Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

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" or "PAK Rupee" mean the Pakistan Rupee.

This management's discussion and analysis provides 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 three and nine months ended September 30, 2026, compared to the three and nine months ended September 30, 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 and nine months ended September 30, 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/A for the year ended December 31, 2025, filed with the SEC on October 21, 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 and nine months ended September 30, 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.

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.

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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.

Overview

GlobalTech Corporation is a Nevada holding company with operations in telecommunications, technology, and retail. Through our majority-owned subsidiary WorldCall Telecom Limited, we provide wireless, long distance, cable, broadband, and fiber services in Pakistan; we also offer technology and consultancy services, including AI and big data solutions; and through 123 Investments Limited, acquired in December 2025, we operate a UK-based premium footwear business across retail, wholesale, and e-commerce channels. We manage and report these operations on a consolidated basis as a single reportable segment.

Telecom, Broadband and Cable TV Operations

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 corporations 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.

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 is a major revenue stream for the Company and the Company recorded a marginal decrease of $0.22 million for the nine months ended September 30, 2026 compared to the same period in 2025, due to a decline in traffic volume.

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 September 30, 2026, compared to September 30, 2025 through our offering of more affordable broadband only service on FTTH and additional broadband and cable revenues of $0.39 million were recorded during the nine months ended September 30, 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.

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Video revenue decreased in nine months ended September 30, 2026, compared to the nine months ended September 30, 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.

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.

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 $0.40 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 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 the 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. CADNZ is currently at the demonstration stage. Upon completion of the demonstration, the enhanced features are expected to be incorporated into the final product, taking into account the feedback received during the demonstration phase. The commercial launch of CADNZ is expected in the second quarter of 2027.

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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.

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 the 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. An additional application is in the process of being developed for a customer and it is being enhanced for 123 Investments Limited's buying season.

Retail footwear

Our 51% owned subsidiary 123 Investments Limited operates a British women's footwear and accessories business under the Moda in Pelle brand ("Moda in Pelle"), which has grown over nearly five decades from a single independent shoe store into a national, omnichannel retailer. Founded in 1975 in Leeds, England, the business differentiated itself early through design-led collections and premium leather materials, and has since navigated multiple retail cycles by prioritizing brand integrity and customer loyalty over rapid, debt-driven expansion. Today, sales are roughly evenly split between physical stores and concessions and digital and partner channels, reflecting Moda in Pelle's transition into a digitally enabled omnichannel retailer.

Moda in Pelle offers a diversified footwear and accessories portfolio designed to reduce reliance on any single category and support repeat purchasing. Core categories include short boots, the largest single category with year-round demand; trainers, a core growth category reflecting the shift toward casualization; sandals, a key seasonal spring/summer category; shoes, including loafers and heels; long boots, which carry higher average selling prices; and bags and accessories, which support cross-selling. The overall range skews toward casual footwear, representing approximately 65% of the assortment, with the remaining 35% classified as smart or occasion-driven styles.

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Rather than serving all customers under a single label, Moda in Pelle has built a multi-brand portfolio to capture different customer segments, price points, and life stages. The flagship Moda in Pelle brand remains the primary revenue and brand equity driver, generating approximately 70% of annual revenues. Complementary brands include Shoon (comfort-led, classic footwear for older demographics), M by Moda (an accessible entry-point brand launched in 2018 for younger consumers), French Dressing (versatile, elegant daytime-to-evening styles), Bsoleful (sustainability-focused fashion footwear), Emma Somerset (a heritage brand acquired in 2008), and Moda Footwear (a distinctive, contemporary design line).

Moda in Pelle sells through multiple channels, including brand-operated retail stores, department store concessions, wholesale partnerships, QVC television and internet shopping, and its own e-commerce platform. The company employs a test-and-repeat buying model and disciplined inventory planning intended to reduce markdown exposure and protect gross margins, with different product categories performing better across different channels (for example, trainers and short boots online versus long boots and smart shoes in physical stores).

Management's stated priorities for Moda in Pelle include expanding digital reach and personalization, pursuing selective store and concession growth in high-quality locations, exploring international expansion through capital-light channels, and using proprietary retail technology and customer data to deepen customer relationships.

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 these measures 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. The Company presents the most directly comparable GAAP financial measure with equal or greater prominence than the non-GAAP measures.

Adjusted EBITDA of Company is defined as net income/ (loss) attributable to the Company's shareholders plus depreciation and amortization, finance cost, income taxes and other operating (income) expenses, net, such as exchange loss/(gain).

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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:

		Three months ended September 30,								Nine months ended September 30,
		2026				2025				2026				2025
Net revenue		$	10,321,000			$	5,540,550			$	31,861,982			$	15,510,338
Net income/(loss) (GAAP)		$	697,242			$	(713,086	)		$	(2,797,679	)		$	(2,959,960	)
Adjusted EBITDA		$	2,963,454				10,293			$	3,539,634			$	97,003

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

		Three months ended								Nine months ended
		September 30,								September 30,
		2026				2025				2026				2025
GAAP net income/ (loss)			697,242			$	(713,086	)		$	(2,797,679	)		$	(2,959,960	)
Add back (subtract)
Depreciation and amortization			1,812,762				423,236				4,352,830				1,499,207
Finance cost			543,900				404,094				2,060,017				1,105,755
Taxation			10,521				66,760				167,541				196,858
Exchange (gain)/loss			(100,971	)			(170,711	)			(243,075	)			255,143
Adjusted EBITDA		$	2,963,454				10,293			$	3,539,634			$	97,003

Adjusted EBITDA for the three and nine months ended September 30, 2026, was impacted by the increase in revenue, mainly by the increase in revenue of broadband, technology services and retail footwear, whereas Adjusted EBITDA for the three and nine months ended September 30, 2025, was mainly impacted by an increase in international termination business, broadband services, technology services provided during the period, exchange loss due to currency devaluation, a decrease in depreciation and amortization, and a reduction in policy rate.

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.

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:

Three months ended September 30, 2026, compared to the Three Months ended September 30, 2025

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

Total net revenue was $10.32 million for the three months ended September 30, 2026, compared to $5.54 million for the three months ended September 30, 2025, as discussed in further detail below.

Telecom services-related revenue stood at $4.21 million for the three months ended September 30, 2026, compared to $4.57 million for the three months ended September 30, 2025. Broadband services generated revenue of $0.54 million for the three months ended September 30, 2026, compared to $0.50 million for the three months ended September 30, 2025. The increase was mainly due to additional internet service connection sales in 2026. Technology revenue was $1.03 million for the three months ended September 30, 2026, compared to $0.75 million for the three months ended September 30, 2025, which was increased due to the delivery of additional IT projects during the period. Retail footwear revenue recorded was $5.48 million for the three months ended September 30, 2026 against which there was no comparable information because the retail footwear business was acquired on December 15, 2025.

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Nine months ended September 30, 2026, compared to the nine months ended September 30, 2025

Total net revenue was $31.86 million for the nine months ended September 30, 2026, compared to $15.51 million for the nine months ended September 30, 2025, as discussed in further detail below.

Telecom services-related revenue stood at $12.69 million for the nine months ended September 30, 2026, compared to $12.91 million for the nine months ended September 30, 2025. Broadband services generated revenue of $1.65 million for the nine months ended September 30, 2026, compared to $1.26 million for the nine months ended September 30, 2025.

Technology and other services revenue was $2.56 million for the nine months ended September 30, 2026, compared to $1.64 million for the nine months ended September 30, 2025, reflecting an increase of US$0.93 million. The growth was primarily attributable to the execution and delivery of certain IT projects during the period, which contributed positively to the Company's revenue from technology and related services.

Retail footwear revenue of 123 Investments Limited stood at $18.00 million for the nine months ended September 30, of 2026 against which there was no comparable information because the retail footwear business was acquired on December 15, 2025.

Direct operating costs (exclusive of depreciation and amortization): Direct operating costs (exclusive of depreciation and amortization) stood at $5.23 million during the three months ended September 30, 2026, compared to $4.82 million in the comparative period. The increase of $0.41 million in direct operating cost was mainly due to an increase in salaries and benefits. The salaries and benefits mainly relate 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.

Direct operating costs (exclusive of depreciation and amortization) during the nine months ended September 30, 2026, stood at $19.98 million compared to $13.86 million during the nine months ended September 30, 2025. The increase in direct costs is mainly due to salaries and benefits and inventory consumed. The 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 $1.87 million during the three months ended September 30, 2026, compared to $0.80 million in the comparative period. The increase of $1.07 million in other operating costs was mainly due to consultancy charges, salaries and benefits, legal and professional fees and transportation charges. A significant portion of this increase relates to the acquisition of the retail footwear business, 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.

Other operating costs during the nine months ended September 30, 2026, stood at $13.18 million, compared to $2.11 million during the nine months ended September 30, 2025. The increase in operating costs is mainly due to legal and professional charges, salaries and benefits and business promotion expenses. 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 $1.81 million for the three months ended September 30, 2026, compared to $0.42 million in the comparative period. The increase of $1.39 million was mainly due to the inclusion of the retail footwear business in the current period, as discussed above.

Depreciation and amortization for the nine months ended September 30, 2026, was $4.35 million, compared to $1.50 million for the nine months ended September 30, 2025. The increase of $2.85 million was mainly due to the inclusion of the retail footwear business in the current period, as discussed above.

Other expenses: Other expenses were $0.01 million during the three months ended September 30, 2026, compared to $0.01 in the comparative period. Other expenses remained unchanged reflecting no variation during the three month periods.

Other expenses during the nine months ended September 30, 2026, stood at $0.05 million against $0.29 million for the nine months ended September 30, 2025. The decrease was primarily attributable to the absence of the exchange loss recorded during the comparative period last year.

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Other income: The Company recorded other income, net of $(0.14) million during the three months ended September 30, 2026, compared to $0.27 million in the comparative period.

Other income during the nine months ended September 30, 2026, was $5.13 million compared to $0.59 million during the nine months ended September 30, 2025. The increase is mainly due to the gain on disposal of two subsidiaries of 123 Investments Limited and the exchange gain due to the strengthening of the PAK Rupee.

Finance cost: The finance cost during the three months ended September 30, 2026, was $0.54 million compared to $0.40 million during the period ended September 30, 2025, an increase of $0.14 million. The increase in finance costs was primarily attributable to additional borrowing costs, 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.

The finance cost during the nine months ended September 30, 2026, was $2.06 million, compared to $1.11 million during the nine months ended September 30, 2025. The increase of $0.95 was mainly due to the borrowing cost. 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 $0.01 million during the three months ended September 30, 2026, compared to $0.07 million in the comparative period.

The Company recorded taxation expense of $0.17 million during the nine months ended September 30, 2026, compared to $0.20 million in the comparative period.

Net Income (Loss): The Company had net profit of $0.70 million for the three months ended September 30, 2026, compared to a net loss of $0.71 million for the three months ended September 30, 2025. The turnaround from a net loss to net income was primarily attributable to the inclusion of the financial results of 123 Investments Limited, which the Company acquired 51% of on December 15, 2025, in the consolidated financial statements for the current period. Accordingly, the results of 123 Investments Limited were not included in the comparative period.

The Company posted a net loss of $2.80 million during the nine months ended September 30, 2026, compared to $2.96 million during the nine months ended September 30, 2025. The improvement in results was mainly due to the inclusion of the financial results of 123 Investments Limited, which the Company acquired 51% of on December 15, 2025, in the consolidated financial statements for the current period. Accordingly, the results of 123 Investments Limited were not included in the comparative period. Additionally, the gain on disposal of two subsidiaries of 123 Investments Limited have also contributed to the reduction of net loss in the current period.

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 nine months ended September 30, 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.

Software Solutions and Technology Products:

The Company has developed a 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.

Our 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.

In addition to its technology operations, through the acquisition of 51% of 123 Investments Limited on December 15, 2025, the Company expanded its business portfolio to include retail footwear operations. The retail footwear business represents a significant additional revenue stream and provides the Company with greater diversification across its operating businesses. The business is engaged in the retail sale of footwear products through its established retail operations and customer network.

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Following the acquisition, the Company has focused on integrating the retail footwear operations within its broader business portfolio and maintaining and expanding its existing customer base. The Company intends to leverage the established retail platform and market presence of the footwear business to support continued revenue generation and potential growth.

The Company will continue to evaluate opportunities to improve the operational performance of the retail footwear business, enhance customer engagement and expand its market presence, while maintaining its focus on efficient cost management and sustainable revenue growth.

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 September 30, 2026 and December 31, 2025:

		Cash and cash equivalents as of September 30, 2026				Cash and cash equivalents as of December 31, 2025
United States		$	62,512			$	33,525
United Arab Emirates			458,808				146,819
Pakistan			62,036				124,073
United Kingdom			24,279				224,300
		$	607,635			$	528,717

We have significant amounts of debt. The principal amount of our debt as of September 30, 2026, was $8.74 million, consisting of $4.18 million of Term Finance Certificates (TFC)(which were in default), and long-term and short-term borrowings of $4.56 million including 123 Investments Limited's short-term loan of $0.94 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$4.90 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 the remainder of 2026 and into 2027, 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.

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.

Company current operations are supported by the funds raised by the Company in 2025 in anticipation of its projected listing on a national exchange. Periodic requirements are also supported by operating cashflow support from the subsidiary for certain elements.

Company's funding capacity and funds availability does not carry any mandatory funding obligations to service its current subsidiaries. On achievement of success, provision of growth finance is an independent discretionary decision on the part of the Company management and its Board of Directors.

The offer for settlement of a certain significant portion of the debt in WorldCall Public is also structured around an equity swap linked to the uplist plans of the Company. Company inability to secure financing and / or listing as per its current plans, would require renegotiations of current financial obligations to arrive at a mutually agreeable settlement with its vendors/lenders addressed at its subsidiary level. All such actions at the subsidiary level will carry no entanglement of obligation on the part of the Company, without its specific consent and approval. Management is cognizant of such eventualities, and it may require a business re-alignment with corresponding impact on Company operations. Any such action to service the requirements will be reflected in a future operational roadmap for the subsidiary and duly reported by the Company.

For our current subsidiaries, the Company has ownership of sizable tangible material assets and business operations. The Company can leverage these assets and business base at a subsidiary level to address requirements in case funding support which cannot be provided by the Company. Core business elements in this regard, generating the maximum of Company revenues are not considered as part of these simulations at present.

The matter related to going-concern assessment would be addressed accordingly where verifiable delivery of milestones would form the basis of management representation to Auditors for their review. Management is confident that on successful completion of its listing and funding plans, the review would deliver desired results. In case of any alternate scenario, corresponding milestones would be defined to achieve desired result over an extended period.

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We had a working capital deficit of $27.88 million as of September 30, 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 $3,444,022 as of September 30, 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 $2,836,387 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), 30 (Related Parties), in the notes to unaudited financial statements for the three and nine months ended September 30, 2026.

Cash flows from operating, investing, and financing Activities:

Cash and Cash Equivalents: We held $3,444,022 and $3,249,747 of cash and cash equivalents as of September 30, 2026, and December 31, 2025, respectively, which includes restricted cash of $2,836,387 and $2,721,030, that is not available for immediate ordinary business use.

Cash flows from Operating Activities: Net cash provided by operating activities for the nine months ended September 30, 2026, and 2025 was $2.08 million and $0.65 million, respectively. The increase in operating cash flows was primarily attributable to the inclusion of the operating results of 123 Investments Limited, which the Company acquired 51% of on December 15, 2025, in the current period, resulting in additional revenue and operating cash generation. The financial results of 123 Investments Limited were not included in the comparative period. Accordingly, the higher operating cash flows in the current period primarily reflect the contribution from the newly acquired business.

Cash flows from Investing Activities: Net cash used in financing activities during the nine months ended September 30, 2026 and 2025 was $0.54 million and $0.045 million, respectively. This increase was mainly due to the acquisition of assets and Indefeasible Right of Use (IRU) asset during the period.

Cash flows from Financing Activities: Net cash provided by financing activities was $1.46 million during the nine months ended September 30, 2026, compared to net cash provided by financing activities of $0.86 million for the nine months ended September 30, 2025. This increase was mainly due to the receipt of an interest free loan of $1,493,420 from directors during the nine months ended September 30, 2026, compared to $1,400,000 of funds raised through the sale of Convertible Notes, offset by the repayment of directors' loans and long-term financing for the nine months ended September 30, 2025.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in the notes to our financial statements for the quarter ended September 30, 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 of 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.

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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.

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 September 30, 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.

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