2,833	)			-
Key management personnel	Advances against expenses disbursed (adjusted) - net	$	(1,633	)		$	18,690

		March 31, 2026		December 31, 2025

Advance to a related party (Non-current assets)
Stephen Andrew Buck	Advance against purchase of property	$	3,481,536		$	3,360,688

Due from related parties (Current assets)
Worldcall Cable (Private) Limited		$	14,646		$	14,358
Worldcall Ride Hail (Private) Limited			114		$	110
Footwear Software Limited			44,123			142,296
MIP Distribution Limited			-			1,439
Total		$	58,883			158,203

Due to related parties (current liabilities)
Key management personnel		$	345,959		$	347,416

Due to related parties (non-current liabilities)
Babar Ali Syed	Payable	$	195,245		$	267,253
Ben Buck	Payable		435,975			499,965
C Buck	Payable		924,137			673,160
D Buck	Payable		800,607			803,442
Total		$	2,355,964		$	2,243,820

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As on March 31, 2026 and December 31, 2025, the outstanding balance from key management personnel was approximately $345,959 and $347,416, respectively against miscellaneous expenses including salaries and other employee benefits.

The Company’s subsidiaries owe an approximately $2.36 million interest free loan to a subsidiary’s director, Babar Ali Syed and family members of Stephen Andrew Buck, a director of 123 Investments Limited, as of March 31, 2026, which does not accrue interest.

30. GOING CONCERN AND RISKS RELATED TO WTL

GOING CONCERN UNCERTAINTY

Worldcall Telecom Limited (WTL) has incurred recurring losses from operations, has overdue borrowings, and is dependent on continued financial support from its shareholders, including the Company, to meet its obligations. These conditions raise substantial doubt about WTL’s ability to continue as a going concern.

Risks and Restrictions

Pursuant to ASC 810-10-50, the Company has considered risks and restrictions relating to WTL, including:

	·	Restrictions on transfer of funds: Due to WTL’s financial condition and local regulatory environment, there are restrictions on the upstreaming of dividends and other transfers of cash to the Company.
	·	Exposure to losses: As majority shareholder and financial supporter, the Company may be required to provide additional financial support to WTL in the future.
	·	Carrying amounts: As of March 31, 2026, WTL’s consolidated assets and liabilities included in the Company’s consolidated balance sheet were approximately $40.37 million and $56.49 million, respectively.

Management will continue to monitor WTL’s financial condition, liquidity requirements, and regulatory environment. Any material changes in WTL’s ability to continue as a going concern or transfer funds to the Company will be disclosed in future filings.

123 Investments Limited incurred a loss of USD 2.48 million for the three months ended March 31, 2026. However, such loss is temporary and seasonal in nature. The Company expects its operating performance to improve in the forthcoming periods as business activity progresses during the year.

Accordingly, management does not believe that the current period loss gives rise to any going concern uncertainty in relation to 123 Investments Limited.

31. NET LOSS PER COMMON SHARE: BASIC AND DILUTED

The net loss per common share (Basic and Diluted) for the quarter ended March 31, 2026 and 2025 are given below:

		March 31, 2026			March 31, 2025
Basic loss per share:
Loss after taxation attributable to parent	(a)	$	(2,120,166	)		$	(621,113	)

Weighted average number of common shares	(b)		50,276,540				46,644,464

Basic loss earnings per share	(a/b)		(0.042	)			(0.013	)

Diluted loss per share:

Loss after taxation attributable to parent	(a)	$	(2,120,166	)			(621,113	)

Weighted average number of common shares			50,276,540				46,644,464
Weighted average number of common shares for diluted loss per share	(b)		50,276,540				46,644,464

Diluted loss per common share	(a/b)		(0.042	)			(0.013	)

i.	Because the Company incurred a net loss for the periods presented, the assumed conversion of Series A Convertible Preferred Stock is anti-dilutive. Accordingly, diluted net loss per share is equal to basic net loss per share, and the weighted-average shares used for diluted net loss per share are the same as those used for basic net loss per share.

ii.	The shares issuable upon settlement of the contingent consideration arrangements have been excluded from the computation of basic and diluted net loss per share. The contingent issuance of Series A Convertible Preferred Stock is subject to post-closing conditions and, accordingly, the related shares are not considered outstanding for basic net loss per share. In addition, because the Company incurred a net loss for the periods presented, the assumed conversion of Series A Convertible Preferred Stock is anti-dilutive and has therefore been excluded from diluted net loss per share. Shares potentially issuable under the performance-based earn-out arrangement have also been excluded from basic and diluted net loss per share because the arrangement is classified as a liability.

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32. PREFERRED STOCK

Preferred stock, $0.0001 par value – 50,000,000 shares authorized and 92,000 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) designated at March 31, 2026 with 82,800 shares issued.

The Company evaluated the Series A Preferred Stock under the guidance in ASC 480-10-25, including ASC 480-10-25-14, which requires liability classification for financial instruments that are mandatorily redeemable or that embody an obligation to transfer assets.

The Series A Preferred Stock does not contain any mandatory redemption provisions. The shares are not redeemable at the option of the holders, nor is the Company obligated to redeem the shares upon the occurrence of any specified event. In addition, the instrument does not require settlement in cash or other assets.

The Company also considered whether the conversion features could require the issuance of a variable number of shares with a fixed monetary value, which could result in liability classification under ASC 480-10-25-14. The conversion provisions provide for settlement solely through the issuance of shares of the Company’s common stock based on a conversion price determined with reference to the Company’s equity value at the time of conversion. Accordingly, the conversion features do not obligate the Company to deliver a variable number of shares with a fixed monetary value.

Based on this analysis, the Company concluded that the Series A Preferred Stock does not meet the criteria for liability classification under ASC 480.

The Company also evaluated the optional and automatic conversion features under ASC 815 to determine whether the embedded conversion feature should be bifurcated as a derivative instrument.

The conversion provisions allow the Series A Preferred Stock to convert into shares of the Company’s common stock based on a conversion price equal to the greater of (i) $6.00 per share or (ii) 80% of the initial public offering price of the Company’s common stock in connection with a qualified uplisting transaction, subject to customary anti-dilution adjustments.

The Company considered whether the conversion feature meets the definition of a derivative and whether it qualifies for the equity scope exception under ASC 815-10-15-74 and ASC 815-40. The Company concluded that the conversion feature:

·	is indexed to the Company’s own stock;
·	will be settled solely in shares of the Company’s common stock; and
·	does not permit or require net cash settlement.

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Accordingly, the embedded conversion feature qualifies for the equity scope exception and does not require bifurcation as a derivative instrument.

The Company also evaluated whether the Series A Preferred Stock should be classified outside of permanent equity pursuant to ASC 480-10-S99-3A, which requires classification in temporary equity if an equity instrument is redeemable upon events that are not solely within the control of the issuer.

The Series A Preferred Stock does not contain redemption rights that permit the holders to require the Company to redeem the shares. The liquidation preference associated with the Series A Preferred Stock is only payable upon a liquidation, dissolution, or winding-up of the Company and therefore does not represent a redemption feature under this guidance.

The protective provisions associated with the Series A Preferred Stock require approval of the holders of a majority of the outstanding Series A Preferred Stock for certain corporate actions, including amendments to the designation of the Series A Preferred Stock or actions that could adversely affect the rights of the holders.

The Company concluded that these provisions represent customary investor protection rights and do not create redemption rights, settlement obligations, or embedded derivative instruments.

Based on the analyses described above, the Company concluded that:

·	the Series A Preferred Stock does not meet the criteria for liability classification under ASC 480-10-25-14;
·	the embedded conversion feature qualifies for the equity scope exception under ASC 815 and does not require bifurcation; and
·	the Series A Preferred Stock does not contain redemption provisions requiring classification outside of permanent equity under ASC 480-10-S99-3A.

Accordingly, the Company determined that classification of the Series A Preferred Stock within permanent equity is appropriate.

33. NON-CONTROLLING INTEREST (NCI)

	March 31, 2026			March 31, 2025
Breakup of non-controlling interest (NCI)
NCI of WorldCall Public and Others	$	(695,564	)		$	(504,091	)
NCI of 123 Investments Limited		(1,213,596	)			-

34. COMMON STOCK AND ADDITIONAL PAID-IN-CAPITAL

The Company is authorized to issue 500,000,000 shares of common stock, each having a par value of $0.0001 per share. As of the beginning of the period, the Company had 50,239,698 issued and outstanding shares of common stock, with an aggregate value of $5,024. During the period, the Company issued 117,334 additional shares of common stock at an issuance price of $6.00 per share, valued at $704,000.

In accordance with GAAP, the proceeds from the issuance have been allocated between common stock and additional paid-in capital based on the stated par value. Accordingly, $11.73 (117,334 shares × $0.0001 par value) has been credited to common stock, while the remaining $703,988.27 has been credited to additional paid-in capital.

As of the end of the period, the Company had 50,357,032 issued and outstanding shares of common stock, with an aggregate value of $5,036. All issued shares are fully paid and non-assessable and rank pari passu with the existing common stock. The issuance was completed pursuant to the requisite corporate approvals. No material share issuance costs were incurred in connection with this transaction.

35. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

36. RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

Management determined that the Company had not recorded a sufficient valuation allowance against the net deferred tax assets of WTL as of December 31, 2025. In evaluating the realizability of those deferred tax assets, the Company’s previous assessment did not appropriately weigh the objectively verifiable negative evidence associated with WTL’s cumulative historical operating losses and placed undue reliance on subjective projections of future taxable income.

The Company evaluated the error under ASC 250 and concluded that its previously issued consolidated financial statements as of and for the year ended December 31, 2025, should be restated.

As a result, the Company recorded an additional valuation allowance of approximately $8.40 million against WTL’s net deferred tax assets. The adjustment increased the total valuation allowance from approximately $3.37 million to approximately $11.77 million.

After recording the additional valuation allowance, WTL’s remaining deferred tax assets of approximately $6.48 million are fully offset by approximately $6.48 million of deferred tax liabilities of WTL. Accordingly, WTL has no net deferred tax asset as of December 31, 2025.

The adjustment eliminates the consolidated deferred tax asset previously reported at approximately $2.64 million and results in the presentation of a noncurrent deferred tax liability of approximately $5.76 million. The restatement increases income tax expense and net loss for the year ended December 31, 2025, by approximately $8.40 million and reduces total shareholders’ equity by the same amount. The adjustment has no effect on the Company’s cash flows.

The effects of the restatement on the Company’s consolidated financial statements as of December 31, 2025, are presented below.

	As Previously Reported December 31,			Adjustment/			As Restated December 31,
	2025			Reclassification			2025
Balance Sheet
Non-current asset
Deferred tax asset	$	2,641,751			$	(2,641,751	)	$	-
Total assets	$	103,145,841			$	(2,641,751	)	$	100,504,090

Non-current liabilities
Deferred tax liability	$	-			$	5,761,487		$	5,761,487
Total non-current liabilities	$	8,024,014			$	5,761,487		$	13,785,501
Total liabilities	$	63,312,175			$	5,761,487		$	69,073,662

Shareholders' Equity
Accumulated deficit	$	(39,824,105	)		$	(4,638,587	)	$	(44,462,692	)
Shareholders' equity attributable to parent	$	(20,280,894	)		$	(4,638,587	)	$	(24,919,481	)
Non-controlling interest	$	60,114,560			$	(3,764,651	)	$	56,349,909
Total shareholders' equity	$	39,833,666			$	(8,403,238	)	$	31,430,428
Total liabilities and shareholders' equity	$	103,145,841			$	(2,641,751	)	$	100,504,090

The correction of the December 31, 2025, deferred tax balances has been carried forward into the accompanying condensed consolidated financial statements for the three months ended March 31, 2026. The correction reduced opening shareholders’ equity as of January 1, 2026 by $8,403,238, comprising $4,638,588 attributable to the Company’s shareholders and $3,764,650 attributable to non-controlling interests. At March 31, 2026, the correction eliminates the previously reported net deferred tax asset and results in the separate presentation of a noncurrent deferred tax liability attributable to 123 Investments Limited. The correction also affects foreign currency translation adjustments and the related allocation of comprehensive loss between the Company’s shareholders and non-controlling interests. It does not affect revenue, operating loss, income tax expense, net loss or net loss attributable to the Company’s shareholders for the three months ended March 31, 2026 and 2025, or net cash flows from operating, investing or financing activities. The retrospective adjustment of share and per-share amounts for the reverse stock split is described separately in Note 37.

The effects of the restatement on the Company’s consolidated financial statements as of March 31, 2026, are presented below.

	As Previously Presented March 31,			Adjustment/			As Restated March 31,
	2026			Reclassification			2026
Balance Sheet
Non-current asset
Deferred tax asset	$	2,622,439			$	(2,622,439	)	$	-
Total assets	$	100,762,297			$	(2,622,439	)	$	98,139,858

Non-current liabilities
Deferred tax liability	$	-			$	5,810,857		$	5,810,857
Total non-current liabilities	$	8,256,599			$	5,810,857		$	14,067,456
Total liabilities	$	64,662,379			$	5,810,857		$	70,473,236

Shareholders' Equity
Accumulated other comprehensive loss	$	(547,713	)		$	(16,591	)	$	(564,304	)
Accumulated deficit	$	(41,944,270	)		$	(4,638,588	)	$	(46,582,858	)
Shareholders' equity attributable to parent	$	(21,922,590	)		$	(4,655,179	)	$	(26,577,769	)
Non - controlling interest	$	58,022,508			$	(3,778,117	)	$	54,244,391
Total shareholders' equity	$	36,099,918			$	(8,433,296	)	$	27,666,622
Total liabilities and shareholders' equity	$	100,762,297			$	(2,622,439	)	$	98,139,858

Statement of Comprehensive Income
Foreign Currency Adjustment	$	(408,423	)		$	(30,057	)	$	(438,480	)
Comprehensive loss	$	(4,437,749	)		$	(30,057	)	$	(4,467,806	)

COMPREHENSIVE LOSS ATTRIBUTABLE TO:
Common shareholders of GlobalTech Corporation	$	(2,345,697	)		$	(16,591	)	$	(2,362,288	)
Non - controlling interest (NCI)	$	(2,092,052	)		$	(13,466	)	$	(2,105,518	)

37. RETROSPECTIVE EFFECT OF REVERSE STOCK SPLIT

Pursuant to the authority of the stockholders granted to the Board of Directors at a Special Meeting held on December 29, 2025, the Board of Directors was authorized to approve a reverse stock split of the Company’s outstanding common stock and set a final reverse stock split ratio within a range of one-for-two (1-for-2) to one-for-ten (1-for-10). The Board of Directors subsequently approved and fixed a reverse stock split of one-for-three (1-for-3). The Company filed Articles of Amendment with the Nevada Secretary of State on August 24, 2026, to give effect to the Reverse Stock Split, which became effective on August 27, 2026.

Except as otherwise indicated, all references to our common stock, share data, per share data, and related information in this filing have been adjusted to give effect to the 1-for-3 Reverse Stock Split as if it had occurred at the beginning of the earliest period presented. The Reverse Stock Split was effected pursuant to stockholder authority and the applicable regulatory and corporate approvals. The Reverse Stock Split combined each 3 shares of our outstanding common stock into one share of common stock, without any change in the par value per share and correspondingly adjusted, among other things, the number of shares of common stock issuable upon exercise of outstanding options and warrants and the exercise price of such options and warrants. Fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share.

	Number of shares		Amount (USD)
For Period Ended March 31, 2026
Common shares at January 1, 2026, after retrospective adjustment for the reverse stock split		50,239,698		5,024
Addition of new share		352,000		35
Stock split 1 for 3		117,334		12
Reduction resulting from reverse split		234,666		23

For Period Ended March 31, 2025
Common shares at January 1, 2025, after retrospective adjustment for the reverse stock split		46,644,464		4,664
Addition of new shares		-		-
Stock split 1 for 3		-		-
Reduction resulting from reverse split		-		-

The reverse stock split has been reflected retrospectively in the accompanying financial statements. Accordingly, all share and per-share information, including common shares outstanding, weighted-average shares outstanding and earnings per share, has been adjusted retrospectively for all periods presented to give effect to the reverse stock split as if it had occurred at the beginning of the earliest period presented.

The reverse stock split did not affect the Company's total shareholders' equity.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we currently expect. The forward-looking statements contained herein should not be relied upon as representing our assessments as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

All dollar amounts provided herein which are designated by a “$” are reported in U.S. dollars. References to “GBP” refer to British Pounds Sterling and references to “Rs” mean the Pakistan Rupee.

This management’s discussion and analysis provide a review of the results of operations, financial condition and liquidity, and capital resources of GlobalTech Corporation on a historical basis and outlines the factors that have affected recent earnings, as well as those factors that may affect future earnings. This section discusses the quarter ended March 31, 2026, compared to the quarter ended March 31, 2025.

Management’s discussion and analysis included in this section reflects management’s views on the business operations. Management is committed to the operational and business well-being of the Company and is reflected in its belief and analysis related to its interpretation of the market conditions and way forward.

The following is a discussion of our consolidated financial condition and results of operations for the three months ended March 31, 2026 and 2025, and other factors that are expected to affect our prospective financial condition. The following discussion and analysis should be read together with our Condensed Consolidated Financial Statements and related notes of this Quarterly Report on Form 10-Q above and our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026. Some of the statements set forth in this section are forward-looking statements relating to our future results of operations. Our actual results may vary from the results anticipated by these statements. Please see “Cautionary Note Regarding Forward-Looking Statements” above.

Certain capitalized terms used below but not otherwise defined, are defined in, and shall be read along with the meanings given to such terms in, the notes to the unaudited financial statements of the Company for the three months ended March 31, 2026, above.

In addition, unless the context otherwise requires and for the purposes of this Report only:

		“123 Investments” or “Moda in Pelle” means 123 Investments Limited, a corporation formed under the laws of England and Wales, which we own 51% of;
	·	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
	·	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission;
	·	“Securities Act” refers to the Securities Act of 1933, as amended;
	·	“WorldCall Private” refers to Worldcall Services (Private) Limited, incorporated on October 5, 2009, as a private limited Company in Pakistan under the Companies Ordinance 1984 (Repealed) now Companies Act 2017, which facilitates channel placement and ancillary services for WorldCALL Public (defined below).
	·	“WorldCALL Public” or “WTL” means WorldCALL Telecom Limited, a publicly traded company in Pakistan, formed as a Public Limited Company in Pakistan on March 15, 2001, under the repealed Companies Ordinance, 1984 (now the Companies Act, 2017). We currently own 55% of WorldCALL Public.

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Available Information

The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act, are filed with the SEC. The Company is subject to the informational requirements of the Exchange Act and files or furnishes reports, proxy statements and other information with the SEC. Such reports and other information filed by the Company with the SEC are available free of charge at our website (www.globaltechcorporation.com) under “Investor” – “SEC Filings”, when such reports are available on the SEC’s website. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The Company periodically provides other information for investors on its corporate website, www.globaltechcorporation.com. This includes press releases and other information about financial performance, information on corporate governance and details related to the Company’s annual meeting of shareholders. The information contained on the websites referenced in this Form 10-Q is not incorporated by reference into this filing. Further, the Company’s references to website URLs are intended to be inactive textual references only.

Reverse Stock Split

On December 29, 2025, at a special meeting of stockholders of the Company, stockholders of the Company approved the grant of discretionary authority to the Company’s Board of Directors to (A) approve an amendment to our First Amended and Restated Articles of Incorporation, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between one-for-two to one-for-ten, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to December 29, 2026, and (B) determine whether to arrange for the disposition of fractional interests by stockholders entitled thereto, to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive such fractions are determined, or to entitle stockholders to receive from the Company’s transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number. The Company filed Articles of Amendment with the Nevada Secretary of State on August 24, 2026, and the Reverse Stock Split became effective on August 27, 2026.

The Reverse Stock Split combined every three issued and outstanding shares of common stock into one share of common stock, without changing the par value of $0.0001 per share. Fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share.

Except where expressly indicated otherwise, common-share and per-share information presented in this Quarterly Report on Form 10-Q/A have been retrospectively adjusted to reflect the Reverse Stock Split.

Overview

We are a technology holding company. As a technology holding company, we have infrastructure assets that form the backbone of our Telecom, Cable TV and Broadband service offering. The Company is also engaged in development of software products and solutions that are offered as standalone service offering to clients.

We are engaged in Telecom, Media and Broadband operations through our subsidiary in Pakistan. We are a leading cable and broadband operator in Pakistan and a prominent broadband communication services company providing video and broadband internet services in major cities of Pakistan through Hybrid Fiber Coaxial (HFC) and state-of-the-art fiber optic networks. We also provide fiber optic network connectivity services to corporates including telecom operators. For corporate and consumers’ segments, we also provide Fiber to the Home (FTTH) connectivity for broadband and cable TV services. We also offer international voice/data interconnect services with a principal focus on the termination of international voice traffic into Pakistan.

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Under our technology development initiative, we have also developed and matured software products and services, targeting emergent opportunities in AI & Big data.

AI & Big data

Artificial Intelligence (AI) maturity as a technology and its availability at reasonable pricing is impacting the conduct of business across a wide spectrum of industries. Artificial Intelligence with its ability to deliver actionable insight on a specific data-set impacts the Company’s decision-making processes and it further streamlines workflows for cost, time and operational efficiency. We believe this presents an opportunity to target existing market applications and requirements that can be better serviced by using new tools available for solutions development and delivery in the AI domain. In big data applications, data ingestion, curation and analysis, powered by technology stack available under AI, is being facilitated by enhanced processing power and development of customized algorithms for specific requirements. Cloud and hosting infrastructure is also maturing at pace with industry requirements.

Our core focus for software development is on regulatory compliance assurance (including risk mitigation solutions), integrated e-commerce with ERP offerings and big data platforms. We believe our focus areas for software development have robust market credentials in terms of existing market and good future growth potential down the line. We believe that a major part of our existing market in these target segments will need to migrate to better, faster and more cost-efficient offerings developed using the latest technology stack. We believe that our focus areas represent significant opportunity as a major portion of the current market is serviced by technology products that are not AI ready or enabled and would need significant development to transform into a more competitive product.

The Company also operates a Center of Excellence (CoE) for AI & Big Data services to support our software solutions development and sales. It includes a wide reaching industry engagement initiative to enable co-creation and collaborative software developments. A curated portfolio of significant products is showcased on our website and certain significant products are also marketed through their own dedicated branding with independent web and social media presence.

Telecom, Broadband and Cable TV Operations

Long Distance and International Operations

The Company maintains a robust infrastructure and international interconnect portfolio for its international traffic operations. The operations target voice traffic coming to Pakistan principally originating from the overseas Pakistani population calling home and not any significant business/corporate originations. Traditional traffic origination points are Middle Eastern countries, the United Kingdom, and North America. Termination of voice traffic is highly regulated in Pakistan and the Company has been in operation since 2004 in this segment of operations.

International voice termination into Pakistan is a major revenue stream for the Company and it increased by $0.27 million for the three months ended March 31, 2026 compared to the same period in 2025. The increase in volume of traffic facilitated by additional capacity offering to our middle east client contributed to this revenue growth.

Broadband and Cable Operations

The Company has nearly 1,900 kilometers (1,180 miles) of fiber optic infrastructure deployed across 20 major cities of Pakistan with a potential ability to access a market of almost 3 million households for subscriber acquisition. We believe that this is a major asset moving forward as access to subscriber concentration points is essential for our future strategy. Our focus areas remain on upgrade of our existing HFC subscriber base to FTTH which has continued for this year.

Broadband customers increased as of March 31, 2026 compared to March 31, 2025 through our offering of more affordable broadband only service on FTTH and additional broadband and cable revenues of $0.26 million were recorded during the quarter ended March 31, 2026, compared to the prior year’s period. It is expected that growth in subscribers will continue with additional investments in subscriber acquisitions. Additionally, we migrated part of our subscriber base on Hybrid Fiber Coaxial (HFC) network to a more robust Fiber to the Home (FTTH) offering.

Video revenue decreased in three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to a decline in the number of residential video customers, partially offset by an increase in average rates. We expect that the number of residential video customers will continue to decline as viewers are using streaming services and dropping cable television bundled services. We expect this trend to continue. Additionally, the decrease in Cable TV customers is mostly on account of disengagement and conversion of Cable TV connectivity to broadband reseller bandwidth offered to the same customers. There was minimal to no impact on the service revenue from this transition.

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Technology Services and Products

Our revenues for software development and solution sales increased during the year. The Company delivered software based on Hyperledger® platform for a UK based client. The Company delivered a custom platform for the client. It entailed development of a hybrid solution that enabled the Hyperledger based platform to deliver permissioned connectivity with automated KYC integration. Features for service management that were not available in the Hyperledger® framework were developed for this purpose. The segment recorded additional revenues of $0.01 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Additional growth is expected as more products are maturing into commercial offerings and additional sales are being targeted in this segment of operations. The Company has also upgraded its internal software for commercial offering across various segments. Billcare (www.billcare.io) has been developed, focusing on subscriber billing for the cable industry and is being launched in US market.

Moving forward we expect revenue contributions from technology operations and services to increase significantly.

The Company has the following significant products and services in its technology offerings:

Digital Lending Platform

CADNZ is a unique AI – Enabled Digital Lending Platform that seeks to deliver frictionless operational excellence. The platform incorporates the latest technology framework. For AI enablement, the Company developed a robust data-management solution including data-warehousing, a customized ETL (Extract, Transform and Load) engine that can handle a wide set of data integration requirements and seamless connectivity scheme that can facilitate integration of third-party applications as per client requirements. A reporting engine delivers actionable insights along with trigger automations that can identify and highlight areas of intervention independently. Data structure has also been enabled for future AI integration for specific client requirements. We believe that CADNZ is an ideal solution for small to medium sized banks and credit unions. It replaces multiple fragmented system deployments by integrating all functionalities into a single AI – driven hub. CADNZ automates workflows, empowering banking staff to focus on customer engagements and business growth delivering seamless interactions for both clients and customers. CADNZ is specifically developed for the US banking sector and we believe that this has huge potential. In the future, the Company plans to offer this product in Europe, the UK and the Middle East. We believe that this project has potential to generate significant revenues for the Company moving forward.

Compliance Assurance and Risk Mitigation

Under the auspices of the Company’s AI & Big Data Center of Excellence (CoE) initiative, the Company has worked to strengthen the collaborative development of products that make use of the latest technology stacks targeting compliance delivery and risk mitigation for various applications in law enforcement and the financial sector. Three products have been curated for global operations These are cocreation initiatives where Go-to-Market and sales in respective territories are the responsibility of the Company.

EntityScan is focused on individual and corporate listings for usage by banks and law enforcement agencies for intelligent sanction and criminal screening for compliance and risk management. The core database is connected to a significant number of sources and is updated in near to real-time for its data points by reviewing daily updates as released by respective entities. ETL processing for uniformity is ensured and query results are further curated for accuracy and relevance. AI is deployed for curation of data (exact and fuzzy match) and processing of distorted images.

EDFI-AI (Enhanced Digital Financial Information powered by AI is focused on predictive and pre-emptive transaction analysis that can be deployed in any transactional space for identification of suspicious and fraudulent activities. A proprietary framework ETL, processes and populates a database with historic data, curates the relationship schematics into a graphical representation of transactions collapsed for simplicity and ready analysis. Once the system is deployed, transactions can be monitored on multiple data points in parallel to isolate any anomalous behavior that may require intervention to ensure compliance. EDFI-AI as a product is primarily structured for banks. AI is deployed for a network analysis engine and use of graph database.

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HyperLocal PEP Scan is focused on identifying and classifying Politically Exposed Persons for financial institutions. The HyperLocal PEP listing is further augmented by review of local data to deliver a hyperlocal Politically Exposed Persons (PEP) tool. Local data ingestion is further augmented by AI enabled search tools used in facial recognition and RCA (Relatives and Close Associates) development. PEP handling by financial institutions is highly regulated and sensitive and our HyperLocal PEP Scan delivers a robust solution which is much faster to deploy with a much higher degree of accuracy than competitors’ products.

The portfolio of projects is ready for commercial sale and is being marketed for global deployment in US and international markets.

ERP with e-commerce integration

Our Thrivo. AI platform is being developed by the Company to integrate retail centric ERP with AI enabled e-commerce offerings. We believe that current e-commerce offerings provide limited data insight to business owners related to actual decision matrices that can translate into sales on their storefront. The Company is developing an e-commerce platform offering that would capture additional data points related to sales maturity and deliver actionable insight to business owners for improved sales conversion. AI tools are being used for creating the data-management solution and BI dashboard development. We believe that it offers unique competitive advantages for small to midsized retail operations that require additional actionable insights in the changing landscape of business operations. Thrivo.AI directly contributes towards enhanced efficiency, agility and business resilience of its clients. Thrivo.AI is being packaged in a modular architecture to ensure a smooth on-boarding of clients in least cumbersome manner with additional cost efficiency as it delivers all-in-one integration. It is targeted to replace disparate offerings that functionally deliver ERP, retail management and e-commerce in standalone architecture.

Retail footwear

123 Investments Limited is engaged in the women footwear business through retail and e-commerce operations. It posted a loss of $2.48 million for the three months ended March 31, 2026, which is temporary and seasonal. Performance in the coming period is expected to improve as the Company moves through the year.

Results of Operations

The comparative figures of statement of operations do not include 123 Investments Limited activities as that period was before the control acquired and therefore, comparatives may not be comparable.

Net Revenue: Revenue is derived from telecom services broadband services, technology services and retail footwear.

Total net revenue was $10.4 million for the three months ended March 31, 2026, compared to $4.3 million for the three months ended March 31, 2025, as discussed in further detail below.

Telecom services-related revenue stood at $3.91 million for the three months ended March 31, 2026, compared to $3.65 million for the three months ended March 31, 2025. This increase of approximately $0.27 million was primarily due to an increase in the volume of our international termination business. Broadband services generated revenue of $0.55 million for the three months ended March 31, 2026, compared to $0.34 million for the three months ended March 31, 2025. The increase was mainly due to additional internet service connection sales in 2026. Technology revenue was $0.74 million for the three months ended March 31, 2026, compared to $0.35 million for the three months ended March 31, 2025, which was due to delivery of some IT projects. Retail footwear revenue recorded was $6.30 million in the first quarter of 2026 against which there was no comparable information because the retail footwear business was acquired on December 15, 2025.

Adjusted EBITDA (a non-Generally Accepted Accounting Principles (GAAP) financial measure, see “Non-GAAP Financial Measures”, below) for the three months ended March 31, 2026 is $(1.32) million.

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Non-GAAP Financial Measures

We have included Adjusted EBITDA in this report as a supplement to Generally Accepted Accounting Principles (GAAP) measures of performance to provide investors with an additional financial analytical framework which management uses, in addition to historical operating results, as the basis for financial, operational and planning decisions and present measurements that third parties have indicated are useful in assessing the Company and its results of operations. The most directly comparable GAAP measure to Adjusted EBITDA is net loss. Adjusted EBITDA is presented because we believe it provides additional useful information to investors by excluding the impact of non-operating, non-recurring, and certain non-cash items, as well as items such as interest, taxes, and depreciation and amortization, thereby facilitating comparisons of operating performance across periods. Adjusted EBITDA is also frequently used by analysts, investors and other interested parties to evaluate companies in our industry.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are: Adjusted EBITDA does not reflect cash expenditures, future requirements for capital expenditures, or contractual commitments; Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs; and Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments. For example, although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.

Additionally, other companies in our industry may calculate Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure. You should not consider Adjusted EBITDA in isolation, or as a substitute for analysis of the Company’s results as reported under GAAP. The Company’s presentation of this measure should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. We compensate for these limitations by providing a reconciliation of this non-GAAP measure to the most comparable GAAP measure. We encourage investors and others to review our business, results of operations, and financial information in their entirety, not to rely on any single financial measure, and to view this non-GAAP measure in conjunction with the most directly comparable GAAP financial measure.

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Adjusted EBITDA is defined as consolidated net loss adjusted for depreciation and amortization, finance cost, income tax expense, and exchange loss.

We realized revenue and net loss (each prepared in accordance with U.S. GAAP), as well as Adjusted EBITDA, a Non-GAAP financial measure, during the periods presented below as follows:

	March 31,
	2026			2025
Net revenue	$	10,425,009			$	4,341,720
Net loss (GAAP)		(4,029,326	)			(1,125,204	)
Adjusted EBITDA		(1,327,265	)			(86,494	)

Adjusted EBITDA is a supplemental non-GAAP financial measure that is not required by, or presented in accordance with, U.S. GAAP. We define Adjusted EBITDA as net loss adjusted for depreciation and amortization, finance cost, taxation, and exchange loss.

Management uses this non-GAAP financial measure internally to evaluate operating performance and trends and believes this measure assists investors in understanding and comparing our operating results across reporting periods on a consistent basis by excluding items management does not believe are indicative of core operating performance.

Set forth below is a reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure, for the periods disclosed below:

	March 31,
	2026			2025

Net revenue	$	10,425,009			$	4,341,720

GAAP net loss		(4,029,326	)			(1,125,204	)
Add back (subtract)
Depreciation and amortization		1,908,637				501,098
Finance cost		801,238				346,737
Taxation		64,574				53,733
Exchange (gain)/loss		(72,388	)			137,142
Adjusted EBITDA	$	(1,327,265	)			(86,494	)

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Adjusted EBITDA for the three months ended March 31, 2026, were impacted by the increase in revenue, mainly by the increase in revenue of international termination, broadband, technology services and retail footwear, whereas Adjusted EBITDA for the three months ended March 31, 2025, were mainly impacted by exchange loss due to devaluation of currency.

Last year, the Company was also transforming its business operations and moving towards a service-centric operation that does not require heavy investments in infrastructure. The Company is currently focused on working to maintain its current business operations at an optimal level while directing new investments primarily toward the development of solutions aligned with future needs. The Company is focused on advancing products and services that support its strategic roadmap as a technology-driven solutions provider. On December 15, 2025, the Company acquired 51% of 123 Investments Limited, based on a value of $11.7 million.

Direct operating costs: Direct operating costs stood at USD $7.5 million during the three months ended March 31, 2026, compared to $3.9 million in the comparative period. The increase of $3.6 million in direct operating cost was mainly due to an increase in interconnect, settlement and other charges, salaries and benefits and inventory consumed. The increase in interconnect charges was in line with an increase in international termination revenue. In addition, the increase in salaries and benefits and inventory consumed mainly relates to the inclusion of our 51% ownership of the retail footwear business acquired on December 15, 2025, the results of which were not part of the corresponding period of the prior year. Accordingly, no comparable operating costs relating to 123 Investments were available.

Other operating costs Other operating costs stood at USD $4.2 million during the three months ended March 31, 2026, compared to $0.64 million in the comparative period. The increase of $3.6 million in operating costs was mainly due to consultancy charges, increases in salaries and benefits and legal and professional fees. A significant portion of this increase relates to the acquisition of the retail footwear business in the current period, the results of which are now reflected in the current period. Our 51% interest in the retail footwear business was acquired on December 15, 2025, the results of which were not part of the corresponding period of the prior year. Accordingly, no comparable operating costs relating to 123 Investments were recognized in the prior comparative period.

Depreciation and amortization: Depreciation and amortization was USD $1.9 million for the three months ended March 31, 2026, compared to $0.5 million in the comparative period. The increase of $1.4 million was mainly due to the inclusion of the retail footwear business in the current period, as discussed above.

Other expenses: Other expenses were USD $0.02 million during the three months ended March 31, 2026, compared to $0.20 in the comparative period. The decrease of $0.18 million was mainly due to the appreciation of currency in the current quarter as compared to the corresponding year’s period, and the loss on disposal of assets recorded in the prior year’s period.

Other income: The Company recorded other income, net of USD $0.08 million during the three months ended March 31, 2026, compared to $0.22 million in the comparative period. The decrease of $0.14 million was mainly due to a write back of liabilities amounting to $0.13 million in the comparative period.

Finance cost: The finance cost during the three months ended March 31, 2026 was $0.80 million compared to $0.35 million during the period ended March 31, 2025, an increase of $0.45 million. The increase in finance costs was primarily attributable to additional borrowing costs, lease-related financing charges, and other funding expenses arising from the acquisition of 51% of the retail business on December 15, 2025. Since the retail business was not part of the Company during the comparative period, there were no corresponding finance costs associated with this segment in the prior year. Accordingly, the current period reflects the incremental financing impact of the acquired operations.

Taxation: The Company recorded taxation expense of USD $0.06 million during the three months ended March 31, 2026, compared to $0.05 million in the comparative period. The increase was mainly due to the increase in revenue.

Net Loss: The Company had a net loss of $4.0 million for the three months ended March 31, 2026, compared to $1.1 million for the three months ended March 31, 2025, which increase in net loss was mainly due to the increase in direct operating costs, other operating costs, depreciation and amortization, offset by the increase in revenues, each as discussed in greater detail above.

Updates on plans:

Long Distance and International traffic operations:

The Company has maintained its market positioning and business strength in Long Distance and International voice operations. Traffic volumes and revenues have delivered quantitative growth during the three months ended March 31, 2026. The Company plans to maintain its operations with focus on voice termination into Pakistan as primary service during the remainder of 2026.

Broadband and Cable TV Operations:

The Company plans to continue with an expansion of its affordable broadband only connectivity services on FTTH along with upgrade of its existing HFC subscribers to FTTH connectivity.

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Software Solutions and Technology Products:

The Company has developed portfolio of technology products for its global offerings. The Company has also established a robust eco-system within the organization for managing sales and product support services for its products. Moving forward, the Company plans to focus on products that have significant and established market size with expected good growth potential.

We believe that there is an opportunity to offer better products based on new technological innovations in the AI & Big Data space that can replace previous generations of products that define the bulk of our existing markets. We plan to work to maximize market penetration of our offerings during this window of opportunities as clients migrate/upgrade to latest offerings, letting go of traditional software solutions based on older technology stacks.

Company CRM and related software and IT tools for operations have been further upgraded to form a commercial product BillCare (www.billcare.io) and a sales platform has been established for the same.

Market engagement with demos, discovery workshops and walkthroughs have been arranged for our partners and clients. These engagements have been very productive but we expect that the full extent of the commercial potential will only become evident with time and progress achieved in sales.

Liquidity and Capital Resources

We hold cash in the United States, United Arab Emirates and in Pakistan, as shown in the table below as of March 31, 2026 and December 31, 2025:

	Cash and cash equivalents as of March 31, 2026		Cash and cash equivalents as of December 31, 2025
United States	$	61,402		$	33,525
United Arab Emirates	$	155,825		$	146,819
Pakistan	$	241,657		$	124,073
United Kingdom	$	112,338			224,300
	$	571,222		$	528,717

We have significant amounts of debt. The principal amount of our debt as of March 31, 2026, was $9.31 million, consisting of $4.15 million of Term Finance Certificates (TFC), and long-term and short-term borrowings of $5.16 million including 123 Investments Limited’s short-term loan of $2.76 million. These debt facilities are secured and require significant cash to fund principal and interest payments. We are required to make debt repayments of US$9.09 million in the coming twelve months and we believe that sufficient funds will be generated through our operations to pay such amounts; however, we may need to raise funding in the future. Such funding, if required, may come from debt borrowing or the sale of equity securities. The receptiveness of the capital markets to an offering of debt or equities cannot be assured and may be negatively impacted by, among other things, debt maturities, current market conditions, and potential stockholder dilution. The sale of additional securities, if undertaken by us and if accomplished, may result in significant dilution to our shareholders. However, such future financing may not be available in amounts or on terms acceptable to us, or at all. We also borrowed $1.625 million from certain investors and issued those investors the Convertible Notes.

Notwithstanding the above, the Company has taken certain steps to address its liquidity and capital requirements:

A settlement offer has been made to the Term Finance Certificates (TFC) holders in Pakistan against an equity swap for the Company’s common stock. The same is under review by the TFC holders. If accepted by the TFC holders, this would address a major portion of our debt and also reflect positively on our financial performance on account of reduced interest costs. However, the probability of success cannot be gauged at the moment as it involves approval from the TFC holders and then execution of the transaction in a compliant manner, therefore, regulatory compliance is being assessed. This offer is at an early stage and the TFC holders may not accept our offer or there may be other compliance issues that may affect the execution of this offer. The issuance of shares of common stock to the TFC holders may cause dilution to existing shareholders.

Continuing through 2026, the Company may seek to raise equity funding through private or public offerings, including as part of its larger goal of uplisting its common stock to the Nasdaq Capital Market; however, the timing and outcome of such efforts cannot be assured. Any sale of equity will cause dilution, which may be significant, to existing stockholders.

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While there is no guarantee that we will raise sufficient funds to meet our capital needs or that even if available it will be on terms acceptable to us, we will be very cautious and prudent about any new capital raise given the global market uncertainties. However, we are very conscious of the dilutive effect and price pressures in raising equity-based capital.

Despite the challenging environment, we are continually expanding our FTTH network using our existing equipment inventory consisting of Fiber Optic Cable and Customer Premises Equipment without having to deploy additional capital to purchase such equipment. We anticipate that the continual deployment will result in additional revenues for the Company.

We actively review possible acquisitions and mergers against our objectives including, among other considerations, improving operational efficiency, achieving synergies, improving product development or technical capabilities of our business, and achieving appropriate return targets, and we may participate in such acquisitions, to the extent we believe these possibilities present attractive opportunities, and funding permitting. Our projected cash needs and projected sources of liquidity depend upon, among other things, our actual results, and the timing and amount of our expenditures with the main focus on growth in international termination traffic, FTTH rollout, Data, and Fiber sales, software product and service and our ability to convert the same in to increases in bottom line cash flows.

We had a working capital deficit of $32.46 million as of March 31, 2026, compared to a working capital deficit of $29.78 million as of December 31, 2025. The Company believes its cash and cash equivalents, which totaled $3,325,891 as of March 31, 2026, along with cash generated by ongoing operations and continued access to debt/capital markets, will be sufficient to satisfy its cash requirements over the next 12 months and beyond. However, this includes restricted cash of $2,754,669 that is not available for immediate ordinary business use. We believe that our existing staffing levels are sufficient to service additional customers.

Additional information regarding our outstanding debt and payables obligations are described in greater detail under Notes 13 (Trade and Other Payables), 14 (Current Portion of Non-Current Liabilities), 16 (Short Term Borrowings), 17 (Term Finance Certificates (TFCS)), 18 (Long Term Financing – Secured), 19 (Convertible loan), 20 (License Fee Payable), 21 (Due to related parties), 29 (Related Parties), in the notes to audited financial statements for the quarter ended March 31, 2026.

Cash flows from operating, investing, and financing Activities:

Cash and Cash Equivalents: We held $3,325,891 and $3,249,747 of cash and cash equivalents as of March 31, 2026, and December 31, 2025, respectively, which includes restricted cash of $2,754,669 and $2,721,030, that is not available for immediate ordinary business use.

Cash flows from Operating Activities: Net cash used in operating activities for the three months ended March 31, 2026, and 2025 was $(0.31) million and $(0.97) million, respectively. Net cash used in operating activities decreased during the three months ended March 31, 2026 by $0.66 million, primarily due to an increase in inventory of $1.5 million, an increase in depreciation and amortization of $1.4 million and an increase in interest on accretion of liabilities of $0.4 million, offset by a $2.9 million increase in net loss.

Cash flows from Investing Activities: Net cash used in financing activities during the three months ended March 31,2026 and 2025 was $0.56 million and $0.018 million, respectively. This increase was mainly due to the acquisition of assets during the period.

Cash flows from Financing Activities: Net cash generated from financing activities was $0.68 million during the three months ended March 31, 2026, compared to net cash used in financing activities of $0.05 million for the three months ended March 31, 2025. This increase was mainly due to the issuance of common stock of the Company during the period.

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Critical Accounting Policies and Estimates

Our significant accounting policies are described in the notes to our financial statements for the quarter ended March 31, 2026, and are included elsewhere in this quarterly report on Form 10-Q.

We prepare our consolidated financial statements in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expense, and related disclosures. We base our estimates, assumptions, and judgments on historical experience, current trends, and various other factors that we believe to be reasonable under the circumstances. The accounting estimates used in the preparation of our consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as our operating environment changes. On a regular basis, we review our accounting policies, estimates, assumptions, and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. The methods, estimates and judgments that we use in applying our accounting policies have a significant impact on our results of operations.

Critical accounting policies are those policies used in the preparation of our consolidated financial statements that require management to make difficult, subjective, or complex adjustments, and to make estimates about the effect of matters that are inherently uncertain.

Revenue from Contracts with Customers:

We account for revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. Revenue is recognized upon transfer of control of promised goods and services to customers in an amount that reflects the consideration we expect to receive in exchange for those services. We enter contracts that can include various combinations of services, which are generally capable of being distinct and accounted for as separate performance obligations.

We derive revenue from six primary sources: (1) International Termination Services, (2) Cable TV and Internet Services, (3) Metro Fiber Solutions, (4) Capacity Sale Services, (5) Technology Services, and (6) retail footwear services. All our revenue arrangements are based on contracts with customers. Most of our contracts with customers contain single performance obligations, although certain contracts do contain multiple performance obligations where we perform more than one service for the same customer. We account for individual performance obligations separately if they are distinct within the context of the contract. For contracts where we provide multiple services such as where we perform multiple ancillary services, each service represents its own performance obligation. Selling or transaction prices are based on the contractual prices for each service at its stand-alone selling price.

A five-step approach is applied in the recognition of revenue under ASC 606: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when we satisfy a performance obligation.

International termination services:

This service represents the international inbound traffic terminated in Pakistan via the Company’s network to the local mobile network operators such as Mobilink, Zong, Telenor, and Ufone. Revenue from terminating minutes is recognized at the time the call is made over the network of the Company. There is a postpaid billing invoicing cycle for such services.

Cable TV and internet services:

Cable television is a video delivery service provided by the Company to retail and commercial subscribers via coaxial cable and fiber optics, whereas Internet service is the delivery of data service provided by the Company to the subscribers via coaxial cable and fiber optics. The Company is providing Fiber to the Home (“FTTH”) services which is not a distinct performance obligation, but rather a component of connectivity services. The Company charges a connection and membership fee at the time of setting up the connection. Subscription revenue from Cable TV, internet over cable, cable connectivity, and the channels subscription fee are recognized on the provision of services. Connection and membership fee is recognized at the time of sale of connection. The Company follows an advance billing invoicing cycle for such services.

Metro fiber solutions:

This revenue stream represents the point-to-point (P2P) connectivity, the latest Dark Fiber internet technology to its high-end large-scale multinational companies, IT companies, and leading educational institutions in major cities of Pakistan. Dark Fiber refers to fiber optic networks with no service or traffic running on the fiber strands. Unlike managed fiber services, Dark Fiber gives the maximum level of control to businesses, allowing them to use their preferred protocol and manage and maintain their own equipment. Dark Fiber has the capability to offer near limitless capacity, as well as providing the assurance of dedicated connectivity. It can be termed as a fiber corridor offering Committed information rate (CIR), fiber and data services, making it an excellent choice for organizations who require a dedicated, high-capacity, secure service. Revenue from metro fiber solutions is recognized for the delivery of goods and services.

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Capacity sale services:

These are the services arrangements whereby the Company enters into a contractual agreement to provide a portion of the capacity of fiber, wherein the rights are given to the customers for a longer period i.e., 20 years or more. Revenue therefrom is recognized at the time of delivery and acceptance by the customer.

Technology services:

This relates to the sale of technology services whereby the Company provides services to third parties for development and deployment of solutions as per the requirements of the customer. The Company delivered a custom platform for the client. It entailed development of a hybrid solution that enabled a Hyperledger based platform to deliver permissioned connectivity with automated KYC integration. Features for service management that were not available in the Hyperledger® framework were developed for this purpose. The Company has initiated revenue generation from its technology services by integrating AI and Big Data advancements into its offerings. To optimize costs, development and product support operations are managed from Pakistan. Over the next three quarters, the Company aims to enhance its services and expand market engagement to drive sales growth.

Business Combinations:

The Company accounts for business combinations under the provisions of ASC 805, Business Combinations, which requires business combinations under the common control method. Under the common control method, we recognize the business combination by combining the historical carrying amounts of the assets, liabilities, and equity of the combining entities as of the date of combination. The financial statements reflect the assumption that the combining entities have been operating as a single economic entity throughout the period of common control. No fair value adjustments are made to the carrying amounts of the combining entities’ assets, liabilities, and equity, as the transaction is considered a transfer of ownership interests between entities under common control. Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred.

Off-Balance Sheet Arrangements

As of March 31, 2026, and December 31, 2025, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special-purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Contractual Obligations and Commitments

We have contractual obligations under our financing arrangements. We also maintain operating leases for office premises. We were in default with our TFC debt; however, the Company has not received any notice of default from the Trustee.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to financial market risks, including changes in currency exchange rates and interest rates.

Foreign Currency Exchange Risk Economic Exposure. We transact business in various foreign currencies and have significant international revenues, as well as costs denominated in foreign currencies. This exposes us to the risk of fluctuations in foreign currency exchange rates, because the majority of the Company’s operations are based in the Pakistan region where the Pakistan Rupee is currently losing its value against the US Dollar. The devaluation of the Pakistan Rupee results in a foreign exchange loss to the Company, however because our debts are denominated in Pakistani Rupees our dollar value of debts decreases which helps to offset our downside risk.

Based upon our analysis, we do not believe that it is in our interest to hedge the Pakistan currency.

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Economic Exposure. We transact business in various foreign currencies and have significant international revenues, as well as costs denominated in foreign currencies. This exposes us to the risk of fluctuations in foreign currency exchange rates. A significant portion of the Company’s operations are based in the Asia Pacific region and United Kingdom (UK) and the Pakistan Rupee is continuously losing its value against the US Dollar and we don’t have any imports; therefore, we believe it is counter-productive to hedge this exposure. The devaluation of the Pakistan Rupee results in a foreign exchange loss to the Company. In addition, the Company’s significant operations in the United Kingdom may expose it to fluctuations between the British Pound Sterling and the U.S. Dollar. While the Pound Sterling is generally a strong and stable currency, periodic movements in the GBP/USD exchange rate may still impact the translation of revenues, expenses, and profitability denominated in British Pounds.

Transaction Exposure. Our exposure to foreign currency transaction gains and losses is the result of certain net receivables due from our foreign subsidiaries and customers being denominated in currencies other than the functional currency of the subsidiary, primarily the Euro, Yuan, Baht and the Pakistan Rupee. Our foreign subsidiaries conduct their businesses in local currency. Since the majority of the Company’s operations are based in the Asia Pacific region where the Pakistan Rupee is continuously losing its value against the US Dollar and we don’t have any imports; therefore, we believe it is counter-productive to hedge this exposure.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal accounting officer and principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended as of March 31, 2026, the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal accounting officer and principal financial officer) have concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and our Chief financial Officer (principal accounting officer and financial officer), as appropriate, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Controls

The Company’s disclosure controls and procedures are designed to provide the Company’s Chief Executive Officer and Chief Financial Officer with reasonable assurances that the Company’s disclosure controls and procedures will achieve their objectives. However, the Company’s management does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within the Company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the three months ended March 31, 2026, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings

Company in General

From time to time, we may be a party to litigation that arises in the ordinary course of our business.

Such current litigation or other legal proceedings are described in, and incorporated by reference in, this “Item 3. Legal Proceedings” of this Quarterly Report on Form 10-Q from, “Note 22— Contingencies and Commitments”, in the consolidated financial statements included above. The Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.

Additionally, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

Moda in Pelle

Moda in Pelle is not currently a party to any material legal proceedings, nor, to Moda in Pelle’s knowledge, is any material legal proceeding pending or threatened against Moda in Pelle or its subsidiaries that would be expected to have a material adverse effect on Moda in Pelle’s business, financial condition, results of operations, or cash flows.

From time to time, Moda in Pelle may be involved in legal or administrative proceedings arising in the ordinary course of business. These matters may include, but are not limited to, landlord and lease-related disputes, employment-related claims, intellectual property matters, supplier or commercial disagreements, and customer claims relating to product quality or returns. Such matters are generally resolved in the normal course of business and, individually or in the aggregate, have not had a material adverse effect on Moda in Pelle.

Moda in Pelle is also subject to periodic inspections, inquiries, or reviews by regulatory or governmental authorities in connection with its retail, employment, consumer protection, data privacy, and tax obligations. Management believes that Moda in Pelle is in material compliance with applicable laws and regulations and does not believe that any such matters, if any, are material or are expected to result in material penalties or liabilities

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I— Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 31, 2026, which includes risk factors that could materially affect our business, financial condition and/or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows and/or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

There have been no sales of unregistered securities during the quarter ended March 31, 2026, which have not previously been disclosed in a Current Report on Form 8-K, except as discussed below:

On December 12, 2025, the Company entered into an Investor Services Relations Agreement, with ArcStone Branding Inc., which was replaced on February 19, 2026 by another Investor Services Relations Agreement (the “IR Agreement”), pursuant to which the third party agreed to provide investor relations and related services to the Company during the six month term of the agreement, in consideration for cash consideration and a support staff fee and an equity fee consisting of 50,000 restricted shares of common stock, issued in six equal monthly tranches of 8,333 shares over a six-month period, each due every 30 days during the term, of which 25,000 shares have been issued to date; and an aggregate of 250,000 shares of Company common stock, which are to be earned, vested, deliverable, and non-cancellable in the following tranches: 50,000 shares on the signing date of the agreement (which have been earned to date); 50,000 shares on the date that is 120 after the effective date (December 12, 2025)(issued to date); 75,000 shares on the date that is 150 days after the effective date (December 12, 2025); and 75,000 shares on the date that is 180 days after the effective date (December 12, 2025), provided that if we terminate the agreement prior to the end of the term, the third party earns all of the shares.

The issuances described above were exempt from registration pursuant to Section 4(a)(2), Rule 701 and/or Rule 506 of Regulation D of the Securities Act and/or Regulation S, since the foregoing issuances did not involve a public offering, the recipient took the securities for investment and not resale, we took appropriate measures to restrict transfer, and the recipient was (a) a “accredited investor”; and (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Use of Proceeds from Sale of Registered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliate Purchasers

None.

Item 3. Defaults Upon Senior Securities

Term Finance Certificate (TFC) Default. The Company is currently in default with respect to the repayment its outstanding liability of Term Finance Certificates (TFCs). However, it is pertinent to note that no formal notice or letter of default has been served upon the Company by the TFC holders to date.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(c) Rule 10b5-1 Trading Plans. Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended March 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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Item 6. Exhibits

Exhibit Number		Exhibit Description

4.1		Form of Convertible Promissory Note – Convertible Note Offering (September 2025 Private Convertible Note Offering) (Filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 8, 2025, and incorporated by reference herein)

10.1		Investor Services Relations Agreement dated December 12, 2025, between GlobalTech Corporation and ArcStone Branding Inc. (Filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Company with the Securities and Exchange Commission on May 15, 2026, and incorporated by reference herein)

10.2		Investor Services Relations Agreement dated February 19, 2026, between GlobalTech Corporation and ArcStone Branding Inc. (Filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Company with the Securities and Exchange Commission on May 15, 2026, and incorporated by reference herein)

14.1		GlobalTech Corporation Code of Ethical Business Conduct (filed as Exhibit 14.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 12, 2026, and incorporated by reference herein) (File No. 000-56482)

16.1		Letter from Saeed Kamran & Co., Chartered Accountants dated January 12, 2026 (filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 12, 2026, and incorporated by reference herein) (File No. 000-56482)

31.1*		Certification of the Company’s Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a), of the Securities Exchange Act of 1934, as amended.

31.2*		Certification of the Company’s Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a), of the Securities Exchange Act of 1934, as amended.

32.1 **		Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 **		Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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* Filed herewith.

**The certifications on Exhibit 32 hereto are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	GLOBALTECH CORPORATION

Dated: October 21, 2026	By:	/s/ Dana Green
		Dana Green
		Chief Executive Officer and Director
		(Principal Executive Officer)

Dated: October 21, 2026	By:	/s/ Muhammad Azhar Saeed, FCA
		Muhammad Azhar Saeed, FCA
		Chief Financial Officer
		(Principal Financial/Accounting Officer)

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