GLTKD 10-Q
GlobalTech Corp (GLTKD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number
(Exact Name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification Number) |
(Address of principal executive offices, including zip code.)
(
(Telephone number, including area code)
N/A
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging grown company,” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| Emerging Growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date:
Table of Contents
| 2 |
| Table of Contents |
Glossary of Industry Terms
The following are abbreviations, acronyms and definitions of certain terms used in this document, which are commonly used in our industry:
“AI” means artificial intelligence.
“ARD” means annual regulatory dues.
“BEPS” means base erosion and profit shifting, which are tax planning strategies that exploit gaps and mismatches in national tax laws to shift profits to low or no tax locations.
“CESTAT” means Pakistan’s Customs, Excise and Sales Tax Appellate Tribunal.
“CIR” means Commissioner Inland Revenue is the commissioner of Pakistan’s Federal Board of Revenue.
“DPLC” means domestic private lease circuits, a private, point-to-point connection between two locations within a country, ensuring exclusive use of bandwidth.
“ECA” means the U.S. Export Control Reform Act of 2018.
“FCPA” means the U.S. Foreign Corrupt Practices Act.
“Fiber” thin flexible fibers of glass or other transparent solids used to transmit light signals for telecommunications.
“FTTH” means fiber to the home, a broadband internet technology that uses optical fiber to deliver high-speed internet directly to individual buildings.
“GoP” means the Government of Pakistan.
“ICH” means International Clearing House.
“IT” means information technology.
“LDI” means the Company’s 55% owned subsidiary, WorldCALL Public’s Long Distance & International network.
“LHC” means the Honorable Lahore High Court.
“MoIT&T” means Pakistan lies with the Ministry of Information Technology and Telecommunication.
“OECD” means Organization for Economic Co-operation and Development.
“OLT” means optical line termination, a piece of hardware in a PON, acting as the service provider’s endpoint, converting electrical signals to optical signals for transmission over fiber optic cables and managing data traffic to multiple subscribers.
“ONT” means optical network termination, a device that serves as the endpoint of an optical network, connecting users to the network.
“Ordinance” means Pakistan’s Income Tax Ordinance, 2001.
“PEMRA” means the Pakistan Electronic Media Regulatory Authority.
“PON” means passive optical network, a fiber-optic telecommunications network that uses only unpowered devices to carry signals.
“PSX” means Pakistan Stock Exchange.
“PTA” means the Pakistan Telecommunications Authority.
“Telecommunications Act” means the Pakistan Telecommunications (Re-organization) Act, 1996, as amended.
“Telecommunications Rules” means the rules and regulations made under the Telecommunications Act.
“VOIP” means voice over internet protocol.
| 3 |
| Table of Contents |
Cautionary Note Regarding Forward-Looking Statements.
Certain of the matters we discuss in this quarterly report may constitute forward-looking statements. You can identify forward-looking statements because they contain words such as “believes”, “expects”, “may”, “will”, “should”, “seeks”, “approximately”, “intends”, “plans”, “estimates”, “anticipates”, or similar expressions which concern our strategy, plans or intentions. All statements we make relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. There may be other factors not presently known to us or which we currently consider to be immaterial that may cause our actual results to differ materially from the forward-looking statements.
Forward-looking statements include, but are not limited to, statements about:
| · | our need for additional capital, the terms of such capital and potential dilution caused thereby; |
| · | the fact that we are exposed to foreign currency exchange loss, fluctuation and translation risks related to our business in Pakistan; |
| · | the international economic environment, geopolitical developments and unexpected global events could cause our business to decline; |
| · | the fact that emerging markets, where our operations are located, are subject to greater risks than investing in more developed markets, including significant political, legal and economic risks; |
| · | the unpredictability of our revenue performance due to the fact that a large majority of our customers have not entered into long-term fixed contracts with us; |
| · | our ability to compete in highly competitive markets, which we expect only to become more competitive, and as a result, we may have difficulty expanding our customer base or retaining existing customers; |
| · | our ability to keep pace with technological changes and evolving industry standards, which could harm our competitive position and, in turn, materially harm our business; |
| · | cyber-attacks and other cybersecurity threats that may lead to compromised or inaccessible telecommunications, digital and financial services, and/or leaks or unauthorized processing of confidential information, which may cause customers to lose confidence in our services; |
| · | the highly capital-intensive nature of the telecommunications industry, which requires substantial and ongoing expenditures of capital; |
| · | the terms of our interconnect agreements and access to third-party-owned infrastructure and networks, over which we have no direct control; |
| · | increases in license fees; |
| · | risks related to our ability to continue to conduct our activities in a manner so as to not be deemed an investment company under the Investment Company Act of 1940, as amended; |
| · | the loss of important intellectual property rights, as well as third-party claims that we have infringed on their intellectual property rights; |
| · | our substantial amounts of indebtedness and debt service obligations; |
| · | our ability to keep ownership control of Worldcall Telecom Limited and 123 Investments Limited; |
| · | conflicts of interest; |
| · | our ability to comply with an extensive variety of laws and regulations; |
| · | the fact that our operating subsidiaries, assets and certain of our officers and directors are located in Pakistan; |
| · | the outcome of legal disputes, claims and litigation; |
| · | our ability to obtain and maintain licenses; |
| · | economic downturns both in Pakistan and globally, changes in inflation and interest rates, increased costs of borrowing associated therewith and potential declines in the availability of such funding; |
| · | risks relating to future divestitures, asset sales, joint ventures and acquisitions; |
| · | future operating results; and |
| · | other plans, objectives, expectations and intentions contained in this Report that are not historical. |
All forward-looking statements and projections attributable to us or persons acting on our behalf apply only as of the date of this Report and are expressly qualified in their entirety by the cautionary statements included in this Report. We undertake no obligation to publicly update or revise any written or oral forward-looking statements made by us or on our behalf, including any of the projections presented herein, to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.
As used in this report, the terms “we”, “us”, “our” and the “Company”, refer to GlobalTech Corporation, a Nevada corporation and its consolidated subsidiaries. The Company serves as a holding company for its consolidated subsidiaries discussed in greater detail below.
| 4 |
| Table of Contents |
PART I.
Item 1. Financial Statements.
GLOBALTECH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2026 AND DECEMBER 31, 2025 |
|
| March 31, |
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| December 31, |
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| 2026 |
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| 2025 |
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ASSETS |
| (Unaudited) |
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Current assets: |
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Cash and cash equivalents |
| $ |
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| $ |
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Restricted cash |
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Accounts receivable – net – Pledge |
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Short term investments – Pledge |
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Prepayments |
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Stores and spares – Pledged |
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Inventory |
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Advances |
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Due from related parties |
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Other receivables |
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Total current assets |
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Property, plant and equipment – Mortgage |
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Operating lease right-of-use assets |
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Intangible assets – net – Pledge |
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Goodwill |
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Advances to related party |
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Long term receivables and other assets |
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Deferred tax asset |
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TOTAL ASSETS |
| $ |
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| $ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Trade and other payables |
| $ |
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| $ |
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Current portion of non-current liabilities |
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Accrued interest |
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Short term borrowings- Pledge |
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Due to related parties |
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Provision for taxation – net |
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Total current liabilities |
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Term finance certificates |
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Long term financing – secured |
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Long term financing – Convertible |
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Long term deposits and payable |
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License fee payable |
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Operating lease liability |
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Post employment benefits |
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Due to related parties |
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Total non-current liabilities |
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TOTAL LIABILITIES |
| $ |
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| $ |
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CONTINGENCIES AND COMMITMENTS |
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SHAREHOLDERS’ EQUITY: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid in capital |
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Accumulated other comprehensive loss |
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| ( | ) |
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| ( | ) |
Accumulated deficit |
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| ( | ) |
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| ( | ) |
SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO PARENT |
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| ( | ) |
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| ( | ) |
Non – controlling interest |
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TOTAL SHAREHOLDERS’ EQUITY |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
| $ |
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| $ |
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The accompanying consolidated notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
| Table of Contents |
GLOBALTECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
|
| 2026 |
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| 2025 |
| ||
NET REVENUE |
| $ |
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| $ |
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Direct operating costs (exclusive of depreciation and amortization shown below) |
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| ( | ) |
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| ( | ) |
Other operating costs |
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Depreciation and amortization |
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| ( | ) |
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Other expenses |
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| ( | ) |
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| ( | ) |
OPERATING LOSS |
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| ( | ) |
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| ( | ) |
OTHER: |
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Other income – net |
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Finance cost |
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| ( | ) |
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| ( | ) |
LOSS BEFORE TAXATION |
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| ( | ) |
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| ( | ) |
Taxation |
|
| ( | ) |
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| ( | ) |
NET LOSS |
| $ | ( | ) |
| $ | ( | ) |
NET LOSS ATTRIBUTABLE TO: |
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Common shareholders of GlobalTech Corporation |
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| ( | ) |
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| ( | ) |
Non - controlling interest (NCI) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Loss per common share: basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
Weighted-average common shares used to compute basic and diluted loss per share |
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The accompanying consolidated notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
| 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 |
| |||||
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| ENDED |
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| 2026 |
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| 2025 |
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NET LOSS |
| $ | ( | ) |
| $ | ( | ) |
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Items that will not be reclassified to profit or loss: |
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Changes in fair value of financial assets through other comprehensive income |
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Foreign currency translation adjustment |
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| ( | ) |
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Other Comprehensive income (loss) - net of tax |
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| ( | ) |
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COMPREHENSIVE LOSS |
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| ( | ) |
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| ( | ) |
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COMPREHENSIVE LOSS ATTRIBUTABLE TO: |
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Common shareholders of GlobalTech Corporation |
| $ | ( | ) |
| $ | ( | ) |
Non - controlling interest (NCI) |
|
| ( | ) |
|
| ( | ) |
|
| $ | ( | ) |
| $ | ( | ) |
The accompanying consolidated notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
| Table of Contents |
GLOBALTECH CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
|
| 2026 |
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| 2025 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustment for non-cash charges and other items: |
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Depreciation and amortization |
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Gain on disposal of tangible assets |
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Fair value loss on short term investment |
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Interest accretion on liabilities |
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Liabilities written off on settlements with parties |
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Post-employment benefits |
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Income on deposits, advances and savings accounts |
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Exchange loss on liabilities |
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Changes in operating assets and liabilities: |
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Stores and spares |
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Inventory |
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Accounts receivables |
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Advances |
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Short term investment |
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Prepayments |
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Due from related parties |
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Other receivables |
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Trade and other payables |
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Increase / (Decrease) in non-current liabilities and assets: |
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Long term deposits and payables |
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Due to related parties |
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Long term loans and other assets |
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Post employment benefits paid |
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Income on deposit and savings accounts |
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Lease rental payments |
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Finance cost paid |
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Income tax paid |
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Net cash used in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of property, plant and equipment - net |
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Acquisition of IRU asset |
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Advance to a related party |
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Net cash used in investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Repayment of long-term financing |
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Payment against directors' loan |
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Issuance of common stock |
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Net cash generated from (used in) financing activities |
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Net decrease in Cash and Cash Equivalents |
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Cash and Cash Equivalent at the beginning of the Period |
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Exchange effect |
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Cash and Cash Equivalent at the End of the Period |
| $ |
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| $ |
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SUPPLEMENTAL INFORMATION - Cash paid during the period for: |
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Income taxes |
| $ | ( | ) |
| $ | ( | ) |
Interest |
| $ | ( | ) |
| $ | ( | ) |
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The cash and cash equivalent, for cashflow statements, comprises of the following: |
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Cash and cash equivalent |
| $ |
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| $ |
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Restricted cash |
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| $ |
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| $ |
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The accompanying consolidated notes are an integral part of these unaudited condensed consolidated financial statements.
| 8 |
| Table of Contents |
GLOBALTECH CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 |
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| Preferred Stock |
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| Dividend on Preferred |
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| Common Shares |
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| Additional Paid in |
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| Other Comprehensive |
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| Translation |
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| Accumulated |
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| Shareholders’ Equity attributable to |
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| Non Controlling |
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Particulars |
| Shares |
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| Amount |
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| Stock |
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| Shares |
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| Amount |
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| Capital |
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| Loss |
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| Reserve |
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| Total |
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| Deficit |
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| Parent |
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| Interest |
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| Total |
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Balance as at January 1, 2026 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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| $ | ( | ) |
| $ | ( | ) |
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| ( | ) |
| $ |
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| $ |
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Net loss attributable for the period |
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| - |
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| - |
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Other comprehensive loss for the period - net of tax |
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| - |
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| - |
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Total comprehensive income for the period - net of tax |
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| - |
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| - |
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Issue of Common Stock |
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Balance as at March 31, 2026 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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| $ | ( | ) |
| $ | ( | ) |
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| $ |
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Balance as at January 1, 2025 |
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| - |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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| $ | ( | )) |
| $ | ( | ) |
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| $ |
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| $ |
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Net loss attributable for the period |
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| - |
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| - |
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Other comprehensive loss for the period - net of tax |
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Total comprehensive income for the period - net of tax |
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Balance as at March 31, 2025 |
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The annexed notes form an integral part of these consolidated financial statements.
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GLOBALTECH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
1. ORGANIZATION AND BUSINESS
GlobalTech Corporation (the “Company”) is a Nevada Corporation, incorporated with the name of Elko Broadband Inc (“EBI”) on December 12, 2017. The Company changed its name on March 23, 2022, to GlobalTech Corporation following a plan of reorganization as disclosed in note 1.1. GlobalTech Corporation is a technology, broadband and telecom, e-commerce and retail services Company and provides these services.
1.1 A Plan and Agreement of Reorganization between Worldcall Holding Inc. and GlobalTech Corporation.
A Plan and Agreement of Reorganization dated December 31, 2021, has been entered into by and between Elko Broadband Inc. (now as GlobalTech Corporation) and Worldcall Holding Inc. (“WHI”), wherein all business assets, properties and liabilities of WHI, were exchanged for
The Plan and Agreement of Reorganization was accounted for as a reverse acquisition where EBI was a legal acquirer (the accounting acquiree) and WHI was a legal acquiree (the accounting acquirer).
The transaction has been consummated and trading of the Company’s common stock on over the counter (OTC) market commenced on April 24, 2024.
1.2. Legal Subsidiaries
1.2.1. WorldCall Telecom Limited
The Company owns, directly and indirectly through associates an aggregate of around
WTL is a public limited Company, incorporated in Pakistan on March 15, 2001, under the repealed Companies Ordinance, 1984 (now the Companies Act, 2017). Its shares are quoted on the Pakistan Stock Exchange. WTL commenced its operations on December 1, 2004, and is engaged in providing Wireless Local Loop (“WLL”) and Long Distance & International (“LDI”) services in Pakistan; re-broadcasting international/national satellite/terrestrial wireless and cable television and radio signals; interactive communication and establishing, maintaining and operating the licensed telephony services and technology services. WTL has been licensed by the Pakistan Telecommunication Authority (“PTA”) and Pakistan Electronic Media Regulatory Authority (“PEMRA”) for these purposes. WTL is domiciled in Pakistan and its registered office/principal place of business is situated at Plot # 112-113, Block S, Quaid -e Azam Industrial Estate, Kot Lakhpat, Lahore.
Variable Interest Entity (VIE) – Worldcall Telecom Limited
VIE Assessment
In accordance with Accounting Standards Codification (ASC) 810-10-25, the Company evaluated WTL to determine whether it is a variable interest entity. Based on this evaluation, the Company concluded that WTL meets the definition of a VIE due to, among other factors:
| · | Insufficient equity at risk, as evidenced by recurring operating losses, liquidity constraints, and reliance on external financing; |
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| · | Lack of substantive participating rights held by the non-controlling shareholders; and |
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| · | The Company’s ability to direct activities that most significantly affect WTL’s economic performance, including operating, financing, and strategic decisions. |
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The Company has also determined that it is the primary beneficiary of WTL because it has both (i) power over the activities that most significantly impact WTL’s economic performance and (ii) exposure to losses and benefits that could potentially be significant to WTL.
Accordingly, WTL is consolidated in the Company’s consolidated financial statements based on VIE assessment.
Assets and Liabilities of the Consolidated VIE
The following table presents the carrying amounts of assets and liabilities of WTL that are included in the Company’s consolidated balance sheets. These amounts represent the total assets and liabilities of the consolidated VIE and do not represent additional assets or obligations of the Company beyond those reflected in the consolidated financial statements:
Description |
| March 31, 2026 |
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| December 31, 2025 |
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Total Assets |
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Total Liabilities |
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Restrictions and Exposure to Losses
WTL’s assets are subject to local regulatory, legal, and liquidity constraints that may restrict the transfer of cash or other assets to the Company. Creditors of WTL do not have recourse to the general credit of the Company beyond the Company’s investment in WTL.
The Company’s maximum exposure to loss related to WTL is primarily limited to its investment in WTL and any financial support provided in the normal course of business. Worldcall Services (Private) Limited (“WSL”), a wholly-owned subsidiary of the Company, has given assurance to provide continued cash flow support.
Non-Controlling Interests in the VIE
The remaining ownership interest in WTL not held by the Company is reflected as non-controlling interest in equity. Net income or loss of WTL is attributed to the Company and the non-controlling shareholders based on their respective ownership interests. The calculation and presentation of non-controlling interests are not affected by the application of the VIE model and continue to be based on ownership interests in accordance with ASC 810-10-45.
1.2.2. WorldCall Services (Pvt) Limited
WSL, a wholly-owned subsidiary of the Company, was incorporated on October 5, 2009, as a private limited Company in Pakistan, under the Companies Ordinance 1984 (Repealed) now Companies Act 2017. The objectives of WSL include, but are not limited to carrying on and undertaking the business of providing channel placement services, payphone services and generating revenue from communication services. The registered office of WSL is situated at Plot # 112-113, Block S, Quaid -e Azam Industrial Estate, Kot Lakhpat, Lahore, Pakistan.
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1.2.3. Ferret Consulting - (FZC)
Ferret Consulting (FZC), a wholly-owned subsidiary of the Company, is a limited liability company registered in Emirates of Ajman, UAE as a Free Zone Company, in accordance with the Free Zone laws and regulations enforced in the Emirates of Ajman, U.A.E. It was registered on August 24, 2016, and commenced operations thereon. The objectives of FZC include management consultancy and technology services.
1.2.4. Route 1 Digital (Pvt) Limited
Route 1 Digital (Pvt) Limited (“Route 1”) is a private limited company, a wholly-owned subsidiary of Worldcall Telecom Limited, incorporated under the Companies Ordinance 1984 (now Companies Act 2017) on December 21, 2016. The primary business is to carry out the business of all transport services, sharing motor vehicle transportation with another or others, and consultancy in the field of information technology, software development and all activities ancillary thereto. The registered office of Route 1 is situated at Plot # 112-113, Block S, Quaid -e Azam Industrial Estate, Kot Lakhpat, Lahore, Pakistan.
1.2.5. 123 Investments Limited
123 Investments Limited (“123 Investments”) is a private company limited by shares, registered in England and Wales. The address of the registered office is 34 Roundhay Road, Leeds, England, LS7 1AB. The company operates as a holding company focused on premium footwear brands, delivering high-quality, design-led products through multi-channel retail, e-commerce, and strategic third-party partnerships.
Following is the detail of 123 Investments’ subsidiaries:
Sr # | Name of Subsidiaries | Date of acquisition |
1 | Moda Concessions Limited | |
2 | Direct Footwear Limited | |
3 | MIP Online 1975 Limited | |
4 | MIP Employees 1975 Limited | |
5 | MIP Trading 1975 Limited | |
6 | MIP Stores 1975 Limited | |
7 | Bonded Trading Limited | |
8 | Brightlark Limited |
1.2.5.1 Legal Subsidiaries of 123 Investments Limited
1.2.5.1.1 Moda Concessions Limited
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 34 Roundhay Road, Leeds, LS7 1AB, England. Moda Concessions Limited was founded on November 7, 2016, and this business accounts for the revenue generated by concessions located inside various department stores.
1.2.5.1.2 Direct Footwear Limited
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 34 Roundhay Road, Leeds, LS7 1AB, England. Direct Footwear Limited was founded on November 8, 2016 and is the wholesale branch of the business. Direct Footwear Limited has an agreement to sell on the QVC television and internet shopping channel.
1.2.5.1.3 MIP Online 1975 Limited
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 34 Roundhay Road, Leeds, LS7 1AB, England.
1.2.5.1.4 MIP Employees 1975 Limited
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 34 Roundhay Road, Leeds, LS7 1AB, England. MIP Employees 1975 Limited was incorporated on May 28, 2024. The principal activities of the company include Wholesale footwear (46420) and Retail sale of footwear in specialized stores.
1.2.5.1.5 MIP Trading 1975 Limited
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 34 Roundhay Road, Leeds, LS7 1AB, England. MIP Trading 1975 Limited was incorporated on June 5, 2024. The principal activity of the business is Retail sale of footwear in specialized stores.
1.2.5.1.6 MIP Stores 1975 Limited
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 34 Roundhay Road, Leeds, LS7 1AB, England. MIP Stores 1975 Limited was incorporated on June 26, 2024. The principal activity of the business is Retail sale of footwear in specialized stores.
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1.2.5.1.7 Bonded Trading Limited
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 34 Roundhay Road, Leeds, LS7 1AB, England. Bonded Trading Limited was incorporated on May 11, 2024. The principal activities of the company include wholesale footwear.
1.2.5.1.8 Brightlark Limited
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 34 Roundhay Road, Leeds, LS7 1AB, England. Brightlark Limited was incorporated on July 4, 2016. The principal activities of the company include business and domestic software development.
2. BASIS OF PREPARATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Basis of Consolidation— We have prepared consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These financial statements include the operating results and financial condition of GlobalTech Corporation, its wholly-owned subsidiaries; WSL (acquired on November 2021), Ferret Consulting FZC (acquired on November 2021), its variable interest entity WTL, Route 1 Digital (Pvt) Limited (acquired on April 20, 2018) and 123 Investments Limited (acquired on December 15, 2025). All intercompany balances and transactions have been eliminated in consolidation.
Significant Accounting Policies:
Revenue Recognition— We account for revenue in accordance with 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. The revenue related to these performance obligations is recognized at a point in time.
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.
Payment of invoices is due as specified in the underlying customer agreement, typically advance payments to 30 days from the invoice date, which occurs on the date of transfer of control of the services to the customer. Since payment terms are less than a year, we have elected the practical expedient and do not assess whether a customer contract has a significant financing component. The Company’s revenue arrangements generally do not include a general right of refund for services provided.
Amounts received in advance from customers are recognized as deferred income until the related goods are delivered.
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, (6) Retail footwear in specialized stores, which further contains sub-streams of revenue: (i) Retail sale of footwear, (ii) Wholesale footwear, (iii) Sales on the QVC television and internet shopping channel, and (iv) Concessions located inside various departmental stores. 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.
The timing of transfer of control for each revenue stream is as follows:
| 1. | International termination service: Control is transferred when the call is completed and the customer receives and consumes benefits. |
| 2. | Broadband service: Control is transferred when service is provided to the customer. |
| 3. | Metro fiber solutions: Control is transferred when agreement is made and services is rendered. |
| 4. | Capacity sales services: Control is transferred when service is provided. |
| 5. | Technology services: control is transferred when the right to use the software, application etc. are granted to the customers. |
| 6. | Retail Sale: Revenue from retail sales is recognized at the point of sale when the customer purchases merchandise in-store or online, as control transfers immediately upon delivery of the product to the customer. |
| 7. | Wholesale: Revenue from wholesale customers is recognized when control of the goods transfers, which generally occurs upon shipment or delivery depending on the contractual shipping terms. |
| 8. | QVC Television and Internet Sale: Revenue from QVC and similar channel partner arrangements is recognized when control of the product transfers to the end customer, which generally occurs upon shipment or delivery based on the underlying contractual terms. The Company acts as the principal in these arrangements as it controls the inventory prior to transfer to the customer. |
| 9. | Concession Sales: Revenue from concession arrangements, where the Company sells products through department store locations, is recognized at the point of sale to the end customer as control transfers at that time. The Company acts as the principal in these arrangements as it controls the inventory prior to sale. |
Amounts received in advance from customers are recognized as deferred income until the related goods are delivered.
For all revenue streams the Company is acting as a principle because it bears all risks and rewards for revenue recognition.
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Related Party Transactions and Balances
Transactions with related parties are carried out at arm’s length and in the normal course of business. Balances with related parties are stated at cost and are settled in accordance with the agreed terms. Related party transactions and balances have been disclosed in Note 29 – Related Parties, below.
Goodwill
Goodwill represents the difference between the cost of acquisition (fair value of consideration paid) and the fair value of the net identifiable assets acquired. 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. Any impairment is immediately recognized as an expense and is not subsequently reversed.
Direct Operating Costs — Direct operating costs of the Company consist primarily of salaries and benefits related to personnel who provide services to clients, annual Pakistan Telecommunications Authority (PTA) fees, cable license fees, inventory consumed and other direct costs related to the Company’s services. Costs associated with the implementation of new clients are expensed as incurred. The Company incurred approximately $
Other Operating Costs —Other operating costs of the Company consists primarily of compensation and benefits, travel and advertising expenses and are expensed as incurred. The Company incurred approximately $
Business Combinations— The Company accounts for business combinations under the provisions of ASC 805, Business Combinations. Such transactions between entities under common control are accounted for under provisions of ASC 805-50. Transfer of business among entities under common control is accounted for transactions by combining carrying amounts of the assets, liabilities, and equity of the combining entities as of the date of the 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.
The Company accounts for business combinations involving entities that are not under common control and are not related parties using the acquisition method in accordance with the ASC 805.
Under the acquisition method, the Company identifies the acquirer, determines the acquisition date, recognizes and measures the identifiable assets acquired and liabilities assumed at their respective fair values as of the acquisition date and recognizes goodwill or a bargain purchase gain, as applicable.
Consideration transferred in a business combination is measured at fair value as of the acquisition date and may include; cash paid, equity instruments issued, liabilities incurred and contingent consideration arrangements.
Income Taxes— Income tax expense includes U.S., Pakistan, United Kingdom and other international income taxes, and interest and penalties on uncertain tax positions. Certain income and expenses are not reported in tax returns and financial statements in the same period. The tax effect of such temporary differences is reported as deferred income taxes. Deferred tax assets are reported net of a valuation allowance when it is more likely than not that a tax benefit will not be realized. All deferred income taxes are classified as long-term.
Short Term Investments — Investments – Debt and Equity Securities. Investments in marketable debt securities with maturities greater than three months but less than one year at the time of purchase and are classified based on management’s intent regarding these assets as available-for-sale securities. Securities that the Company may sell in response to liquidity needs or changes in interest rates are classified as available-for-sale. They are reported at fair value, with unrealized gains and losses excluded from net income and recorded in other comprehensive income (OCI) within equity, net of applicable taxes. Realized gains and losses, along with other-than-temporary impairments, are included in earnings and are determined using the specific identification method.
Our investments in marketable equity securities are measured at fair value with the related gains and losses, including unrealized, recognized in other income (loss).
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Inventory
Inventory is stated at lower of cost and net realizable value. Cost is determined on weighted average basis. Net realizable value signifies the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. If the net realizable value is lower than the carrying amount, a write-down is recognized for the amount by which the carrying amount exceeds its net realizable value. Provision is made in the financial statements for obsolete and slow-moving inventory based on management estimate.
Fair Value Measurements — ASC 820, Fair Value Measurement, requires the disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The Company follows a fair value measurement hierarchy to measure financial instruments. The fair value of the Company’s financial instruments is measured using inputs from the three levels of the fair value hierarchy as follows:
Level 1 – inputs are based upon unadjusted quoted prices for identical instruments in active markets.
Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.
Stores and spares
Stores and spares are stated at the lower of cost or net realizable value. Cost is principally determined using the weighted-average method. The Company records adjustments to stores and spares for excess quantities, obsolescence or impairment when appropriate to reflect at net realizable value.
Periodic physical counts and stores and spares reviews are conducted to assess the condition and usability of stores and spares. Provisions are recorded for obsolete, slow-moving, or damaged items when necessary, and such provisions are charged to the statement of operations.
Accounts Receivable - net —Accounts receivable are presented on the consolidated balance sheet net of 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. Accounts are written off when it is determined that collection of the outstanding balance is no longer probable.
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 $
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-winded 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.
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
The Company also holds
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. |
| 19 |
| Table of Contents |
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. |
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|
· | 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 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.
| 20 |
| Table of Contents |
3. BUSINESS COMBINATION
Acquisition of 123 Investments Limited
On December 15, 2025, the Company acquired
Purchase Consideration
The total consideration for the transaction amounted to $
Sr No |
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| Particulars |
| Number of Shares |
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| Rate per Share ($) |
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| Total ($) |
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| 1 |
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| Common stock issued |
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| 2 |
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| Preferred stock issued |
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| 3 |
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| Contingent consideration – Series A preferred stock (subject to conditions) |
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| 4 |
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| Earnout consideration up to $1 million (based on EBITDA & net profit targets for financial year 2026) |
|
| - |
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| - |
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| |
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| Total consideration (maximum potential) |
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| · | Common Stock Issued |
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| · | Preferred Stock Issued |
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| · | Contingent Consideration |
| i. | Up to |
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| ii. | The right to earn additional consideration of up to $ |
| 21 |
| Table of Contents |
The contingent consideration of $
Preliminary Purchase Price Allocation |
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The following table summarizes the preliminary fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date: |
| |||
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Consideration of acquirer (51%) |
| $ |
| |
Fair value of NCI (49%) |
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Total Consideration |
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Fair value of identified net assets |
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Property, plant and equipment |
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Right of use assets |
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Intangibles |
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Advance to a related party |
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Current assets |
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Total assets |
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Fair value of liabilities |
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Current liabilities |
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Long term loan |
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Lease liabilities |
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Deferred tax liability |
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Total liabilities |
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Fair value of identifiable net assets acquired |
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Goodwill |
| $ |
| |
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 $
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.
| 22 |
| Table of Contents |
4. CASH AND CASH EQUIVALENTS
|
| March 31, |
|
| December 31, |
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| 2026 |
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| 2025 |
| ||
|
| (Unaudited) |
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| |||
Cash at bank |
|
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Current accounts |
| $ |
|
| $ |
| ||
Savings accounts |
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Cash in hand |
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Pay orders in hand |
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| $ |
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| $ |
| ||
5. RESTRICTED CASH
|
| March 31, |
|
| December 31, |
| ||
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| 2026 |
|
| 2025 |
| ||
|
| (Unaudited) |
|
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| ||
Deposit in escrow account |
| $ |
|
| $ |
| ||
Margin and other deposits |
|
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|
| $ |
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| $ |
| ||
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 $
| 23 |
| Table of Contents |
6. ACCOUNTS RECEIVABLE – NET
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
| (Unaudited) |
|
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| |||
Considered good – unsecured |
| $ |
|
| $ |
| ||
Considered doubtful – unsecured |
|
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| ||
|
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| ||
Less: Provision for expected credit loss |
|
| ( | ) |
|
| ( | ) |
|
| $ |
|
| $ |
| ||
Provision for credit losses has been nil for the three months ended March 31, 2026. Accounts receivable relating to WorldCall Public of $
7. ADVANCES
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
| (Unaudited) |
|
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| ||
Advances to employees against expenses |
| $ |
|
| $ |
| ||
Advances to suppliers |
|
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| ||
|
| $ |
|
| $ |
| ||
| 24 |
| Table of Contents |
8. DUE FROM RELATED PARTIES
|
| March 31, 2026 |
|
| December 31, 2025 |
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Due from related parties |
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| ||
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 |
| $ |
|
| $ |
| ||
Capital work-in-progress |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Operating fixed assets |
|
|
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Building on freehold land |
| $ |
|
| $ |
| ||
Freehold land |
|
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| ||
Leasehold improvements |
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| ||
Plant and equipment |
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Office equipment |
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Vehicles |
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Computers |
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Furniture and fixtures |
|
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| ||
Laboratory and other equipment |
|
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| ||
|
|
|
|
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| ||
Less: Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
| $ |
|
| $ |
| ||
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 $
| 25 |
| Table of Contents |
Useful life of operating fixed assets ranges between
Assets |
| Useful lives in Years |
| |
Building |
|
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| |
Leasehold improvements |
|
| ||
Plant and equipment |
|
| ||
Office equipment |
|
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| |
Computers |
|
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| |
Furniture and Fixture |
|
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| |
Vehicles |
|
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| |
Lab and other equipment |
|
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| |
The useful life of the set-top boxes and cable modems is
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 |
| $ |
|
| $ |
| ||
Plant and equipment |
|
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|
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| ||
Vehicle |
|
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| ||
Furniture and fixtures |
|
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Computers |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
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 |
| $ |
|
|
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| ||
Vehicles |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
| 26 |
| Table of Contents |
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 |
| $ |
|
| $ |
| ||
Short term lease cost |
|
|
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|
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| ||
|
| $ |
|
| $ |
| ||
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
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| 2025 |
| ||
|
| (Unaudited) |
|
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| ||
Operating leases |
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Operating lease ROU assets, net |
| $ |
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| $ |
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Current operating lease liabilities |
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Non-Current operating lease liabilities |
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| $ |
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| $ |
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Operating leases |
|
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ROU Assets |
|
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Addition through acquisition of 123 Investment Limited |
|
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Lease termination |
|
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| ( | ) |
Asset lease expense |
|
| ( | ) |
|
| ( | ) |
Foreign exchange gain/(loss) |
|
|
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|
| ( | ) | |
ROU Assets – net |
| $ |
|
| $ |
| ||
|
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Weighted average remaining lease term (in years): |
|
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Operating leases |
|
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| ||
Weighted average discount rate: |
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Operating leases - Pakistan |
|
| % |
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| % | ||
Operating leases – United Kingdom |
|
| % |
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| % | ||
| 27 |
| Table of Contents |
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: |
|
|
|
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|
| ||
Operating cash flows from operating leases |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
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|
ROU assets obtained in exchange for lease liabilities: |
|
|
|
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|
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|
|
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) |
| $ |
| |
2027 |
|
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| |
2028 |
|
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| |
2029 |
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| |
2030 |
|
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| |
Thereafter |
|
|
| |
Total lease payments |
|
|
| |
Less: imputed interest |
|
| ( | ) |
Total lease obligations |
|
|
| |
Less: current obligations |
|
| ( | ) |
Long-term lease obligations |
| $ |
| |
11. INTANGIBLE ASSETS – NET
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
| (Unaudited) |
|
|
| |||
Licenses |
| $ |
|
| $ |
| ||
Patents, Brand and Copyrights |
|
|
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| ||
IRU - media cost |
|
|
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| ||
Software |
|
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| ||
|
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| ||
Less: Accumulated amortization – net |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
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|
|
|
|
|
| $ |
|
| $ |
| ||
| 28 |
| Table of Contents |
Useful life of intangible assets ranges from between
As of March 31, 2026, future amortization expense scheduled to be expensed is as follows:
Year ending December 31,
2026 (nine months) |
| $ |
| |
2027 |
|
|
| |
2028 |
|
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| |
2029 |
|
|
| |
2030 |
|
|
| |
Thereafter |
|
|
| |
|
| $ |
|
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
During the period the Company acquired Indefeasible Right of Use (IRU) of $
12. ADVANCE TO A RELATED PARTY
|
| March 31, 2026 |
|
| December 31, 2025 |
| ||
|
|
|
|
|
|
| ||
Advance to a related party |
| $ |
|
| $ |
| ||
|
| $ |
|
| $ |
| ||
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 $
| 29 |
| Table of Contents |
13. TRADE AND OTHER PAYABLES
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
| (Unaudited) |
|
| (Audited) |
| ||
Trade creditors |
| $ |
|
| $ |
| ||
Contingent liability |
|
|
|
|
|
| ||
Accrued and other liabilities |
|
|
|
|
|
| ||
Payable to PTA against APC charges |
|
|
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| ||
Payable against long term investment |
|
|
|
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| ||
Contract liabilities |
|
|
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|
| ||
Withholding taxes payable |
|
|
|
|
|
| ||
Sales tax payable |
|
|
|
|
|
| ||
Security deposits |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Trade creditors include amounts payable to PTA totaling $
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.
| 30 |
| Table of Contents |
14. CURRENT PORTION OF NON-CURRENT LIABILITIES
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
| (Unaudited) |
|
|
| |||
Term finance certificates |
| $ |
|
| $ |
| ||
Mark-up payable on TFCs |
|
|
|
|
|
| ||
Long term financing |
|
|
|
|
|
| ||
Lease liabilities |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
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 |
| $ |
|
| $ |
| ||
Term finance certificates |
|
|
|
|
|
| ||
Long term financing |
|
|
|
|
|
|
| |
|
| $ |
|
| $ |
| ||
16. SHORT TERM BORROWINGS
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
| (Unaudited) |
|
|
|
| ||
Repurchase agreement borrowings |
| $ |
|
|
|
| ||
Credit facility – Charles Street Finance |
|
|
|
|
|
| ||
Credit facility – YouLend Limited |
|
|
|
|
|
| ||
Treyed Stock Facility |
|
|
|
|
|
| ||
Line of credit facility – others |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
The shares of WTL amounting to $
Borrowings against repurchase agreement,
| 31 |
| Table of Contents |
Charles Street Finance Loan: 123 Investments Limited obtained a short-term loan under commercial lending terms. This loan bears interest at a rate of
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 $
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 |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| ||
| 32 |
| Table of Contents |
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 |
| $ |
|
| $ |
| ||
TLT Communication |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
17. TERM FINANCE CERTIFICATES (TFCs)
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
| (Unaudited) |
|
|
|
| ||
Opening balance |
| $ |
|
| $ |
| ||
Repayments |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
| ||
Current portion |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
| ||
Add: Deferred interest |
|
|
|
|
|
|
| |
Exchange adjustment |
|
|
|
|
|
|
| |
Closing balance |
| $ |
|
| $ |
| ||
Term finance certificates (TFCs) have a face value of $
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
| 33 |
| Table of Contents |
The other main terms included appointment of one representative as a nominee director nominated by the Trustee which has been complied with. Further,
The Company has not paid due quarterly instalments from June 2019 to March 2026 amounting to $
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
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 |
| $ |
|
| $ |
| ||
Askari Bank Limited |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
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.
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.
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.
| 34 |
| Table of Contents |
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 $
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 (
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%).
| 35 |
| Table of Contents |
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 $
The total outstanding balance of Convertible Promissory Notes as at March 31, 2026 and December 31, 2025, was $
20. LICENSE FEE PAYABLE
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
| (Unaudited) |
|
|
| |||
License fee payable |
| $ |
|
| $ |
| ||
|
| $ |
|
| $ |
| ||
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.
| 36 |
| Table of Contents |
21. DUE TO RELATED PARTIES
|
| March 31, 2026 |
|
| December 31, 2025 |
| ||
Due to related parties |
| $ |
|
| $ |
| ||
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
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 $
During the International Clearing House (ICH) regime,
During the year 2016, PTA again demanded immediate payment of the principal amount of APC amounting to $
| 37 |
| Table of Contents |
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 $
PTA has raised demand amounting to $
PTA has filed recovery proceedings against the Company before the District Collector / District Officer Revenue, Lahore for an amount of $
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
| 38 |
| Table of Contents |
PTA had demanded an amount of $
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 $
Additionally, PTA has determined an amount of $
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 $
PTA determined the demand amounting to $
Other than the amounts recognized in the financial statements and amounts disclosed in the above contingencies, PTA has also demanded amounts of $
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 $
| 39 |
| Table of Contents |
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 $
A demand of Rs. $
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 $
The CIR has raised demand against the Group for super tax for the tax year 2018 amounting to $
A sales tax demand of $
| 40 |
| Table of Contents |
On September 30, 2016, Punjab Revenue Authority (PRA) issued show cause notice allegedly demanding $
On December 13, 2023, Punjab Revenue Authority (PRA) issued show cause notice allegedly demanding $
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 $
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 $
| 41 |
| Table of Contents |
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 $
One of the Group’s suppliers has filed a petition on November 21, 2014 before LHC. The vendor has a claim of $
One of the Group’s suppliers and its allied international identities (referred to as suppliers) filed a winding up petition dated
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 $
| 42 |
| Table of Contents |
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 |
| $ |
|
| $ |
| ||
Broadband services |
|
|
|
|
|
| ||
Technology Services |
|
|
|
|
|
| ||
Retail and footwear |
|
|
|
|
|
| ||
Other Services |
|
|
|
|
|
| ||
Gross Revenue |
|
|
|
|
|
| ||
Less: Discounts |
|
| ( | ) |
|
| ( | ) |
Less: Sales tax |
|
| ( | ) |
|
| ( | ) |
|
| $ |
|
| $ |
| ||
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
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.
| 43 |
| Table of Contents |
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 |
| $ |
|
| $ |
| ||
|
| $ |
|
| $ |
| ||
Broadband Services: |
|
|
|
|
|
|
|
|
Cable TV and internet services |
|
|
|
|
|
| ||
Metro fiber solutions |
|
|
|
|
|
| ||
Capacity sale services |
|
|
|
|
|
| ||
|
| $ |
|
|
|
| ||
Technology Services |
| $ |
|
| $ |
| ||
Retail footwear |
| $ |
|
| $ |
| ||
The product wise breakup of retail footwear revenue is given below:
|
| March 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Revenue source |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Retail sale of footwear |
| $ |
|
| $ |
| ||
Wholesale footwear |
|
|
|
|
|
| ||
Sales on QVC television & internet shopping channel |
|
|
|
|
|
| ||
Concession sale |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
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 |
| $ |
|
| $ |
| ||
United Kingdom* |
| $ |
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
* 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 |
| $ |
|
| $ |
| ||
United Arab Emirates |
| $ |
|
| $ |
| ||
Pakistan |
| $ |
|
| $ |
| ||
United Kingdom* |
| $ |
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
* All long-lived assets are located in the United Kingdom.
| 44 |
| Table of Contents |
25. DIRECT OPERATING COSTS
|
| Three Months Ended March 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Interconnect, settlement and other charges |
| $ |
|
| $ |
| ||
Salaries, wages and benefits |
|
|
|
|
|
| ||
Bandwidth and other PTCL charges |
|
|
|
|
|
| ||
Power consumption and rent |
|
|
|
|
|
| ||
Network maintenance and insurance |
|
|
|
|
|
| ||
PTA fees |
|
|
|
|
|
| ||
Cable license fee |
|
|
|
|
|
| ||
Inventory consumed |
|
|
|
|
|
| ||
Shared service cost |
|
|
|
|
|
| ||
Fees and subscriptions |
|
|
|
|
|
| ||
Content cost |
|
|
|
|
|
| ||
Security services |
|
|
|
|
|
| ||
Others |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
26. OTHER OPERATING COSTS
|
| March 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Salaries, wages and benefits |
| $ |
|
| $ |
| ||
Fees and subscriptions |
|
|
|
|
|
| ||
Website Cost |
|
|
|
|
|
| ||
Legal and professional |
|
|
|
|
|
| ||
Rent, rates and taxes |
|
|
|
|
|
| ||
Travelling and conveyance |
|
|
|
|
|
| ||
Transportation |
|
|
|
|
|
| ||
Utilities |
|
|
|
|
|
| ||
Communications |
|
|
|
|
|
| ||
Repairs and maintenance |
|
|
|
|
|
| ||
Security services |
|
|
|
|
|
| ||
Insurance |
|
|
|
|
|
| ||
Business promotion and entertainment |
|
|
|
|
|
| ||
Printing and stationery |
|
|
|
|
|
| ||
Directors' meeting/remuneration expense |
|
|
|
|
|
| ||
Miscellaneous |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
27. FINANCE COST
|
| Three Months Ended March 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Unwinding of discount on liabilities |
| $ |
|
|
|
| ||
Interest on term finance certificates |
|
|
|
|
|
| ||
Interest on long term loan |
|
|
|
|
|
| ||
Interest on short term borrowings |
|
|
|
|
|
| ||
Finance charges on lease liabilities |
|
|
|
|
|
| ||
Trade facility charges |
|
|
|
|
|
|
| |
Bank charges and commission |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
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, |
| |||||
Current provision |
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
For the period |
| $ |
|
| $ |
| ||
Prior periods |
|
|
|
|
|
| ||
Total current provision |
|
|
|
|
|
| ||
Deferred provision |
|
|
|
|
|
| ||
Total provision |
| $ |
|
| $ |
| ||
| 45 |
| Table of Contents |
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 |
|
|
|
|
|
| ||
Total current provision |
|
|
|
|
|
| ||
Deferred |
|
|
|
|
|
| ||
State |
|
|
|
|
|
| ||
Foreign |
| $ |
|
| $ |
| ||
Total provision |
|
|
|
|
|
| ||
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 is calculated as under:
|
| 2026 |
|
| 2025 |
| ||
Federal statutory rate |
| $ | % |
| $ | % | ||
Foreign earnings taxed at lower rates |
|
| ( | )% |
|
| ( | )% |
Effective tax rate |
|
| % |
|
| % | ||
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, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Asset for deferred taxation comprising temporary differences related to: |
| Unaudited |
|
|
| |||
|
|
|
|
|
|
| ||
Unused tax losses |
| $ |
|
| $ |
| ||
Provision for credit losses of receivables |
|
|
|
|
|
| ||
Post employment benefits |
|
|
|
|
|
| ||
Provision for stores and spares & stock-in-trade |
|
|
|
|
|
| ||
Provision for credit losses of advances and other receivables |
|
|
|
|
|
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
| ||
Liability for deferred taxation comprising temporary differences on other liabilities |
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
| ( | ) |
|
| ( | ) |
Right of use assets |
|
| ( | ) |
|
| ( | ) |
Intangible assets |
|
| ( | ) |
|
| ( | ) |
Leasehold improvements |
|
| ( | ) |
|
| ( | ) |
|
|
| ( | ) |
|
| ( | ) |
Deferred tax asset |
| $ |
|
| $ |
| ||
| 46 |
| Table of Contents |
Deferred tax asset on tax losses available for carry forward has been recognized to the extent that the realization of related tax benefit is probable from reversal of existing taxable temporary differences and future taxable profit. These unused tax losses mainly represent allowable depreciation expenses for an indefinite period. However, there are no such tax benefits which remain unrecognized into the financial statements and tax related contingencies have been adequately disclosed in Note 22 – Contingencies and Commitments of these financial statements. Management’s assertions of future taxable profits are primarily supported by projections in the Company’s business plan, which focuses on the expansion and execution of Fiber-to-the-Home (FTTH) services and other IT-based solutions. The Company believes that these initiatives are expected to generate sufficient taxable income in the foreseeable future, thereby enabling the Company to utilize the carried-forward tax losses.
A significant portion of the deferred tax asset is attributable to unabsorbed depreciation, which continues to be available for set-off against future taxable income under the Income Tax Ordinance, 2001 (as applicable in Pakistan). In accordance with this ordinance, such unabsorbed depreciation can be carried forward indefinitely until it is fully utilized.
Management has evaluated the realizability of the Company’s deferred tax assets, and considered the guidance in ASC 740-10-30-21 through 30-23, which requires that significant weight be given to objectively verifiable negative evidence such as cumulative losses in recent years. The Company recognizes that it has experienced cumulative pre-tax losses over the three-year period ended December 31, 2025 and quarter ended March 31, 2026, which represent significant negative evidence in evaluating the realizability of deferred tax assets.
In evaluating whether sufficient objectively verifiable positive evidence exists to support the realization of its deferred tax assets, the Company determined that the most significant source of positive evidence relates to the nature of the underlying temporary differences giving rise to the deferred tax assets and the existence of taxable temporary differences that are expected to reverse in future periods to the extent the Company generates net income.
The following represent the key sources of positive evidence:
1) Strong and consistent revenue growth
WTL has experienced significant growth in revenue on both a year-over-year and period-over-period basis. This upward trajectory provides further support for the recoverability of deferred tax assets.
|
| March 31, |
|
| December 31, |
|
| December 31, |
| |||
|
| 2026 |
|
| 2025 |
|
| 2024 |
| |||
|
| ———USD——— |
| |||||||||
Revenue |
|
|
|
|
|
|
|
|
| |||
3) Expansion into new revenue streams
Additional positive evidence is provided by the Company’s expansion into technology services, which represents a new and growing revenue stream. Revenue from this segment is approximately $
4) Lauch of new IT products
The Company plans to launch new IT products in the second quarter of 2026. These initiatives are expected to further enhance the Company’s revenue streams and improve future taxable income, thereby providing additional support for the recoverability of deferred tax assets.
| 47 |
| Table of Contents |
As of March 31, 2026, the Company reported deferred tax liabilities of approximately $
In addition, a significant portion of the Company’s deferred tax assets relate to unabsorbed depreciation and other tax attributes that are not subject to expiration under Pakistan’s Income Tax Ordinance, 2001. These attributes may be carried forward indefinitely and utilized against future taxable income, which provides additional support for the realizability of the related deferred tax assets.
The Company has also evaluated the expiration profile of its tax loss of $
After considering the significant negative evidence associated with historical losses and weighing it against the objectively verifiable positive evidence described above—particularly the reversal of taxable temporary differences and the indefinite carry forward of certain tax attributes—the Company concluded that it is more-likely-than-not that the portion of deferred tax assets not subject to a valuation allowance will be realized.
The deferred tax asset has been reduced by the $
During the three months ended March 31, 2026, the Company reported a net loss primarily attributable to the performance of its investee, 123 Investments Limited. Management has evaluated this loss and believes it to be temporary in nature and not indicative of the Company’s long-term operating performance.
In assessing the realizability of its deferred tax assets in accordance with GAAP, the Company has considered both positive and negative evidence, including the recent quarterly loss, which represents negative evidence.
Management believes that the negative evidence arising from the current quarter is outweighed by positive evidence, including expected improvements in operating performance, anticipated net income for the remainder of the year, and strategic initiatives undertaken by the Company. Based on these factors, management expects the Company to generate sufficient taxable income during the year ending December 31, 2026 to realize its deferred tax assets.
Accordingly, management has concluded that it is more likely than not that the deferred tax assets will be realized and, therefore, no valuation allowance has been recorded as of March 31, 2026.
| 48 |
| Table of Contents |
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 |
| $ |
|
| $ |
| ||
Worldcall Ride Hail (Private) Limited |
| Interest charged |
| $ |
|
|
|
| ||
Babar Ali Syed |
| Funds repaid |
|
| ( | ) |
|
| ( | ) |
Ben Buck |
| Loan |
|
| ( | ) |
|
|
| |
C Buck |
| Loan |
|
|
|
|
|
| ||
D Buck |
| Loan |
|
| ( | ) |
|
|
| |
Key management personnel |
| Advances against expenses disbursed (adjusted) - net |
| $ | ( | ) |
| $ |
| |
|
|
|
| March 31, 2026 |
|
| December 31, 2025 |
| ||
|
|
|
|
|
|
|
|
| ||
Advance to a related party (Non-current assets) |
|
|
|
|
|
|
|
| ||
Stephen Andrew Buck |
| Advance against purchase of property |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
|
|
Due from related parties (Current assets) |
|
|
|
|
|
|
|
|
|
|
Worldcall Cable (Private) Limited |
|
|
| $ |
|
| $ |
| ||
Worldcall Ride Hail (Private) Limited |
|
|
|
|
|
| $ |
| ||
Footwear Software Limited |
|
|
|
|
|
|
|
| ||
MIP Distribution Limited |
|
|
|
|
|
|
|
| ||
Total |
|
|
| $ |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
Due to related parties (current liabilities) |
|
|
|
|
|
|
|
|
|
|
Key management personnel |
|
|
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
|
|
Due to related parties (non-current liabilities) |
|
|
|
|
|
|
|
|
|
|
Babar Ali Syed |
| Payable |
| $ |
|
| $ |
| ||
Ben Buck |
| Payable |
|
|
|
|
|
| ||
C Buck |
| Payable |
|
|
|
|
|
| ||
D Buck |
| Payable |
|
|
|
|
|
| ||
Total |
|
|
| $ |
|
| $ |
| ||
| 49 |
| Table of Contents |
As on March 31, 2026 and December 31, 2025, the outstanding balance from key management personnel was approximately $
The Company’s subsidiaries owe an approximately $
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 $ |
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
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
|
|
|
| March 31, 2026 |
|
| March 31, 2025 |
| ||
Basic loss per share: |
|
|
|
|
|
|
|
| ||
Loss after taxation attributable to parent |
| (a) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares |
| (b) |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
Basic loss earnings per share |
| (a/b) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
Diluted loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss after taxation attributable to parent |
| (a) |
| $ | ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares |
|
|
|
|
|
|
|
| ||
Assumed conversion of preference shares |
|
|
|
|
|
|
| - |
| |
Assumed conversion of convertible loan |
|
|
|
|
|
|
| - |
| |
Weighted average number of common shares for diluted loss per share |
| (b) |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
Diluted loss per common share |
| (a/b) |
|
| ( | ) |
|
| ( | ) |
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. |
| 50 |
| Table of Contents |
32. PREFERRED STOCK
Preferred stock, $
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 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. |
| 51 |
| Table of Contents |
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 |
| $ | ( | ) |
| $ | ( | ) |
NCI of 123 Investments Limited |
|
| ( | ) |
|
|
| |
34. COMMON STOCK AND ADDITIONAL PAID-IN-CAPITAL
The Company is authorized to issue
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, $35.20 (352,000 shares × $0.0001 par value) has been credited to common stock, while the remaining $
As of the end of the period, the Company had
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.
| 52 |
| Table of Contents |
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. |
| 53 |
| Table of Contents |
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 “Reverse Stock Split”). The Board of Directors has not yet determined a final reverse stock exchange ratio and/or determined whether or not to move forward with a Reverse Stock Split. As a result, this Report has not been updated for any potential 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.
| 54 |
| Table of Contents |
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 $1.38 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.
Non-GAAP (loss) profit from operations (operating loss plus other income) (a non-Generally Accepted Accounting Principles (GAAP) financial measure, see “Non-GAAP Financial Measures”, below) for the three months ended March 31, 2026 was $(3.16) million. 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 non-GAAP profit/(loss) from operations and 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 measures are net loss with respect to Adjusted EBITDA and loss from operations with respect to non-GAAP profit/(loss) from operations. Non-GAAP profit/(loss) from operations and Adjusted EBITDA are presented because we believe they provide 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.
Non-GAAP profit/(loss) from operations and Adjusted EBITDA have limitations as an analytical tool, and you should not consider them 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.
We believe non-GAAP profit/(loss) from operations provides our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations, as this metric includes the effect of other income. Additionally, other companies in our industry may calculate non-GAAP operating profit/(loss) and Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure. You should not consider non-GAAP operating profit/(loss) and 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 these non-GAAP measures 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 these non-GAAP measures in conjunction with the most directly comparable GAAP financial measure. The Company presents the most directly comparable GAAP financial measures with equal or greater prominence than the non-GAAP measures.
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We realized revenue, net loss and loss from operations (each prepared in accordance with U.S. GAAP), as well as certain non-GAAP financial measures, including Adjusted EBITDA and non-GAAP loss from operations, during the periods presented below as follows (all percentages are calculated using whole numbers. Minor differences may exist due to rounding):
|
| March 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Net revenue |
| $ | 10,425,009 |
|
| $ | 4,341,720 |
|
Net loss (GAAP) |
|
| (4,029,326 | ) |
|
| (1,125,204 | ) |
Loss from operations (GAAP) |
|
| (3,247,102 | ) |
|
| (943,672 | ) |
Adjusted EBITDA |
| $ | (1,327,266 | ) |
| $ | (86,494 | ) |
Loss from Operations (GAAP) |
| $ | (3,163,515 | ) |
| $ | (724,733 | ) |
Set forth below is a presentation and reconciliation of our Adjusted EBITDA and non-GAAP loss from operations for the three months ended March 31, 2026 and 2025 to GAAP loss from operations and GAAP net loss, respectively:
|
| March 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Loss from operations (GAAP) |
| $ | (3,247,102 | ) |
| $ | (943,672 | ) |
Plus, other income |
| $ | 83,588 |
|
| $ | 218,939 |
|
Non-GAAP loss from operation |
| $ | (3,163,515 | ) |
| $ | (724,733 | ) ) |
|
|
|
|
|
|
|
|
|
|
| March 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
|
|
|
Net revenue |
| $ | 10,425,009 |
|
| $ | 4,341,720 |
|
|
|
|
|
|
|
|
|
|
Net loss (GAAP) |
|
| (4,029,326 | ) |
|
| (1,125,204 | ) |
Add back (subtract) |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 1,908,637 |
|
|
| 501,098 |
|
Finance cost |
|
| 801,238 |
|
|
| 346,737 |
|
Taxation |
|
| 64,573 |
|
|
| 53,733 |
|
Exchange (gain)/loss |
|
| (72,388 | ) |
|
| 137,142 |
|
Adjusted EBITDA |
| $ | (1,327,266 | ) |
| $ | (86,494 | ) |
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Non-GAAP loss from operations is defined as GAAP operating loss plus other income.
Adjusted EBITDA is defined as net loss attributable to GlobalTech Corporation shareholders plus depreciation and amortization, finance cost, income taxes and exchange (gain)/loss.
Adjusted EBITDA and non-GAAP operating loss 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 and non-GAAP loss from operations 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 150,000 restricted shares of common stock, issued in six equal monthly tranches of 25,000 shares over a six-month period, each due every 30 days during the term, of which 75,000 shares have been issued to date; and an aggregate of 750,000 shares of Company common stock, which are to be earned, vested, deliverable, and non-cancellable in the following tranches: 150,000 shares on the signing date of the agreement (which have been earned to date); 150,000 shares on the date that is 120 after the effective date (December 12, 2025)(issued to date); 225,000 shares on the date that is 150 days after the effective date (December 12, 2025); and 225,000 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
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Item 6. Exhibits
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101.INS |
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101.SCH |
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101.CAL |
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101.LAB |
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101.PRE |
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101.DEF |
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| Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
* 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 | ||
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Dated: May 15, 2026 | By: | /s/ Dana Green | |
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| Dana Green |
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| Chief Executive Officer and Director |
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| (Principal Executive Officer) |
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Dated: May 15, 2026 | By: | /s/ Muhammad Azhar Saeed, FCA | |
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| Muhammad Azhar Saeed, FCA |
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| Chief Financial Officer |
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| (Principal Financial/Accounting Officer) |
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