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EXHIBIT 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholder and Board of Directors

123 Investments Limited

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of 123 Investments Limited (the "Company") as of January 28, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the years then ended, and the related notes (collectively, the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of January 28, 2025 and 2024, and the consolidated results of its operations and its consolidated cash flows for each of the years then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include-9 examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (I) relate to accounts or disclosures that are material to the financial statements, and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

We have served as the Company's auditor since 2025.

PCAOB JD: 7257

Lahore, Pakistan

December 02, 2025

123 INVESTMENTS LIMITED
CONSOLIDATED BALANCE SHEETS
AS OF JANUARY 28, 2025 and 2024
	2025		2024

Assets
CURRENT ASSETS
Cash and cash equivalents	$	512,936	$	2,078,841
Accounts receivable		1,386,964		1,883,337
Inventories		5,076,074		5,126,652
Due from a related party		-		3,925,550
Prepayments		439,740		986,429
Total Current Assets		7,415,714		14,000,809
NON-CURRENT ASSETS
Property, plant and equipment		323,570		1,439,254
Advance to a related party		2,789,671		1,032,995
Intangible Asset		562,823		85,341
Total Non-Current Assets		3,676,064		2,557,590
TOTAL ASSETS	$	11,091,778	$	16,558,399

Liabilities and Shareholders' Equity
Current Liabilities
Trade and other payables	$	5,941,814	$	11,926,128
Short term financing		2,229,359		1,936,744
Due to a related party		45,339
Provision for taxation		945,454		838,724
TOTAL CURRENT LIABILITIES	$	9,161,966	$	14,701,596
Deferred tax liabilities		10,578		188,127
TOTAL LIABILITIES		9,172,544		14,889,723
CONTINGENCIES AND COMMITMENTS		-		-
SHAREHOLDERS' EQUITY
Authorized capital
8,578 Class A shares of $0.12394 each (£0.01 each)
28,722 Ordinary shares of $0.12394 each (£0.01 each)
627 Ordinary shares of $1.2394 each (£1.00 each)

Issued, outstanding and paid-up capital:
8,578 Class A shares of $0.12394 each (£0.01 each)		106		106
27,022 Ordinary shares of $0.12394 each (£0.01 each)		335		335
116 Ordinary shares of $1.2394 each (£1.00 each)		144		144
Total: value of shares		585		585

Accumulated other comprehensive income		52,662		112,248
Accumulated profit		1,865,987		1,555,843
TOTAL SHAREHOLDERS' EQUITY		1,919,234		1,668,676
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	11,091,778	$	16,558,399

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

123 INVESTMENTS LIMITED
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEARS ENDED JANUARY 28, 2025 AND 2024
	2025			2024

NET SALES	$	36,833,004		$	33,392,729
Cost of sale		(17,308,331	)		(15,875,323	)
Administrative expenses		(16,936,843	)		(15,076,548	)
Depreciation and amortization		(314,369	)		(560,833	)
Other expenses		(494,572	)		(695,133	)
OPERATING PROFIT		1,778,889			1,184,892
Other income		100,420			1,027,126
Finance cost		(1,134,909	)		(1,063,911	)
INCOME BEFORE TAXATION		744,400			1,148,107
Income taxes		(434,255	)		(349,659	)
NET PROFIT	$	310,145		$	798,448

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

123 INVESTMENTS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED JANUARY 28, 2025 and 2024
	2025			2024

NET PROFIT	$	310,145		$	798,448

Item That Will Not Be Reclassified to Profit or Loss:
Foreign currency translation adjustment		(59,586	)		40,147
OTHER COMPREHENSIVE (LOSS)/INCOME, NET OF TAX		(59,586	)		40,147

COMPREHENSIVE INCOME	$	250,559		$	838,595

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

123 INVESTMENTS LIMITED
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED JANUARY 28, 2025 and 2024

	Common Stock																Accumulated Other Comprehensive Income/(Loss)
	No. of shares								Amount
	Class A		Ordinary		Ordinary		Total		Class A		Ordinary		Ordinary		Total		Translation Reserve			Total			Accumulated Profit		Total Shareholders' Equity
Particulars	$0.12394 each		$0.12394 each		$1.2394 each				$0.12394 each		$0.12394 each		$1.2394 each
Balances at January 29, 2023		8,578		27,022		17		35,617	$	106	$	335	$	21	$	462	$	72,101		$	72,101		$	757,394	$	829,957
Net profit attributable for the year																								798,448		798,448
Other comprehensive income-net of tax		-												-				40,147			40,147					40,147
Total comprehensive income for the year - net of tax		-		-		-		-		-		-		-		-		40,147			40,147			798,448		838,595
Issue of common stock		-		-		99		99						123		123		-			-					123
Balance as at January 28, 2024		8,578		27,022		116		35,716		106		335		144		585		112,248			112,248			1,555,842		1,668,675
Net profit attributable for the year		-												-				-						310,145		310,145
Other comprehensive loss for the year - net of tax		-												-				(59,586	)		(59,586	)				(59,586	)
Total comprehensive income/(loss) for the year - net of tax		-		-		-		-		-		-		-		-		(59,586	)		(59,586	)		310,145		250,559
Balance as at January 28, 2025		8,578		27,022		116		35,716	$	106	$	335	$	144	$	585	$	52,662		$	52,662		$	1,865,987	$	1,919,234

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

123 INVESTMENTS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED JANUARY 28, 2025 AND 2024
	2025			2024

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)/income		310,145			798,448
Adjustment for non-cash income and expenses:
Depreciation and amortization		314,369			560,833
Loss on sale of Property, plant and equipment		302,593			-
Loss on disposal of a subsidiary		35,706			-
Finance cost		1,134,909			1,063,911
Changes in operating assets and liabilities:
Inventories		50,578			(2,104,604	)
Accounts receivable		496,372			(1,268,625	)
Prepayments		546,689			(549,868	)
Due from a related party		3,925,550			(3,925,550	)
Trade and other payables		(5,984,314	)		7,162,377
Due to a related party		45,339			-
Increase / (Decrease) in non-current liabilities and assets:
Income tax received/(paid)		(70,816	)		185,456
Finance cost paid		(1,134,909	)		(1,063,911	)
NET CASH (USED IN)/GENERATED FROM OPERATING ACTIVITIES		(27,789	)		858,467
INVESTING ACTIVITIES
Proceeds from disposal of property, plant and equipment		977,376			-
Purchase of property, plant and equipment		(431,365	)		(889,894	)
Purchase of intangible assets		(613,989	)		-
Proceed from disposal of intangible asset		77,432			(95,001	)
Advance to a related party		(1,756,676	)		356,000
Disposal of subsidiary		(319,080	)		-
NET CASH USED IN INVESTING ACTIVITIES		(2,066,302	)		(628,895	)
FINANCING ACTIVITIES
Receipt of short-term financing		7,641,039			7,338,918
Payment of short-term financing		(7,300,527	)		(5,676,229	)
Proceeds from issuance of shares		-			123
NET CASH GENERATED FROM FINANCING ACTIVITIES		340,512			1,662,812
Net (Decrease)/increase in Cash and Cash Equivalents		(1,753,579	)		1,892,384
Cash And Cash Equivalents at Beginning of The Year		2,078,841			179,209
Exchange effect		187,674			7,248
Cash And Cash Equivalents at End of Year		512,936			2,078,841
SUPPLEMENTAL INFORMATION - Cash paid during the period for:
Cash payments for interest		(1,134,909	)		(1,063,911	)
Cash payments for income taxes		(70,816	)		185,456

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

123 INVESTMENTS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED JANUARY 28, 2025 AND 2024

1. LEGAL STATUS AND NATURE OF BUSINESS

1.1 Legal Holding/Parent Company

123 Investments 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, 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.

Pursuant to a Plan and Agreement of Reorganization, the Company, acting through its wholly owned subsidiary, 123 Investment Limited, has undertaken a series of business combinations and acquisitions on the dates specified in Note 1.2. All acquired entities are 100% owned subsidiaries of the Company, thereby ensuring full control and consolidation within the group.

Pursuant to a plan and agreement of reorganization 123 Investments Limited acquired 100% shares of Moda Concessions Limited, Direct Footwear Limited, MIP Online 1975 Limited, MIP Employees 1975 Limited, MIP Trading 1975 Limited, MIP Stores 1975 Limited and Bonded Trading Limited. The reorganization was completed on the dates mentioned in the below table.

Prior to the reorganization, Mr. Stephen Andrew Buck owned 100% of Moda Concessions Limited, Direct Footwear Limited, MIP Online 1975 Limited, MIP Employees 1975 Limited, MIP Trading 1975 Limited, MIP Stores 1975 Limited and Bonded Trading Limited.

Mr. Stephen Andrew Buck owns 95% of 123 Investments Limited before reorganization and after the reorganization.

Accordingly, the acquisitions have been treated as a reorganization of the entities under common control as per ASC 805-50-45-5. The consolidation of 123 Investments Limited and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the reorganization had been effective as of the beginning of the first period presented in the accompanying consolidated financial statements as the entities were under common control.

Following are the detail of subsidiaries:

Sr #	Name of Subsidiaries	Date of acquisition
1	Moda Concessions Limited	January 12, 2017
2	Direct Footwear Limited	January 12, 2017
3	MIP Online 1975 Limited	May 11, 2024
4	MIP Employees 1975 Limited	May 28, 2024
5	MIP Trading 1975 Limited	June 05, 2024
6	MIP Stores 1975 Limited	June 27, 2024
7	Bonded Trading Limited	May 11, 2024

1.2 Legal Subsidiary Companies

1.2.1 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 7 November 2016, and this business accounts for the revenue generated by concessions located inside various department stores.

1.2.2 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 8 November 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.

1.2.3 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.

1.2.4 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 28 May 2024 with year ending on 31 January. The principal activities of the company include Wholesale of clothing and footwear (46420) and Retail sale of footwear in specialized stores (47721).

1.2.5 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 05 June 2024 with year ending on 31 January. The principal activity of the business is Retail sale of footwear in specialized stores (47721).

1.2.6 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 26 June 2024 with year ending on 31 January. The principal activity of the business is Retail sale of footwear in specialized stores (47721).

1.2.7 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 11 May 2024 with year ending on 11 May. The principal activities of the company include Wholesale of clothing and footwear (46420).

2. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

2.1 Basis of Presentation

We have prepared consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These financial statements have been consolidated as these entities were under common control, and include the operating results and financial condition of 123 Investments Limited, its wholly-owned subsidiaries; Moda Concessions Limited, Direct Footwear Limited, MIP Trading 1975 Limited, MIP Stores 1975 Limited, MIP Online 1975 Limited and MIP Employees 1975 Limited. All intercompany accounts and transactions have been eliminated for consolidation purposes.

2.2 Foreign Currency Translation

The Consolidated financial statements of the Company are translated from their functional currency (GBP) into U.S. dollars, the Company’s reporting 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 Consolidated financial statements of the company 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 non-operating income, net, in the consolidated statement of operations. The US$/GBP exchange rates used for the translation of GBP denominated assets and liabilities are USD1.2399 and USD 1.2713 as on January 28, 2025 and 2024, respectively.

2.3 Revenue Recognition

Revenue comprises revenue recognized by the company in respect of goods supplied, exclusive of Value Added Tаx.

Revenue is accounted for in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized upon transfer of control of promised goods to customers in an amount that reflects the consideration expected to be received in exchange for those goods.

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.

Revenue is derived from four primary sources: (1) Retail sale of footwear in specialized stores, (2) Wholesale of clothing and footwear, (3) Sales on the QVC television and internet shopping channel, and (4) concessions located inside various departmental stores.

All the revenue arrangements are based on contracts with customers. Individual performance obligations are accounted for separately if they are distinct within the context of the contract.

Payment of invoices is due as specified in the underlying customer agreement. Payments range from advance payments to 30 days from the invoice date. 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.

The Company is acting as a principle.

2.4 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. 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 Plan and Agreement of Reorganization has been disclosed in note 1.

2.5 Income Taxes

Income tax expense includes U.K. income taxes, and interest and penalties on uncertain tax positions. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the consolidated financial statement carrying amounts and the tax bases of its assets and liabilities. The Company establishes valuation allowances if it believes that it is more-likely-than-not that some or all of its deferred tax assets will not be realized. The Company does not recognize a tax benefit unless it concludes that it is more- likely-than-not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest.

2.6 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.

Other current financial assets include cash and cash equivalent, accounts receivable, due from a related party, prepayment and Inventories whereas the current financial liabilities include trade and other payables, short-term borrowing, due to a related party and provision for taxation have fair values that approximate their carrying values.

2.7 Inventories

Inventories are stated at average cost, subject to the lower of cost or net realizable value.

2.8 Accounts Receivable

In accordance with Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments - Credit Losses, the Company estimates and records an expected lifetime credit loss on accounts receivable by utilizing credit ratings and other customer-related information, as well as historical loss experience. The allowance for expected credit losses is adjusted for current conditions and reasonable and supportable forecasts.

2.9 Prepayments

Prepayments represent expenditures paid in advance for goods or services to be received in future periods. These are initially recorded as assets and subsequently expensed over the period to which they relate, in accordance with the matching principle. Prepayments are classified as current assets unless the underlying benefit extends beyond one year, in which case they are classified as non-current. Common prepayments include insurance, rent, and service contracts.

2.10 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 22 to the financial statements...

2.11 Property, Plant and Equipment

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

Depreciation on owned assets is charged to the statement of operations on straight line method so as 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 off. Depreciation method, residual value and useful lives of assets are reviewed at least at each financial year end and adjusted if 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 under "Other expenses" in the Consolidated Statement of Operations.

2.12 Intangible Assets

Intangible assets are initially recognized at cost. Subsequent to initial recognition, intangible assets are carried at cost less accumulated amortization and any accumulated impairment losses, if any. The Company recognizes intangible assets only if they are identifiable, the Company has control over the asset, and it is probable that the expected future economic benefits attributable to the asset will flow to the Company.

Intangible assets include brand name and software.

Intangible assets are amortized on a straight-line basis over their estimated useful lives, reflecting the pattern in which the asset’s economic benefits are consumed. The estimated useful lives of these assets are reviewed periodically, and adjustments are made as necessary when events or changes in circumstances indicate that the useful life or residual value has changed.

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Intangible assets are derecognized upon disposal or when no future economic benefits are expected from their use. Any resulting gain or loss is recognized in the statement of operations in the period of derecognition.

2.13 Short-Term Financing

Short-term financing consists of borrowings and credit facilities that are due within twelve months from the reporting date. These liabilities are initially recognized at the amount of proceeds received and are subsequently measured at amortized cost. Interest and other borrowing costs are recognized in the income statement over the term of the facility using the effective interest method. The Company discloses the terms, interest rates, maturities, and any covenants associated with such arrangements in accordance with U.S. GAAP and SEC disclosure requirements.

2.14 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 and (3) allowance for credit losses. Actual results could significantly differ from those estimates.

2.15 Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“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 December 2023, the FASB issued ASU2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures (ASU2023-9), which enhances the disclosures required for income taxes in annual financial statements. ASU2023-09 is effective for us for the year ending 2026 on a prospective basis. Both early adoption and retrospective application are permitted. We are currently evaluating the impact of our pending adoption of ASU 2023-09 on our financial statements.

	January 28,
	2025			2024
3 CASH AND CASH EQUIVALENTS
Cash at bank
Current account		509,730			2,074,939
		509,730			2,074,939
Cash in hand		3,206			3,902
		512,936			2,078,841

	January 28,
	2025			2024

4 ACCOUNTS RECEIVABLE
Considered good – unsecured		1,557,990			1,883,337
Less: provision for credit losses		(171,026	)		-
		1,386,964			1,883,337

	January 28,
	2025			2024
5 INVENTORIES
Finished goods		5,076,074			5,126,652

6 DUE FROM A RELATED PARTY
123 Employees Limited		-			3,925,550
		-			3,925,550

	January 28,
	2025		2024

7 PROPERTY, PLANT AND EQUIPMENT

Leasehold improvements	$	-		54,850
Plant and equipment		-		10,164
Fixture and fittings		421,250		2,947,112
Motor Vehicle		113,338		49,375
Computers Equipment		107,358		276,572
		641,946		3,338,073
Less: Accumulated depreciation		(318,376)		(1,898,819)
		323,570		1,439,254

The class wise useful life of the fixed assets is as under:

Assets			Useful lives in years
Leasehold improvements			5
Plant and machinery			5
Fixture and fittings			5
Motor vehicles			5
Computer equipment			5

During the year 2025, the addition and disposal of the fixed assets are $431,365 and $3,044,936 respectively, whereas the addition and disposal of the fixed assets during the year 2024 are $904,654 disposal $nil respectively. Depreciation on the assets is charged to statement of operation.

The loss on disposal of the assets is charged to other expense and calculated as follows:

Sale proceeds	USD	987,961
Less: Carrying value		(1,290,554	)
		(302,593	)

	January 28,
	2025			2024
8 INTANGIBLE ASSETS – NET
Software		-			96,449
Brand		613.989
		-			96,449
Less: Accumulated amortization		(51,166	)		(11,108	)
		562,823			85,341
Software
Opening balance		85,341			96,449
Addition		2,083			-
Disposal		(87,724	)		-
		-			96,449
Less: Accumulated amortization		-			(11,108	)
		-			85,341

Brand
Opening balance	-		-
Addition	613,989		-
	613,989		-
Less: Accumulated amortization	(51,166	)	-
	562,823		-

During the year the Company purchased the brand name ‘Soleful”. The management has assessed its useful life as 5 years. Amortization on intangible assets is charged to statement of operation.

	January 28,
	2025		2024

9 ADVANCE TO A RELATED PARTY
Advance to a related party		2,789,671		1,032,995

This balance represents funds advanced to the Chief Executive Officer (CEO) of 123 Investment Limited as consideration for the acquisition of his property, which is intended to be transferred in the name of the Company. The property currently houses the registered office and principal place of business of the Company. The total consideration of the building is $3.72 million (£3 million).

	January 28,
	2025		2024
10 TRADE AND OTHER PAYABLES
Trade creditors		3,509,870		8,515,774
Social security and other taxes		143,359		-
Invoice discounting		-		238,191
Contract liabilities		66,454		17,950
Deferred income		249,128		581,214
Value added tax (VAT)		1,973,003		2,572,999
		5,941,814		11,926,128

11 DUE TO A RELATED PARTY
123 Retail Limited			45,339				-

12 SHORT TERM FINANCING
Short-term financing			2,229,359				1,936,744

Description	PayPal Capital Loan			Together Finance			Treyed Stock Facility			Ultimate Finance Facility-123			Muse Finance Facility			Total
	—————————USD—————————

Opening balance as on January 29, 2023		-			-			-			266,999			-			266,999
Receipt		-			-			2,227,338			4,700,625			410,955			7,338,918
Repayment		-			-			(1,592,069	)		(4,052,832	)		(31,328	)		(5,676,229	)
Translation loss (gain)											7,056						7,056
Closing balance as on January 28, 2024		-			-			635,269			921,848			379,627			1,936,744

Opening balance as on January 29, 2024		-			-			635,269			921,848			379,627			1,936,744
Receipt		732,781			1,239,900			3,010,695			1,847,436			810,227			7,641,039
Repayment		(467,464	)		-			(2,906,110	)		(2,746,487	)		(1,180,465	)		(7,300,527	)
		265,317			1,239,900			739,854			22,798			9,389			2,277,256
Translation loss (gain)		-			(15,712	)		-			(22,798	)		(9,389	)		(47,899	)
Closing balance as on January 28, 2025		265,317			1,224,188			739,854			-			-			2,229,359

PayPal UK Ltd: This represents a Capital Loan facility. The facility carries a short repayment tenor, generally aligned with operating cash flows, and is subject to financing charges in accordance with the loan agreement with PayPal Capital. The effective cost of the facilities is embedded in the fixed fee, which represents a cost of financing ranging from 5.05% to 5.46% of the advance amount. The facilities are secured by a first-priority charge and right of deduction over all present and future receivables processed through the Company's PayPal account and balances held within said account.

Together Finance: This represents a short-term financing facility. The effective cost of the facilities is 1.54% per month. There is an arrangement fee of 1% (one time) and 2% per annum in case of default making payment timely. The collateral is 5% of each invoice financed.

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

Ultimate Finance Group Limited: 123 Group has availed financing under short-term working capital arrangements with Ultimate Finance, which is extended to 123 retail and Direct Footwear. These facilities are secured by a first-ranking debenture over the assets of each company and are cross-guaranteed by the following group companies: 123 Employees Limited, 123 Investments Limited, Brightlark Limited, Direct Footwear Limited, and Moda Concessions Limited. A personal guarantee, limited to £500,000 ($619,700), has also been provided by Stephen Andrew Buck, a director, which covers the facilities of all three companies. For this Purchase Finance Facility, a purchase fee of 1.75% of the supplier payment is payable every 30 days.

Prime 5 Finance Limited (Muse): This represents a Supplier Payment Facility. The facility allowed the Company to obtain funding against approved supplier invoices, enabling the Company to pay 100% of the invoice value on the supplier's original due date. The cost of this facility comprises an arrangement fee of 1.00% and a periodic fee of 1.54% per month. The facility is secured by the assignment of the paid invoices to the funder.

	January 28,
	2025		2024
13 DEFERRED TAX LIABILITIES
Liability for deferred taxation comprising temporary differences on other liabilities
-Accelerated capital allowances		10,578		188,127

14 COMMON STOCK

The Company’s authorized capital is a mix of shares with different classes and with face value of $ 0.012394 (£0.01) and $1.2394 (£1.00). Its total authorized capital is 37,927 shares, which comprises class A and ordinary shares. This includes; 8,578 shares of class A having face value of $ 0.012394 (£0.01) each [Total amount: $106.32 (£85.78)], 28,722 ordinary shares have face value of $ 0.012394 (£0.01) each [Total amount: $355.98 (£287.22)], whereas, 627 ordinary shares have face value of $ 1.2394 (£1.00) each [Total amount: $777.10 (£627.00)].

The issued and paid-up capital of the company is 35,716, which comprises 8,578 shares of class A having face value of $ 0.012394 (£0.01) each [Total amount: $106.32 (£85.78)], 27,022 ordinary shares with face value of $ 0.012394 (£0.01) each [Total amount: $334.91 (£270.22)] and 116 ordinary shares of face value $ 1.2394 (£1.00) each [Total amount: $143.77 (£116.00)].

	January 28,
	2025			2024
15 NET SALES

Gross Sales		44,486,405			40,071,013
Less:
Discount		(239,120	)		-
Value added tax		(7,414,281	)		(6,678,284	)
		36,833,004			33,392,729

	January 28,
	2025		2024
16 ADMINISTRATIVE EXPENSES
Freight and carriage		1,824,495		1,724,753
Rent, rates and water		2,208,129		2,012,946
Light and heat		265,417		214,111
Repairs and maintenance		27,815		38,322
Director's remuneration		24,576		152,245
Salaries, wages and other benefits		6,863,488		5,738,134
Social Security		160,957		172,401
Pensions		28,340		34,244
Motor expenses		15,478		12,730
Travel and subsistence		345,602		194,794
Telephone		56,530		46,675
Computer expenses		70,448		63,611
Printing, postage and stationery		42,357		47,850
Website costs		3,567,740		3,547,211
Advertising		269,935		199,256
Licenses and insurance		256,275		200,565
Legal and professional fees		337,782		369,576
Auditors’ remuneration		101,404		67,035
Accountancy fees		-		4,177
Credit loss		171,026		-
Other expenses		299,049		235,912
		16,936,843		15,076,548

	January 28,
	2025		2024
17 DEPRECIATION AND AMORTIZATION
Depreciation		263,203		544,995
Amortization		51,166		15,838
		314,369		560,833

18 OTHER EXPENSES
Related party loan -written off		156,273		694,630
Loss on disposal of a subsidiary		35,706		-
Loss on disposal of tangible assets		302,593		-
Foreign currency gains/losses		-		503
		494,572		695,133

The loan was given to Footwear Software Ltd, a related company, However, the financial condition of Footwear Software Ltd deteriorated significantly, and the company faced liquidity and solvency challenges. As a result, it became evident that the outstanding loan amount was not recoverable. Accordingly, in line with prudent accounting practice, the entire loan balance was written off during the year and charged to the statement of profit or loss.

Loss on disposal of a subsidiary relates to disposal of 123 Retail Limited during the year. The subsidiary was sold to Mr. Stephen Andrew Buck, the Chief Executive Officer of 123 Investment Limited. The subsidiary had net assets amounting to ($ 283,374) and the company incurred a cash outflow of $319,080 at the time of disposal. There was no strategic shift due to disposal of the subsidiary as the Group continues with the same line of business.

The loss on disposal of a subsidiary is calculated below:

Consideration paid		$	319,080

Net assets of subsidiary

Assets
Property, plant and equipment			930,246
Inventories			6,008,251
Trade and other receivables			1,358,022
Prepayments			192,523
Cash and cash equivalents			(81,253	)
	A		8,407,789

Liabilities
Trade and other payables			4,696,779
Contract liabilities			71,323
Deferred tax			177,975
Borrowings			3,745,085
	B		8,691,162

Net assets	(C=A-B)		(283,374	)

Loss on disposal of subsidiary		$	35,706

The loss on disposal of tangible assets is calculated below:

Sale proceed	987,961
Less: Book value	(1,290,554	)
Loss on disposal of tangible assets	(302,593	)

	January 28,
	2025		2024
19 OTHER INCOME
Foreign currency gains/losses		475		-
Management charges		-		596,191
Miscellaneous		99,945		430,935
		100,420		1,027,126

20 FINANCE COST
Trade facility charges		440,590		388,598
Bank charges		289,385		311,221
Mark-up on short-term finance		402,732		361,738
Hire purchase		2,202		2,354
		1,134,909		1,063,911

The trade facility charges comprise of the cost of 3 facilities, including invoice factoring fee and related interest, stock facility fee and trade finance facility fee. Cost of financing ranges from 5.05% to 5.46% of the advance amount.

	January 28,
	2025			2024
21 INCOME TAXES
Current
For the year		555,707			354,788
Prior years		56,524			-
Corporate tax refund		-			(1,207	)
		612,231			353,581
Deferred		(177,976	)		(3,922	)
		434,255			349,659

The effective rate used for the tax calculation is 20%.

22 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 normal business arrangements. Amounts due from and due to related parties are shown under respective notes to these financial statements.

		January 28,
		2025		2024
Transactions during the year
Mr. Stephen Andrew Buck	Advance against purchase of building		$1,756,676		$1,032,595
123 Retail Limited	Payment against disposal		319,080		-
123 Retail Limited	Purchase of service		45,339		-
123 Employees Limited	Management charges		-		596,191

Outstanding receivables/payables
Mr. Stephen Andrew Buck	Advance to a related party	$	2,789,671	$	1,032,995
123 Retail Limited	Due to a related party	$	45,339		-
123 Employees Limited	Due from a related party		-	$	3,925,550

23 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.

EXHIBIT 99.2

Forward-Looking Statements

Certain of the matters discussed below 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, financial results, expected future operations and performance and other developments, are forward-looking statements. 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;
	·	the economic environment, geopolitical developments and unexpected global events which could cause our business to decline;
	·	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 customers base or retaining existing customers;
	·	changes in consumer preferences and channel mix;
	·	seasonal and geographic demand for products;
	·	difficulties in anticipating or forecasting, and responding to changes in consumer preferences, consumer demand for products, and changes in channel mix;
	·	the potential impact of new and existing laws, regulations or policies;
	·	difficulties in implementing, operating and maintaining increasingly complex information technology systems and controls, including, without limitation, the systems related to demand and supply planning and inventory control;
	·	interruptions in data and information technology systems;
	·	consumer data security;
	·	adverse publicity and an inability to maintain reputation and brand image, including without limitation;
	·	the loss of significant suppliers;
	·	business disruptions;
	·	increased costs of freight and transportation;

	·	the impact of, including business and legal developments relating to, climate change, extreme weather conditions and natural disasters;
	·	the ability to attract and retain qualified employees;
	·	our ability to comply with an extensive variety of laws and regulations;
	·	the outcome of legal disputes, claims and litigation;
	·	economic downturns both in the United Kingdom 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 herein 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 information and are expressly qualified in their entirety by the cautionary statements included herein. 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.

Management’s Discussion and Analysis (MD&A)

Overview

This Management’s Discussion and Analysis (“MD&A”) provides a comprehensive narrative of the financial condition, results of operations, liquidity, capital resources, and strategic outlook of 123 Investments Limited (the “Company” or the “Group”) as of October 28, 2025 and January 28, 2025, and for the years ended January 28, 2025 (FY2025) and 2024 (FY2024), and the nine months ended October 28, 2025 and 2024. The MD&A should be read in conjunction with the financial statements and related notes. The Group operates through multiple wholly-owned subsidiaries encompassing concessions, wholesale, retail stores, e-commerce, and trading activities. The Company’s strategy combines a strong physical retail presence with a growing digital and third‑party sales footprint.

Business Overview and Structure

123 Investments Limited is a UK‑incorporated holding company that owns and operates the Moda in Pelle group of businesses, a premium women’s footwear and accessories brand established in 1975. The Group has evolved over nearly five decades from a single-store retailer into a multi‑channel, brand‑led footwear business, with a strong physical retail footprint, a mature e‑commerce platform, and established wholesale and third‑party distribution partnerships.

The Group’s strategy is to balance brand‑led physical retail with scalable digital and partner‑led channels, while maintaining pricing discipline and operational control across its portfolio.

Brand Journey and Evolution

Moda in Pelle was founded in Leeds, the United Kingdom (UK), by Stephen Buck, with a brand ethos rooted in combining British design sensibility with Italian craftsmanship. From its inception, the brand positioned itself in the mid‑to‑premium segment, emphasizing quality leather, contemporary styling, and durability. Over time, Moda in Pelle has developed strong customer loyalty and brand recognition in the UK market, underpinned by repeat purchasing behavior and a growing customer database.

Building on the core Moda in Pelle brand, the Group has developed a multi‑brand portfolio to address differentiated customer segments: - (i) Moda in Pelle – The flagship brand, targeting women aged approximately 30–55 with mid‑to‑high disposable income, offering premium footwear and accessories with an average annual customer spend of approximately £85. (ii) Shoon – A more classic and comfort‑focused range designed primarily for women aged 40–55 with mid‑to‑higher income levels, emphasizing timeless design and wearability. (iii) M by Moda – Launched in 2018, targeting a younger demographic (approximately 25–35 years) with mid‑range income, offering trend‑led products at more accessible price points, with an average annual customer spend of approximately £50. (iv) French Dressing – Effortless elegance for the discerning woman. Timeless design with a confident, modern edge. French Dressing pieces are created for women who value quality, sophistication, and style that are designed to work seamlessly from day to evening. (v) Bsoleful – Fashion-forward footwear designed for sustainability. (vi) Emma Somerset – A contemporary fashion brand acquired in 2008, with a history that extends over 60 years. (vii) Moda Footwear – Contemporary footwear, designed to be worn and remembered.

This portfolio approach enables the Group to expand addressable market size while preserving clear brand positioning and margin governance.

Operating Structure and Subsidiaries

The Group operates through several wholly-owned subsidiaries, each aligned to a specific operational or distribution function, including (i) Department store concessions and partner retail operations; (ii) Wholesale distribution, including televised and online partners such as QVC and Frasers; (iii) E‑commerce operations through the Group’s proprietary online platform and third‑party marketplaces; and (iv) Trading and store‑operating entities supporting inventory ownership and physical retail execution.

Historically, the Group operated a larger portfolio of physical retail stores. Following post‑pandemic restructuring, management intentionally streamlined the store footprint to reduce fixed‑cost exposure and balance‑sheet risk. As of October 28, 2025, sales are broadly split between physical retail (approximately 50%) and online channels (approximately 50%), reflecting a deliberate omnichannel strategy.

Technology and Systems

A distinguishing feature of the Group is its long‑standing investment in proprietary retail technology. Moda in Pelle has developed a bespoke Integrated Retail Operating System (“Retail Assistant”), refined over decades of in‑house development. This system supports core retail functions including inventory management, buying, merchandising, sales reporting, and customer data analytics. The platform reflects deep operational knowledge of footwear retail and is designed to promote a scalable foundation for future digital enhancement, including potential AI‑driven capabilities.

Management believes Retail Assistant provides measurable operational advantages to the Group, including improved inventory allocation, reduced markdown exposure, and enhanced visibility of channel‑level profitability. Continued enhancement of the platform is expected to drive operating leverage and margin resilience as scale increases.

Operating Environment

The Group operates within the UK mid‑to‑premium footwear and accessories market, a segment characterized by high competition, rapidly shifting consumer preferences, and sensitivity to macroeconomic conditions. The competitive landscape includes established domestic and international brands such as Clarks, Dune London, Russell & Bromley, LK Bennett, ALDO, and selected fast‑fashion and premium lifestyle brands.

Management believes that e‑commerce penetration has become structurally embedded in consumer behavior, increasing the importance of digital capability as a core requirement rather than a supplementary channel.

Market Dynamics

The UK footwear market has demonstrated resilience following the COVID‑19 pandemic, with consumers returning to discretionary spending on lifestyle products. However, growth has become more selective and promotion‑driven, with customers increasingly value‑conscious. E‑commerce penetration has accelerated structurally, making digital capability a critical success factor rather than a supplementary channel.

At the same time, the sector faces ongoing pressures from (i) Inflationary cost increases - particularly in wages, logistics, energy, and occupancy costs; (ii) Supply‑chain volatility - driven by global sourcing dependencies and geopolitical factors; and (iii) Promotional intensity, as brands compete for market share in a crowded retail environment.

Channel Shift and Consumer Behavior

Consumer behavior has continued to shift toward online and omnichannel purchasing, with customers expecting seamless integration between physical stores, online platforms, and third‑party marketplaces. The Group’s balanced channel mix was created to help position the Group to capture demand across touchpoints, while reducing reliance on any single channel.

Management believes that third‑party online partners and wholesale channels provide scalable growth opportunities; however, these channels typically operate at lower margins and reduced brand control. Management’s strategy therefore focuses on optimizing channel mix, improving inventory allocation, and protecting brand positioning while seeking to leverage the reach of external partners.

Macroeconomic and Regulatory Factors

The Group’s performance is influenced by broader macroeconomic conditions, including consumer confidence, disposable income levels, interest rates, and exchange‑rate movements affecting sourcing costs. In addition, the UK retail sector continues to face regulatory and compliance obligations related to employment, data protection, and taxation, including the normalization of deferred value-added-tax (VAT) and tax liabilities following pandemic‑related relief measures.

Technology and Competitive Advantage

Digital capability and data‑driven decision‑making are increasingly critical competitive differentiators in the footwear sector. Moda in Pelle’s long‑term investment in proprietary retail systems provides operational insight and flexibility that many peers rely on third‑party platforms to achieve. Continued enhancement of these systems is expected to support improved demand forecasting, inventory efficiency, and customer engagement in a challenging and evolving retail environment.

Results of Operations

Comparison of the nine months ended October 28, 2025 and 2024

We have derived this data from our unaudited condensed consolidated financial statements. This information should be read in conjunction with our unaudited condensed consolidated financial statements and related notes. The results of historical periods are not necessarily indicative of the results of operations for any future period. The following tables set forth our unaudited condensed consolidated statement of operations as well as other financial data management considers meaningful for the nine months ended October 28, 2025 and 2024:

	Nine Months Ended October 28, 2025			Nine Months Ended October 28, 2024			VARIANCE
							$			%
NET SALES		24,643,648			26,188,231			(1,544,583	)		(5.90	)%
Cost of sales		(14,301,504	)		(14,508,332	)		206,828			(1.43	)%
Administrative expenses		(10,465,570	)		(12,109,453	)		1,643,883			(13.57	)%
Depreciation and amortization		(471,854	)		(237,385	)		(234,469	)		98.77	%
Other expenses		-			(342,495	)		(342,495	)		100	%
OPERATING INCOME		(595,280	)		(1,009,434	)		414,154			(41.03	)%
Other income		13,555			102,311			(88,756	)		(86.75	)%
Finance cost		(966,812	)		(704,894	)		(261,918	)		37.16	%
LOSS BEFORE INCOME TAXES		(1,548,537	)		(1,612,017	)		63,480			(3.94	)%

Revenue Performance

Net sales for the nine months ended October 28, 2025, were approximately $24.6 million, compared to $26.2 million in the prior-year period, representing a decline of $1.5 million, or 5.9%. The decline in net sales reflects a combination of macroeconomic pressure on discretionary consumer spending and intentional commercial actions taken by management. During the period, the Company experienced: (i) reduced consumer demand in certain discretionary retail categories; (ii) increased promotional intensity across the sector, which impacted volume and pricing; and (iii) strategic streamlining of selected lower-margin or underperforming sales channels.

Management believes that while these factors negatively impacted short-term revenue, they contributed to improved cost discipline and margin quality. The Company did not pursue volume growth at the expense of profitability during the period, reflecting a deliberate focus on operational stabilization rather than top-line expansion.

Cost of Sales

Direct operating costs (Cost of Sales) decreased modestly to $14.3 million during the nine months ended October 28, 2025 from $14.5 million during the nine months ended October 28, 2024, a reduction of $0.2 million, or 1.4%. Although net sales declined by 5.9%, direct operating costs declined at a lower rate, reflecting the presence of semi-fixed cost components within sourcing, fulfillment, and store operations.

Management partially mitigated this effect through: (i) Improved procurement discipline; (ii) Better alignment of inventory levels with demand; and (iii) Operational efficiencies in logistics and fulfillment. Management expects direct operating costs to remain sensitive to sales volume but believes additional efficiency opportunities remain as scale and forecasting accuracy improve.

Gross Profit

Gross profit for the nine months ended October 28, 2025 was $10.3 million, compared to $11.7 million for the corresponding period in 2024, representing a decrease of approximately $1.3 million, or 11.4%. Gross margin declined to 41.9% in 2025 from 44.8% in 2024.

The decrease in gross profit was primarily driven by lower net sales, which declined by $1.3 million, or 11.4%, reflecting continued pressure on discretionary consumer spending and the impact of deliberate actions taken by management to rationalize lower-margin or underperforming sales channels. Cost of sales declined by $0.2 million, or 1.4%, but at a slower rate than the decline in revenue, resulting in margin compression during the period.

Management believes the reduction in gross margin reflects a combination of sales deleveraging, continued promotional activity in the retail environment, and channel mix effects, partially offset by sourcing and procurement discipline. While gross profit declined year-over-year, management views the performance as broadly consistent with revenue trends and believes ongoing initiatives in inventory management and pricing discipline are expected to support margin stabilization over time.

Administrative Expenses

Other operating costs declined to approximately $10.4 million for the nine months ended October 28, 2025 from approximately $12.1 million for the comparable period in 2024, representing a reduction of $1.6 million, or 13.57%. This reduction reflects a combination of structural cost realignment initiatives and ongoing operating discipline, rather than a reliance on short-term or non-recurring expense deferrals. During the period, management undertook a comprehensive review of discretionary and semi-fixed operating expenses, with a focus on aligning the cost base more closely with current revenue levels and operating scale. Key drivers included: (i) Reductions in discretionary spending across administrative and retail support functions; (ii) Streamlining of store-level and overhead cost structures; and (iii) Continued benefits from organizational and operational restructuring initiatives.

Management expects operating expenses to remain elevated in the near term as the Company continues to invest in infrastructure, digital capabilities, and brand development. Over the medium term, management believes that improved scale and technology-enabled efficiencies could moderate expense growth relative to revenue.

Depreciation and Amortization

Depreciation and amortization expense increased to $0.47 million for the nine months ended October 28, 2025 from $0.24 million for the comparable 2024 period, an increase of $0.23 million, or 98.8%. The increase reflects the Company’s continued investment in Technology platforms and systems; and Infrastructure assets placed into service during the period, which were subsequently subject to depreciation.

Management considers these investments necessary to support long-term operational efficiency, improved data visibility, and scalability. While these investments increase non-cash expenses in the near term, management believes they are aligned with the Company’s strategic priorities.

Operating Income (Loss)

Operating loss improved materially to $(0.59) million for the nine months ended October 28, 2025 compared to $(1.01) million for the nine months ended October 28, 2024, representing an improvement of $0.41 million, or 41.03%. This improvement was driven primarily by significant reductions in other operating costs; and improved operating discipline across the business, as discussed above.

Importantly, the improvement occurred despite lower net sales and higher depreciation, which management believes represents a meaningful improvement in the underlying operating efficiency of the business.

Finance Cost

Finance costs increased to $0.967 million for the nine months ended October 28, 2025, compared to approximately $0.7 million for the comparable period in 2024, representing an increase of $0.26 million, or 37.2%. The increase in finance costs was driven primarily by a combination of higher average borrowing levels and increased interest rates on variable-rate debt facilities. During the period, the Company relied more heavily on short-term financing arrangements to support working capital requirements, particularly inventory purchases and seasonal operating needs.

Finance costs represent a material component of the Company’s overall cost structure and continue to constrain net income. While such costs are necessary to support ongoing operations, management recognizes that sustained reliance on short-term financing exposes the Company to interest rate volatility and liquidity risk. Management has identified working capital optimization and balance sheet strengthening as key priorities to mitigate finance costs over time. Initiatives under evaluation or implementation include:

	·	Improved inventory turnover and demand forecasting to reduce average borrowing requirements;
	·	Tighter credit management and collections discipline;
	·	Evaluation of alternative financing structures with more favorable terms; and
	·	Potential refinancing or restructuring of existing debt to reduce exposure to variable interest rates, where feasible.

Loss Before Income Taxes

Loss before income taxes improved to $(1.55) million for the nine months ended October 28, 2025, compared to approximately $(1.61) million for the comparable period in 2024, representing an improvement of approximately $0.06 million, or 3.9%. The improvement in loss before income taxes primarily reflects progress in core operating performance, driven by significant reductions in other operating costs and improved operating discipline across the business, which improvements more than offset the impact of lower net sales and higher non-cash depreciation and amortization expense, each as discussed in greater detail above.

The improvement was partially offset by higher finance costs, reflecting increased borrowing levels and higher interest rates; and lower non-operating income, as the prior-year period included non-recurring items that did not recur in 2025.

Management believes that the improvement in income before income taxes reflects a higher quality of earnings relative to the prior-year period, as it was achieved primarily through operating cost realignment, rather than reliance on non-recurring or non-operating income. While the Company continues to report a pre-tax loss, management views the trend as indicative of progress toward stabilizing operating performance.

Comparison of Years ended January 28, 2025 and 2024

We have derived this data from our audited condensed consolidated financial statements. This information should be read in conjunction with our audited condensed consolidated financial statements and related notes. The results of historical periods are not necessarily indicative of the results of operations for any future period. The following tables set forth our audited condensed consolidated statement of operations as well as other financial data management considers meaningful for the years ended January 28, 2025 and 2024:

	YEAR ENDED						VARIANCE
DESCRIPTION	2025			2024			$			%
NET SALES		36,833,004			33,392,729			3,440,275			10.30	%
Cost of Sales		(17,308,331	)		(15,875,323	)		1,433,008			9.03	%
Administrative expenses		(16,936,843	)		(15,076,548	)		1,860,295			12.34	%
Depreciation and amortization		(314,369	)		(560,833	)		(246,464	)		(43.95	)%
Other expenses		(494,571	)		(695,133	)		(200,562	)		(28.85	)%
OPERATING INCOME		1,778,889			1,184,892			593,997			50.13	%
Other income		100,420			1,027,126			(926,706	)		(90.22	)%
Finance cost		(1,134,909	)		(1,063,911	)		70,998			6.67	%
INCOME BEFORE INCOME TAXES		744,400			1,148,107			(403,707	)		(35.16	)%

Revenue Performance

For the year ended January 28, 2025, the Group generated consolidated revenue of $36.83 million (FY2024: $33.39 million), reflecting recovery from the pandemic‑impacted period and continued growth in online and third‑party channels. Revenue increased 10.3% year-over-year in FY2025, reflecting continued growth in e-commerce and wholesale channels and improved product availability. This growth occurred in a UK discretionary retail environment characterized by selective consumer spending and heightened promotional activity. Management believes that revenue growth was primarily driven by channel expansion and improved execution rather than overall market growth.

Over the five‑year period to 2025, revenue has demonstrated resilience, with a temporary contraction during FY2021 followed by recovery driven primarily by (i) Growth in e‑commerce sales, which accounted for approximately 50% of total sales in FY2025; (ii) Expansion of third‑party online and wholesale partnerships; and (iii) Improved performance of concession and wholesale channels following restructuring after the collapse of certain department store partners.

Management expects that future revenue performance will continue to be influenced by (i) consumer confidence and discretionary spending trends, (ii) competitive pricing behavior in the footwear sector, and (iii) the Company’s ability to improve conversion and availability across channels. While demand trends remain volatile, management believes the Company’s diversified channel mix partially mitigates reliance on any single demand source.

Cost of Sales and Gross Margin

Cost of sales comprises product costs which were $17.3 million for FY2025, compared to $15.9 million for FY2024, an increase of $1.4 million or 9.0% from the prior period, mainly due to higher sales volumes, resulting in increased product sourcing, fulfillment, and store-level variable costs including direct labor costs which were $2.02 million for FY2025, compared to $1.68 million for FY2024. The concession commissions which were $3.1 million and $2.3 million, for FY2025 and FY2024, respectively, increased in absolute terms in line with higher sales volumes through department store and partner channels.

Gross profit and gross margins improved over the period, reaching $19.5 million and 53% in FY2025, compared to $17.5 million and 52.6% in FY2024, respectively, driven by an improved channel mix and pricing discipline. Gross profit increased broadly in line with revenue, while gross margin remained relatively stable year-over-year. This stability occurred despite ongoing promotional intensity within the footwear and broader apparel markets. Management believes this reflects effective pricing discipline, brand positioning in the mid-to-premium segment, and sourcing controls.

However, management notes that sustained discounting across the footwear and broader apparel sector continues to present a risk to gross margin, as prolonged promotional activity can lead to increased markdowns, reduced average selling prices, and margin compression, particularly in periods of elevated inventory levels or weaker consumer demand. Future margin performance will depend on the Company’s ability to manage inventory levels, reduce markdown exposure, and optimize channel mix. Planned improvements include optimizing channel mix, balancing higher-margin direct-to-consumer and owned-store sales against lower-margin wholesale or promotional channels, while seeking to maintain sufficient scale and customer reach. Shifts in channel mix, if not carefully managed, may adversely affect gross margin even where overall sales volumes increase.

Administrative Expenses

Administrative expenses increased to $16.9 million in FY2025 from $15.1 million in FY2024, representing an increase of $1.9 million, or 12.3%. The increase in administrative expenses primarily reflects higher operating scale, inflationary cost pressures, and continued investment in organizational and operational capabilities required to support revenue growth and the Company’s omnichannel retail model. Key components of administrative expenses include personnel-related costs, occupancy and facilities expenses, professional and advisory fees, information technology and systems support, and general corporate overhead.

Personnel-related expenses increased during the period due to wage inflation, selective hiring in support functions, and normal annual compensation adjustments. These increases were partially offset by cost discipline initiatives and organizational efficiency measures implemented during the 2025 fiscal year. Administrative expenses also reflect ongoing investment in systems, data, and operational infrastructure, including enhancements to planning, reporting, and control processes. Management believes these investments are necessary to strengthen operating discipline, improve decision-making, and support scalability as the business grows.

While administrative expenses increased at a rate higher than revenue during FY2025, management does not view the increase as solely structural. A portion of the increase reflects timing-related and discretionary expenditures, as well as inflationary pressures affecting labor and service costs across the retail sector. Management continues to evaluate opportunities to streamline overhead, improve productivity, and align administrative costs more closely with operating performance.

Management believes that maintaining appropriate administrative investment is critical to supporting long-term operational efficiency and governance; however, continued cost discipline remains a priority to ensure that overhead growth does not outpace sustainable revenue and margin performance.

Finance Costs and Capital Structure Impact

Finance costs increased to approximately $1.13 million for the year ended January 28, 2025, compared to approximately $1.06 million for the year ended January 28, 2024, representing an increase of approximately $0.07 million, or 6.7%. The more moderate year-over-year increase reflects a combination of higher average debt balances and interest rate effects, partially offset by improved operating performance and working capital management later in the fiscal year.

Finance costs increased significantly year-over-year due to higher utilization of short-term borrowing facilities to fund working capital requirements. Management noted that increased inventory levels and extended receivable cycles associated with wholesale and third-party channels contributed to higher financing needs.

Management expects that GlobalTech Corporation, the Company’s majority shareholder, will provide up to $3.0 million of additional funding to support the Company’s working capital requirements, including inventory funding and seasonal operating needs. If provided, this funding is expected to enhance near-term liquidity and reduce reliance on short-term external borrowings, which could, over time, mitigate finance costs and improve the conversion of operating income into pre-tax income and Adjusted EBITDA.

Adjusted EBITDA

Adjusted EBITDA improved marginally year-over-year, increasing to $(0.11) million in the nine months ended October 28, 2025 from an Adjusted EBITDA loss of approximately $(0.67) million in the corresponding period of 2024, despite a decline in revenue of approximately $1.5 million, or 5.9%.

Adjusted EBITDA for the Group in FY2025 was $2.19 million, representing a decline from the prior year ($2.77 million), despite revenue growth.

More information on Adjusted EBITDA, a non-Generally Accepted Accounting Principle (GAAP), including a reconciliation to GAAP, is included below under “Non-GAAP Financial Measures”.

Liquidity and Capital Resources

The Company’s liquidity requirements are primarily driven by working capital needs, including inventory purchases, payment of trade payables, servicing of short-term financing facilities, and general operating expenses. The Company has historically funded its operations through a combination of cash flows from operations, short-term financing arrangements, and trade credit. As of October 28, 2025, the Company had cash and cash equivalents of $0.22 million, compared to $0.51 million as of January 28, 2025. During the nine months ended October 28, 2025, the Company continued to experience working capital pressure, driven primarily by increased accounts receivable and inventory-related funding needs, partially offset by increased trade and other payables and the proceeds from long-term financing.

As of October 28, 2025, the Company had outstanding loan balances totaling $3.78 million, comprised of (i) directors’ loan accounts of $1.77 million, representing advances provided by members of management to support operating and working capital requirements; and (ii) a third-party loan from Charles Street Finance of $2.01 million, which represents the Company’s external financing obligation.

These borrowings have been used primarily to fund inventory purchases, seasonal working capital requirements, and general corporate purposes. A significant portion of the Company’s borrowing bears interest and contributes to finance costs reported in the statement of operations.

Management expects liquidity over the next twelve months to be supported by a combination of cash flows from operations, continued access to existing financing arrangements, and anticipated funding support of up to $3.0 million from GlobalTech Corporation, the Company’s current majority shareholder, intended to support working capital requirements.

Cash Flows for the Nine Months Ended October 28, 2025 and 2024

Cash Flows from Operating Activities

Net cash used in operating activities for the nine months ended October 28, 2025, was approximately $1.00 million, compared to $2.76 million of net cash provided by operating activities in the prior-year period. Operating cash flows were negatively impacted primarily by:

	·	A net loss of $1.40 million;
	·	A significant increase in accounts receivable of $6.24 million, reflecting the timing of customer collections and sales mix; and
	·	An increase in prepayments of $1.01 million.

These uses of cash were partially offset by:

	·	Non-cash charges, including depreciation and amortization of $0.47 million and finance costs of $0.97 million;
	·	A reduction in inventories of $0.75 million, reflecting improved inventory management; and
	·	An increase in trade and other payables of $5.91 million, reflecting extended payment terms and timing differences in supplier settlements.

Management believes the deterioration in operating cash flows during the period was driven primarily by working capital timing effects, particularly accounts receivable, rather than a deterioration in underlying operating discipline.

Cash Flows from Investing Activities

Net cash used in investing activities for the nine months ended October 28, 2025 was approximately $0.81 million, compared to $0.77 million in the prior-year period. Investing cash outflows during the period primarily related to

	·	Capital expenditures of $0.27 million for property, plant, and equipment; and
	·	Investments in intangible assets of $0.17 million, primarily related to systems and technology enhancements.

Management considers these investments necessary to support operational efficiency, systems capability, and long-term scalability. The Company did not record any material asset disposals during the period, compared to proceeds from disposals in the prior-year period.

Cash Flows from Financing Activities

Net cash provided by financing activities for the nine months ended October 28, 2025 was approximately $1.51 million, compared to $0.08 million in the prior-year period. Financing cash flows during the period included proceeds from long-term financing of $3.74 million, reflecting the Company’s increased reliance on secured long-term borrowings; partially offset by repayments of short-term borrowings of $2.23 million, reflecting a shift in the Company’s financing mix.

Management believes the use of long-term financing improved near-term liquidity by reducing reliance on short-term facilities, although it resulted in higher finance costs.

Cash Flows for the Years Ended January 28, 2025 and 2024

Cash Flows from Operating Activities

Net cash used in operating activities was approximately $0.03 million for the year ended January 28, 2025, compared to net cash generated of $0.9 million for FY2024. The year-over-year decline was primarily attributable to (i) a significant reduction in trade and other payables, reflecting settlement of prior-year liabilities; and (ii) higher cash outflows related to finance costs and income taxes, partially offset by improvements in accounts receivable and prepayments.

These factors were partially mitigated by operating profitability during the year and improved collection of receivables. Management notes that operating cash flow remains sensitive to working capital timing, particularly inventory turnover and supplier payment cycles.

Cash Flows from Investing Activities

Net cash used in investing activities totaled $2.1 million for the year ended January 28, 2025, compared to $0.6 million for FY2024. The increase was primarily driven by (i) advances to a related party associated with the planned acquisition of property used by the Company; (ii) capital expenditures and intangible asset additions, including the acquisition of a brand asset; and (iii) cash outflows related to the disposal of a subsidiary.

These uses of cash were partially offset by proceeds from the disposal of property, plant, and equipment. Management views the majority of investing cash outflows in 2025 as strategic or non-recurring in nature.

Cash Flows from Financing Activities

Net cash generated from financing activities was approximately $0.3 million for the year ended January 28, 2025, compared to $1.7 million for FY2024. During 2025, the Company incurred approximately $7.6 million in short-term financing and repaid approximately $7.3 million, reflecting active use of revolving and transactional financing facilities to manage working capital requirements.

Short-term financing outstanding increased to $2.2 million as of January 28, 2025, compared to $1.9 million at the prior year-end. These facilities are primarily used to fund inventory and receivables and carry variable or fixed financing charges, which contribute to finance costs reported in the statement of operations.

Working Capital and Balance Sheet Position

As of October 28, 2025, the Company had total current assets of $12.9 million and total current liabilities of $12.8 million, resulting in positive working capital of approximately $0.01 million, compared to negative working capital of approximately $1.75 million at the beginning of the period. Key balance sheet movements from, January 28, 2025 to October 28, 2025, included:

	·	Accounts receivable increased to $6.97 million, from $1.39 million;
	·	Inventories decreased to $4.32 million, from $5.08 million;
	·	Trade and other payables increased to $11.90 million, from $5.94 million; and
	·	Long-term secured financing increased to $3.74 million, from nil.

While working capital improved on a net basis, management recognizes that the quality of working capital is highly dependent on timely collection of receivables and continued discipline in inventory management.

Capital Resources and Financing Arrangements

The Company’s capital resources consist primarily of internally generated cash flows, trade credit, and secured borrowing facilities. As of October 28, 2025, total liabilities were $16.6 million, compared to $9.17 million at January 28, 2025, reflecting increased financing and trade payables resulting from low recovery from customers, resulting in extended credit terms from suppliers. The Group also carried tax-related liabilities, including VAT and corporation tax obligations, portions of which were subject to HMRC Time to Pay arrangements, relating to deferred taxes payable. These arrangements provided short-term liquidity relief and allowed the Company to continue investing in operations and growth initiatives without disruption

Management continues to evaluate financing options to support working capital requirements and reduce exposure to short-term liquidity risk. There can be no assurance that additional financing will be available on acceptable terms, if at all.

Capital Allocation and Investment Focus

Capital allocation during FY2024 and 2025 to date has been directed toward (i) supporting inventory availability with the goal of driving revenue growth; (ii) maintaining and enhancing proprietary technology systems, including the Retail Assistant platform; and (iii) streamlining the physical retail footprint to reduce fixed-cost exposure and balance-sheet risk.

Looking forward, management expects capital resources to be deployed selectively toward expected high-return initiatives, including digital expansion, technology enhancement, and phased international market entry.

Outlook for Liquidity and Capital Resources

Management believes that existing liquidity, combined with expected improvements in operating performance and access to external funding from GlobalTech Corporation, a majority shareholder of the Company, will be sufficient to meet the Company’s working capital needs, debt service obligations, and planned capital expenditures over the next twelve months.

Non-GAAP Financial Measures

We have included Adjusted EBITDA and Non-GAAP (loss)/profit from operations as supplements to 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. “Adjusted EBITDA” represents net income before interest, taxes, depreciation and amortization, and finance cost. We define “Non-GAAP (loss)/profit from operations” as GAAP operating loss plus other income. Non-GAAP (loss)/profit from operations and Adjusted EBITDA are presented because we believe they provide additional useful information to investors due to the various noncash items during the period. Adjusted EBITDA is also frequently used by analysts, investors and other interested parties to evaluate companies in our industry.

Non-GAAP (loss)/profit 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, except to the extent included in finance cost. 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 (loss)/profit 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 (loss)/profit from operations and Adjusted EBITDA differently than the Group does, limiting its usefulness as a comparative measure. You should not consider Non-GAAP (loss)/profit from operations and Adjusted EBITDA in isolation, or as a substitute for analysis of the Group’s results as reported under GAAP. The Group’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.

We realized revenue, Adjusted EBITDA and non-GAAP (loss)/profit from operations during the periods presented below as follows:

Income Statement Item	Nine Months Ended October 28, 2025			Nine Months Ended October 28, 2024			Year ended January 28, 2025		Year ended January 28, 2024
Revenue	$	24,643,648		$	26,188,231		$	36,833,004	$	33,392,729
Adjusted EBITDA	$	35,331		$	(669,737	)	$	2,193,678	$	2,772,851
Non-GAAP (loss)/profit from operations	$	(450,078	)	$	(1,009,434	)		310,145		798,448

Set forth below is a presentation and reconciliation of our non-GAAP (loss)/profit from operations for the nine months ended October 28, 2025 and corresponding period of 2024, and FY2025 and 2024 to loss from operations:

	Nine Months Ended						Year Ended
	October 28,						January 28,
	2025			2024			2025		2024

Loss from operations	$	(595,280	)	$	(1,009,434	)	$	1,778,889	$	1,184,892
Plus, other income		13,555			102,311			100,420		1,027,126
Non-GAAP (loss)/profit from operations	$	(581,725	)	$	(907,123	)	$	1,879,309	$	2,212,018

Set forth below is a presentation and reconciliation of our Adjusted EBITDA for the nine months ended October 28, 2025 and corresponding period of 2024, and FY2025 and FY2024 to net loss:

Income Statement Item	Nine Months Ended October 28, 2025			Nine Months Ended October 28, 2024			Year Ended January 28, 2025		Year Ended January 28, 2024
GAAP Net Loss / Profit		(1,548,537	))		(1,937,708	)		310,145		798,448
Depreciation and amortization		471,854			237,385			314,369		560,833
Finance cost		966,812			704,894			1,134,909		1,063,911
Taxation		-			325,691			434,255		349,659
Adjusted EBITDA	$	(108,871	)	$	(669,738	)	$	2,193,678	$	2,772,851

For the Year Analysis:

Adjusted EBITDA for the Group in FY2025 was $2.19 million, representing a decline from the prior year’s Adjusted EBITDA of $2.77 million, despite revenue growth. Adjusted EBITDA declined year over year despite a significant improvement in operating profit, which increased to $1.78 million in FY2025 from $1.18 million in FY2024, reflecting stronger core operating performance. Management believes this divergence between operating profit growth and lower Adjusted EBITDA and net profit is primarily attributable to non-operating and financing factors, rather than deterioration in underlying operations. Specifically:

	·	Other income declined materially, falling to $0.1 million in FY2025 from $1.0 million in FY2024, as the prior year included significant non-recurring income items that did not recur. This reduction had a meaningful negative impact on income before taxation and net profit but did not reflect changes in operating performance.

	·	Finance costs increased to $1.13 million in FY2025 from FY $1.06 million in 2024, reflecting higher average borrowings and interest rate increases. Higher finance costs reduced income before taxation and constrained the translation of operating profit into net earnings.

	·	Income tax expense increased to $0.43 million in FY2025 from $0.35 million in FY2024, further reducing net profit, notwithstanding higher operating income.

Management believes that the decline in Adjusted EBITDA and net profit was driven primarily by the absence of non-recurring other income and higher financing and tax burdens, rather than weaker operating fundamentals.

Nine Months Analysis:

Adjusted EBITDA improved significantly to $(0.11) million for the nine months ended October 28, 2025, compared to an Adjusted EBITDA loss of $(0.67) million in the corresponding period of 2024. This improvement occurred despite a decline in net revenue from $26.2 million in FY2024 to $24.6 million in FY2025. Management attributes the improvement primarily to operating cost discipline and structural expense reductions, particularly within administrative and other operating costs, which more than offset the impact of lower revenue and higher non-cash depreciation and amortization expense.

The reconciliation of net loss to Adjusted EBITDA highlights that the year-over-year improvement was achieved primarily through operating cost realignment, partially offset by higher finance costs and increased non-cash depreciation and amortization. Net loss improved to $1.35 million in the nine months ended October 28, 2025, from $1.73 million in the corresponding period of 2024, while depreciation and amortization increased by $0.23 million and finance costs increased by approximately $0.26 million, reflecting continued investment and higher borrowing costs.

Future Adjusted EBITDA performance will depend on the Company’s ability to stabilize and grow revenue while maintaining operating discipline and reducing finance costs through improved working capital management.

Management expects that up to $3.0 million of funding from GlobalTech Corporation, the Company’s current majority shareholder, may be made available to support working capital requirements, including inventory funding and seasonal operating needs. If provided, this funding is expected to enhance near-term liquidity and reduce reliance on short-term external borrowings, which could, over time, mitigate finance costs and support improved conversion of operating income into Adjusted EBITDA. However, the timing, structure, and final terms of such funding have not been finalized and may take the form of intercompany financing, equity, or other financial support arrangements. There can be no assurance that this funding will be provided on the anticipated terms, in the anticipated amount, or at all.

There can be no assurance, however, that these initiatives will be completed or will result in sustained improvements in Adjusted EBITDA.

Strategy and Outlook

Strategic Direction

123 Investments Limited expects its future performance to be driven by the continued strength of its brands like Moda in Pelle, Shoon, M By Moda, French Dressing, Besoleful, Emma Somerset, and Moda Footwear. Management is focused on a planned disciplined expansion across digital and third-party channels, selective geographic diversification, and increased deployment of technology to enhance operational efficiency and customer engagement.

Management’s strategic direction for the next twelve months is focused on working to scale revenue, improve profitability, and strengthen liquidity, while maintaining disciplined cost management and prudent capital allocation. Key operational priorities to support these objectives include seeking (i) revenue growth across core channels, with emphasis on improving performance in higher-margin channels while maintaining appropriate scale across wholesale and partner relationships; (ii) gross margin stabilization, through tighter inventory planning, reduced markdown exposure, and optimization of channel mix; (iii) administrative cost discipline, ensuring that overhead growth remains aligned with revenue growth and operating scale; and (iv) continued enhancement of systems and data capabilities, particularly in demand forecasting, inventory allocation, and working capital management, to support more efficient execution.

Management believes these initiatives are achievable within the existing operating framework, subject to market conditions and execution risks. To execute the business plan described above, the Company expects to require additional working capital funding during the next twelve months, primarily to support inventory purchases, seasonal operating requirements, and general corporate purposes. Funding requirements are expected to fluctuate during the year based on sales seasonality, inventory cycles, and the timing of receivables collections.

Management expects the Company’s funding needs over the next twelve months to be met through a combination of (i) cash flows from operations, as operating performance improves and profitability increases; (ii) existing financing arrangements and trade credit, subject to availability and market conditions; and (iii) expected funding support of up to $3.0 million from GlobalTech Corporation, the Company’s current majority shareholder, intended to support working capital requirements. However, management continues to focus on improving internal cash generation and working capital efficiency to reduce reliance on external funding sources over time.

Technology as a Core Growth Enabler

Technology adoption is expected to play an increasingly central role in the Company’s future operating model. A key pillar of the Company’s strategy is the continued enhancement and commercialization of its proprietary Retail Assistant technology, which has been developed in-house over several decades and reflects deep domain expertise in footwear retail operations.

The Company anticipates that, over time, advanced analytics and AI-enabled features potentially developed in collaboration with GlobalTech Corporation could further differentiate the Group’s digital capabilities, strengthen competitive positioning, and support scalable growth across both owned and partner channels.

Channel Mix and Digital Expansion Outlook

Management expects digital channels, including direct-to-consumer e-commerce and third-party online marketplaces, to remain the primary drivers of revenue growth. Online traffic, conversion rates, and partner-led digital sales are expected to increase as a result of improved platform performance, expanded partner relationships, and targeted marketing initiatives.

Wholesale and third-party distribution channels are expected to provide additional scale and brand visibility, although management recognizes that these channels typically operate at lower gross margins. As a result, the Company’s outlook assumes ongoing efforts to optimize channel mix, protect brand positioning, and balance volume growth against profitability considerations.

Future store openings are expected to be selective and capital-disciplined, with performance closely monitored against return thresholds. Management expects channel diversification to remain a key element of its commercial strategy over the next twelve months, with a focus on balancing revenue growth, margin discipline, and working capital efficiency across physical retail, digital, and third-party channels.

Management anticipates limited physical expansion, including the addition of one outlet and two full-price stores. In addition, three new concession locations are expected to come online which are expected to increase revenue, reflecting management’s view of concessions as a comparatively capital-efficient growth format.

The Company’s digital channel is expected to remain the largest single contributor to revenue. Management believes digital channels offer scalability and improved data visibility, although performance remains subject to promotional intensity and fulfillment costs.

Management also expects additional incremental revenue from expanded third-party relationships, which are expected to provide additional reach and volume but typically at lower margins.

Overall, management believes the anticipated channel mix reflects a measured approach to growth, with increased emphasis on digital and concession-based expansion and controlled additions to physical retail. Actual results may differ materially due to market conditions, competitive dynamics, and execution risks.

Profitability, Liquidity, and Capital Outlook

While management expects revenue to increase in the future, profitability, if any, will depend on the Company’s ability to contain operating cost inflation, improve working capital efficiency, and realize scale benefits from technology deployment.

Execution of the Company’s strategy is also dependent on access to sufficient capital to normalize working capital cycles, address deferred tax and supplier obligations, and fund expansion initiatives. Management’s outlook assumes that balance sheet strengthening and improved liquidity will remain priorities as the Company progresses through its growth phase.

EXHIBIT 99.3

123 INVESTMENTS LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF OCTOBER 28, 2025 and JANUARY 28, 2025
	2025		2025
	(Unaudited)
Assets
CURRENT ASSETS
Cash and cash equivalents	$	216,861	$	512,936
Accounts receivable		6,971,237		1,386,964
Inventories		4,318,865		5,076,074
Prepayments		1,454,262		439,740
Total Current Assets		12,961,225		7,415,714
NON-CURRENT ASSETS
Property, plant and equipment		421,191		323,570
Advance to a related party		3,156,556		2,789,671
Due from a related party		102,086		—
Intangible Asset		436,228		562,823
Total Non-Current Assets		4,116,061		3,676,064
TOTAL ASSETS	$	17,077,286	$	11,091,778

Liabilities and Shareholders' Equity
CURRENT LIABILITIES
Trade and other payables	$	11,895,134	$	5,941,814
Short term financing		—		2,229,359
Due to a related party		—	$	45,339
Provision for taxation		946,121		945,454
NON-CURRENT LIABILITIES
Total current liabilities	$	12,841,255	$	9,161,965
Related parties loan	$	1,773,570		—
Long term financing		2,014,334		—
Deferred tax liabilities		11,403		10,578
Total non-current liabilities		3,799,307		10,578
TOTAL LIABILITIES	$	16,640,562	$	9,172,544
CONTINGENCIES AND COMMITMENTS
SHAREHOLDERS' EQUITY
Authorized capital
8,578 Class A shares of $0.12394 each (£0.01 each)
28,722 Ordinary shares of $0.12394 each (£0.01 each)
627 Ordinary shares of $1.2394 each (£1.00 each)
Issued, outstanding and paid-up capital:
8,578 Class A shares of $0.12394 each (£0.01 each)		106		106
27,022 Ordinary shares of $0.12394 each (£0.01 each)		335		335
116 Ordinary shares of $1.2394 each (£1.00 each)		144		144
Total: value of shares		585		585
Accumulated other comprehensive income		162,335		52,662
Accumulated profit		273,804		1,865,987
TOTAL SHAREHOLDERS' EQUITY		436,724		1,919,234
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	17,077,286	$	11,091,778

The accompanying consolidated notes are an integral part of these condensed consolidated financial statements (Unaudited).

123 INVESTMENTS LIMITED

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED OCTOBER 28, 2025 AND 2024

	FOR THREE MONTHS ENDED						FOR THE NINE MONTHS ENDED
	2025			2024			2025			2024
NET SALES		8,534,942			15,737,185			24,643,648			26,188,231
Direct operating costs		(5,083,084	)		(8,131,103	)		(14,301,504	)		(14,508,332	)
Other operating costs		(3,908,058	)		(4,329,400	)		(10,465,570	)		(12,109,453	)
Depreciation and amortization		(170,010	)		(79,188	)		(471,854	)		(237,385	)
Other expenses-net		-			(213,896	)		-			(342,495	)
OPERATING INCOME		(626,210	)		2,983,598			(595,280	)		(1,009,434	)
Other income		13,555			-			13,555			102,311
Finance cost		(522,511	)		(158,159	)		(966,812	)		(704,894	)
INCOME BEFORE INCOME TAXES		(1,135,166	)		2,825,439			(1,548,537	)		(1,612,017	)
Income taxes		-			(325,691	)		-			(325,691	)
NET INCOME		(1,135,166	)		2499,748			(1,548,537	)		(1,937,708	)

The accompanying consolidated notes are an integral part of these condensed consolidated financial statements (Unaudited).

123 INVESTMENTS LIMITED
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED OCTOBER 28, 2025 and 2024

	FOR THE THREE MONTHS ENDED						FOR THE NINE MONTHS ENDED
	2025			2024			2025			2024
NET (LOSS)/INCOME	$	(1,135,166	)	$	2,499,748		$	(1,548,537	)	$	(1,937,708	)
OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX:
ITEM THAT WILL NOT BE RECLASSIFIED TO PROFIT OR LOSS:
Foreign currency translation adjustment		58,296			(15,628	)		109,673			(49,586	)
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX		58,296			(15,628	)		109,673			(49,586	)
TOTAL COMPREHENSIVE INCOME	$	(1,076,870	)	$	2,484,120		$	(1,438,864	)	$	(1,987,294	)

The accompanying consolidated notes are an integral part of these condensed consolidated financial statements (Unaudited).

123 INVESTMENTS LIMITED

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED JANUARY 28, 2025 AND 2024

	Common Stock
	No. of shares								Amount								Accumulated Other Comprehensive Income/(Loss)
	Class A		Ordinary		Ordinary		Total		Class A		Ordinary		Ordinary		Total		Translation Reserve			Total			Accumulated Profit			Total Shareholders' Equity
Particulars	$0.12394 each		$0.12394 each		$1.2394 each				$0.12394 each		$0.12394 each		$1.2394 each
Balance as at January 28, 2025		8,578		27,022		116		35,716		106		335		144	$	585	$	52,662		$	52,662		$	1,865,987		$	1,919,234
Net loss for the period		-												-				-						(1,548,537	)		(1,548,537	)
Other comprehensive loss for the period - net of tax		-		-		-		-		-		-		-		-		109,673			109,673						109,673
Total comprehensive (loss)/income for the period - net of tax		-		-		-		-		-		-		-		-		109,673			109,673			(1,548,537	)		(1,438,864	)
Imputed interest charged		-		-		-		-		-		-		-		-		-			-			(43,646	)		(43,646	)
Balance as at October 28, 2025		8,578		27,022		116		35,716	$	106	$	335	$	144	$	585	$	162,335		$	162,335		$	273,804		$	436,724

Balances at January 29, 2023		8,578		27,022		116		35,716		106		335		144	$	585	$	112,248		$	112,248		$	1,555,842		$	1,668,675
Net loss for the period																								(1,937,708	)		(1,937,708	)
Other comprehensive income-net of tax		-		-		-		-		-		-		-		-		(49,586	)		(49,586	)					(49,586	)
Total comprehensive income for the period - net of tax		-		-		-		-		-		-		-		-		(49,586	)		(49,586	)		(1,937,708	)		(1,987,294	)
Balance as at October 28, 2024		8,578		27,022		116		35,716		106		335		144		585		62,662			62,662			(381,866	)		(318,619	)

Balances at July 29, 2025		8,578		27,022		116		35,716		106		335		144	$	585	$	104,039		$	104,039		$	1,452,616		$	1,557,240
Net loss for the period																								(1,135,166	)		(1,135,166	)
Other comprehensive income-net of tax		-		-		-		-		-		-		-		-		58,296			58,296						58,296
Total comprehensive income for the period - net of tax		-		-		-		-		-		-		-		-		58,296			58,296			(1,135,166	)		(1,076,870	)
Imputed interest charged																								(43,646	)		(43,646	)
Balance as at October 28, 2025		8,578		27,022		116		35,716		106		335		144		585		162,335			162,335			273,804			436,724

Balances at July 29, 2024		8,578		27,022		116		35,716		106		335		144	$	585	$	78,290		$	78,290		$	(2,881,614	)	$	(2,802,739	)
Net profit attributable for the period																								2,499,748			2,499,748
Other comprehensive income-net of tax		-		-		-		-		-		-		-		-		(15,628	)		(15,628	)					(15,628	)
Total comprehensive income for the period - net of tax		-		-		-		-		-		-		-		-		(15,628	)		(15,628	)		2,499,748			2,484,120
Balance as at October 28, 2024		8,578		27,022		116		35,716		106		335		144		585		62,662			62,662			(381,866	)		(318,619	)

The accompanying consolidated notes are an integral part of these condensed consolidated financial statements (Unaudited).

123 INVESTMENTS LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTHS ENDED OCTOBER 28, 2025 AND 2024

For the period Oct 2025 and 2024	2025			2024
OPERATING ACTIVITIES
Net income		(1,403,335	)		(1,612,016	)
Adjustment for non-cash income and expenses:					-
Depreciation and amortization		471,854			237,385
Finance cost		966,812			704,894
		35,331			(669,737	)
Changes in operating assets and liabilities:
Inventories		757,209			(3,664,776	)
Accounts receivable		(6,238,785	)		(2,378,693	)
Prepayments		(1,014,522	)		46,263
Due from related parties		(102,086	)		3,925,550
Trade and other payables		5,908,648			587,145
Increase / (Decrease) in operating assets and liabilities:		(689,536	)		(1,484,511	)
Income tax paid		-			(360,618	)
Finance cost paid		(350,503	)		(245,203	)
NET CASH (USED IN)/PROVIDED BY OPERATING ACTIVITIES		(1,004,708	)		(2,760,069	)
INVESTING ACTIVITIES
Advance to a related party against purchase of building		(366,885	)		975,590
Purchase of property, plant and equipment – net		(273,501	)		(544,450	)
Disposal of property, plant and equipment		-			1,439,254
Purchase of Intangible Assets- net		(165,880	)		(1,095,527	)
NET CASH USED IN INVESTING ACTIVITIES		(806,266	)		774,867
FINANCING ACTIVITIES
Proceeds from long term financing		2,014,334			365,857
Directors’ loan		1,729,924			-
Payment/Proceeds from short term borrowings		(2,229,359	)		(282,044	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,514,899			83,813
Net (Decrease)/increase in Cash and Cash Equivalents		(296,075	)		(1,901,389	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD		512,936			2,078,841
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD		216,861			177,452

The accompanying consolidated notes are an integral part of these condensed consolidated financial statements (Unaudited).

123 INVESTMENTS LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

AS OF AND FOR THE YEARS ENDED JANUARY 28, 2025 AND 2024

1. LEGAL STATUS AND NATURE OF BUSINESS

1.1 Legal Holding/Parent Company

123 Investments Limited

Mr. Stephen Andrew Buck owns 95% of 123 Investments Limited before reorganization and after the reorganization.

Accordingly, the acquisitions have been treated as a reorganization of the entities under common control as per ASC 805-50-45-5. The consolidation of 123 Investments Limited and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the reorganization had been effective as of the beginning of the first period presented in the accompanying condensed consolidated financial statements as the entities were under common control.

Following are the detail of subsidiaries:

Sr #	Name of Subsidiaries	Date of acquisition
1	Moda Concessions Limited	January 12, 2017
2	Direct Footwear Limited	January 12, 2017
3	MIP Online 1975 Limited	May 11, 2024
4	MIP Employees 1975 Limited	May 28, 2024
5	MIP Trading 1975 Limited	June 05, 2024
6	MIP Stores 1975 Limited	June 27, 2024
7	Bonded Trading Limited	May 11, 2024
8	Brightlark Limited	September 01, 2025

1.2 Legal Subsidiary Companies

1.2.1 Moda Concessions Limited

1.2.2 Direct Footwear Limited

1.2.3 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.

1.2.4 MIP Employees 1975 Limited

1.2.5 MIP Trading 1975 Limited

1.2.6 MIP Stores 1975 Limited

1.2.7 Bonded Trading Limited

1.2.8 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 04, 2016 with year ending on 04 July. The principal activities of the company include business and domestic software development.

2. BASIS OF PREPARATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2.1 Basis of Presentation

The financial information presented in the accompanying unaudited condensed consolidated financial statements, has been prepared in accordance with in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) applicable to interim financial information.. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements and notes include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the condensed consolidated financial position, results of operations, comprehensive loss and cash flows for the periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and notes thereto, including the Company’s accounting policies for the year ended January 28, 2025. The results of the three and nine months ended October 28, 2025 are not necessarily indicative of the results to be expected for the year ending January 28, 2026, or for any future interim period.

2.2 Basis of Consolidation

We have prepared condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These financial statements have been consolidated as these entities were under common control, and include the operating results and financial condition of 123 Investments Limited, its wholly-owned subsidiaries; Moda Concessions Limited, Direct Footwear Limited, MIP Trading 1975 Limited, MIP Stores 1975 Limited, MIP Online 1975 Limited and MIP Employees 1975 Limited. All intercompany accounts and transactions have been eliminated for consolidation purposes.

2.3 Foreign Currency Translation

The Condensed Consolidated financial statements of the Company are translated from their functional currency (GBP) into U.S. dollars, the Company’s reporting 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 Condensed Consolidated financial statements of the company 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 non-operating income, net, in the consolidated statement of operations. The GBP-denominated assets and liabilities have been translated into US Dollars using the closing exchange rates of USD 1.3366 and USD 1.2399 as at October 28, 2025 and January 28, 2025, respectively. Income and expenses denominated in GBP have been translated using the average exchange rates of USD 1.3322 and USD 1.2824 for the periods ended October 28, 2025 and January 28, 2025, respectively.”

2.4 Revenue Recognition

Revenue comprises revenue recognized by the company in respect of goods supplied, exclusive of Value Added Tаx.

All the revenue arrangements are based on contracts with customers. Individual performance obligations are accounted for separately if they are distinct within the context of the contract.

Amounts received in advance from customers are recognized as deferred income until the related goods are delivered.

The Company is acting as a principle.

2.5 Business Combinations

The Plan and Agreement of Reorganization has been disclosed in note 1.

2.6 Income Taxes

Income tax expense includes U.K income taxes, and interest and penalties on uncertain tax positions. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the condensed consolidated financial statement carrying amounts and the tax bases of its assets and liabilities. The Company establishes valuation allowances if it believes that it is more-likely-than-not that some or all of its deferred tax assets will not be realized. The Company does not recognize a tax benefit unless it concludes that it is more- likely-than-not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest.

2.7 Fair Value Measurements

Level 1 – inputs are based upon unadjusted quoted prices for identical instruments in active markets.

2.8 Inventories

Inventories are stated at average cost, subject to the lower of cost or net realizable value.

2.9 Accounts Receivable

2.10 Prepayments

2.11 Related Party Transactions and Balances

2.12 Property, Plant and Equipment

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

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.

2.13 Intangible Assets

Intangible assets include brand name and software.

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

2.14 Short-Term Financing

2.15 Use of Estimates

The preparation of condensed 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 and (3) allowance for credit losses. Actual results could significantly differ from those estimates.

2.16 Recent Accounting Pronouncements

3. CASH AND CASH EQUIVALENTS

	October 28		January 28
	2025		2025
Cash at bank
Current account		215,828		509,730
		215,828		509,730
Cash in hand		1,033		3,206
		216,861		512,936

4. ACCOUNTS RECEIVABLE

Considered good – unsecured	7,287,465	1,557,990
Less: provision for credit losses	(316,228)	(171,026)
	6,971,237	1,386,964

Provision for doubtful accounts receivable has been approximately $145,202 and $171,026 for the period ended October 28, 2025 and year ended January 28, 2025 respectively.

5. INVENTORIES

Finished goods

4,318,865

5,076,074

6. PROPERTY, PLANT AND EQUIPMENT

Leasehold improvements	164,341	-
Plant and equipment	5,564	-
Fixture and fittings	516,006	421,250
Motor Vehicle	122,178	113,338
Computers Equipment	20,049	107,358
	828,138	641,946
Less: Accumulated depreciation	(406,947)	(318,376)
	421,191	323,570

The class wise useful life of the fixed assets is as under:

Assets	Useful lives in years
Leasehold improvements		5
Plant and machinery		5
Fixture and fittings		5
Motor vehicles		5
Computer equipment		5

6.1 Addition of assets

	October 28 2025		January 28 2025
Leasehold improvements		164,341		41,337
Plant and equipment		5,564
Fixture and fittings		94,756		117,582
Motor Vehicle		8,840		113,338
Computers Equipment		-		159,108
		273,501		431,365

Depreciation of $170,011 and $79,188 was charged for the periods ended October 28, 2025 and October 28, 2024, respectively

7. INTANGIBLE ASSETS – NET

Software	-		-
Brand	728,703		613.989
	-		-
Less: Accumulated amortization	(292,474	)	(51,166	)
	436,228		562,823
Software
Opening balance			85,341
Addition			2,083
Disposal			(87,724	)
	-		-
Less: Accumulated amortization	-		-
	-		-
Brand
Opening balance	562,823		-
Addition	165,880		613,989
	728,703		613,989
Less: Accumulated amortization	(292,474	)	(51,166	)
	436,228		562,823

8. ADVANCE TO A RELATED PARTY

	October 28		January 28
	2025		2025
Advance to a related party		3,156,556		2,789,671

The balance represents funds advanced to the Director of 123 Investment Limited as consideration for the acquisition of his property, which is intended to be transferred in the name of the Company. The property currently houses the registered office and principal place of business of the Company. The total consideration of the building is $4.01 million (£3 million).

9. DUE FROM A RELATED PARTY

	October 28,		January 28,
	2025		2025
Advance to a related party		3,156,556		2,789,671

Footware Software Limited

102,086

During the period, the Company extended a loan to Footwear Software Limited, a related party, to support its operational requirements. This loan is unsecured, interest-free, and has no fixed repayment schedule. Repayment of the loan is subject to sufficient funds available with Footwear Software Limited.

10. TRADE AND OTHER PAYABLES

Trade creditors	8,101,907	3,509,870
Social security and other taxes	212,589	143,359
Invoice discounting	846,016	-
Contract liabilities	-	66,454
Accruals and deferred income	332,894	249,128
VAT	2,401,728	1,973,003
	11,895,134	5,941,814

11. SHORT TERM FINANCING

Short -term financing

2,229,359

Description	PayPal Capital Loan			Together Finance			Treyed Stock Facility			Ultimate Finance Facility-123			Muse Finance Facility			Total
	———————--USD——————----

Opening balance as on January 29, 2024		-			-			635,269			921,848			379,627			1,936,744
Receipt		732,781			1,239,900			3,010,695			1,847,436			810,227			7,641,039
Repayment		(467,464	)		-			(2,906,110	)		(2,746,487	)		(1,180,465	)		(7,300,527	)
Translation loss (gain)		-			(15,712	)		-			(22,796	)		(9,389	)		(47,897	)
Closing balance as on January 28, 2025		265,317			1,224,188			739,854			-			-			2,229,359

Opening balance as on January 29, 2025		265,317			1,224,188			739,854			-			-			2,229,359
Receipt		-			-			-			-			-			-
Repayment		(265,317	)		(1,224,188	)		(739,854	)		-			-			(2,229,359	)
Closing balance as on October 28, 2025		-			-			-			-			-			-

The whole amount of loan has been repaid during the period.

12. RELATED PARTIES LOAN

	October 28		January 28
	2025		2025
Clair Buck		668,301		-
D Buck		536,528		-
Ben Buck		525,094		-
Interest payable		43,646		-
		1,773,570		-

This represents interest free loan obtained from the directors of the Company. The amount is not payable before January 28, 2027.

The imputed interest @ 5.05% p.a has been charged to shareholders’ equity.

13. LONG TERM LOAN

	October 28 2025		January 28, 2025
Opening balance		-		-
Receipt during the period		2,014,334		-
Current Portion		-		-
Closing balance		2,014,334		-

It represents Charles Street Finance Loan obtained during the period under commercial lending terms. This loan bears interest at a rate of 5.3% per annum and has a contractual tenure of three years. The facility includes an interest-only period during the first year, during which no principal repayments are contractually due. Following the interest-only period, the loan principal is repayable in quarterly instalments over the remaining term of the facility. The loan is unsecured, and no collateral or security has been provided in respect of this facility.

14. DEFERRED TAX LIABILITIES

Liability for deferred taxation comprising temporary differences on other liabilities			11,403				10,578
Accelerated capital allowances			-				-

15. COMMON STOCK

16. NET SALES

Three Months Ended

Nine Months Ended

October 28

2025

2024

2025

2024

Net Sales

8,534,942

15,737,184

24,643,648

26,188,231

17. OTHER OPERATING COST

Freight and carriage	484,681	378,735	1,328,294	1,206,243
Rent, rates and water	40,952	309,872	1,607,885	1,688,342
Light and heat	5,710	104,815	224,196	229,024
Repairs and maintenance	742	-	29,136	-
Salaries, wages and other benefits	2,052,876	1,594,963	3,615,005	4,914,455
Motor expenses	2,059	90,889	80,834	101,633
Travel and subsistence	6,127	92,798	240,548	103,767
Telephone	1,506	36,074	59,114	40,339
Computer expenses	840	72,127	32,981	80,652
Printing, postage and stationery	814	-	31,940	-
Sundry expenses	6,743	474,068	264,751	530,104
Recruitment costs	1,033	112,765	40,543	126,094
Website costs	1,106,247	456,910	2,241,777	2,300,040
Advertising	4,272	190,666	167,715	325,023
Licenses and insurance	6,600	165,634	259,120	185,212
Legal and professional fees	1,279	83,842	50,208	93,752
Accountancy fees	127	9,400	4,996	12,335
Auditors’ remuneration	40,221	15,428	40,221	15,428
Bad debts	145,229	140,414	146,306	157,010
	3,908,058	4,329,400	10,465,570	12,109,453

18. DEPRECIATION AND AMORTIZATION

Three Months Ended

Nine Months Ended

October 28

2025

2024

2025

2024

Depreciation

89,574

79,188

230,545

Amortization

80,436

241,309

237,385

170,010

79,188

471,854

237,385

19. OTHER EXPENSES

Loss on disposal of property, plant and equipment			-				213,896				-				342,395
			-				213,896				-				342,395

20. OTHER INCOME

Three Months Ended

Nine Months Ended

October 28

2025

2024

2025

2024

Foreign currency gains

32,144

Miscellaneous

13,551

48,298

Management charges

21,870

13,555

102,311

21. FINANCE COST

Trade facility charges	94,690	10,020	175,207	117,057
Bank charges	215,182	88,941	398,155	404,664
Other interest payable	212,188	59,198	392,614	183,172
Hire purchase	452	-	836	-
	522,511	158,159	966,812	704,893

21. INCOME TAXES

	Three Months Ended				Nine Months Ended
	October 28				October 28
	2025		2024		2025		2024
Current
For the period		-		325,691		-		325,691
Prior period		-		-		-		-
		-		325,691		-		325,691
Deferred		-		-		-		-
		-		325,691		-		325,691

The effective rate used for the tax calculation is 20%.

22. RELATED PARTIES

		October		October
		2025		2024
Transactions during the period
Mr. Stephen Andrew Buck (Director)	Advance to a related party against building		366,885		1,456,878
Mr. Claire Buck (Director)	Funds received		668,301		-
Mr. Claire Buck (Director)	Imputed interest		16,875
Mr. D Buck (Director)	Funds received		536,528		-
Mr. D Buck (Director)	Imputed interest		13,547
Mr. Ben Buck (Director)	Funds received		525,094		-
Mr. Ben Buck (Director)	Imputed interest		13,224
Footwear Software Limited	Loan to a related party		102,086		-

		October 28		January 28
		2025		2025
Outstanding balance Receivable and payable
Mr. Stephen Andrew Buck (Director)	Advance to a related party		3,156,556		2,789,671
Mr. Claire Buck (Director)	Loan from Director		668,301		-
	Imputed interest		16,875		-
Mr. D Buck (Director)	Loan from Director		536,528		-
	Imputed interest		13,547
Mr. Ben Buck (Director)	Loan from Director		525,094		-
	Imputed interest		13,224		-
Footwear Software Limited	Loan to a related party		102,086		-

23. SUBSEQUENT EVENTS

The transaction to acquire the Company’s 51% equity interest was initiated by GlobalTech Corporation (GTC) “a US Entity” on November 25, 2025, which was consummated on December 15, 2025 and GTC formally executed the share purchase agreement and acquired a 51% equity interest in the Company.

EXHIBIT 99.4

GLOBALTECH CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Introduction

On December 15, 2025 (the “Closing Date”), GlobalTech Corporation (“GlobalTech” or the “Company”) completed its previously announced acquisition (the “Exchange”) of 51% of 123 Investments Limited (“123 Investments Limited”) pursuant to the terms of a November 25, 2025, Share Exchange Agreement (the “Exchange Agreement”), from the shareholders of 123 Investments Limited (the “Shareholders”).

Pursuant to the Exchange Agreement, GlobalTech Corporation acquired 51% of 123 Investments Limited (the “Exchange”), in consideration for up to $11.7 million, consisting of the following:

	1)	82,800 shares of newly designated shares of Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) each having a deemed value of $100 (the “Agreed Value”), or $8,280,000 in aggregate;

	2)	750,000 shares of the Company’s common stock at an agreed value of $2 each, or $1,500,000 in aggregate;

	3)	up to an additional 9,200 shares of Series A Preferred Stock, issuable by the Company within seven days after the one-year anniversary of the Exchange if, and only if, the Shareholders have not defaulted in, or breached, any of their obligations, covenants or representations under the Exchange Agreement or a separate Shareholders Agreement, having an agreed value of $920,000 in aggregate; and

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

In addition to the above, the Company has also agreed to make available to 123 Investments Limited a three-year revolving credit facility of US$3,000,000, the terms of which will be purely commercial terms arrived at on an arm’s length basis (the “Credit Facility”). The Credit Facility must be made available as soon as practically possible (upon uplisting of the Company’s common stock to Nasdaq or the NYSE). If the Credit Facility is not provided within fourteen days after the Company’s common stock is listed on the Nasdaq Capital Market; Nasdaq Global Market, or NYSE American (an “Uplisting”), then 123 Investments Limited may obtain a similar credit facility and the Company will be obligated to make available sufficient collateral or security required to raise US$3,000,000. In addition, if the Uplisting is delayed then the target achievement, as per the business plan of 123 Investments Limited, will be reduced accordingly.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and has been prepared using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Under this method of accounting, the aggregate purchase consideration will be allocated to 123 Investments Limited assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the Exchange. The process of valuing the net assets of 123 Investments Limited immediately prior to the Exchange, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, the aggregate purchase consideration allocation and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. All pro forma adjustments included herein represent Transaction Accounting Adjustments, as defined in Rule 11-02(a)(6)(i), that are directly attributable to the acquisition, factually supportable, and expected to have a continuing impact on the combined company.

No Autonomous Entity Adjustments or Management’s Adjustments (as defined in Rule 11-02(a)(6)(ii) and (iii), respectively) have been included in the accompanying unaudited pro forma condensed combined financial information.

Refer to Note 1 - Basis of Presentation for more information.

GlobalTech and 123 Investments Limited have different fiscal years. GlobalTech’s fiscal year ends on December 31, whereas 123 Investments Limited’s fiscal year has historically ended on January 28. The unaudited pro forma condensed combined balance sheets and pro forma condensed combined statements of income have been prepared utilizing period ends that differ by less than 93 days, as permitted by Rule 11-02 of Regulation S-X of the Exchange Act. Management believes the periods combined are not materially seasonal and that no significant intervening events occurred during the period between the respective balance sheet dates.

The unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of the Exchange based on the historical financial position and results of operations of GlobalTech and 123 Investments Limited. It is presented as follows:

	·	The unaudited pro forma condensed combined balance sheet as of December 31, 2024 was prepared based on (i) the historical audited consolidated balance sheet of GlobalTech as of December 31, 2024 and (ii) the historical audited consolidated balance sheet of 123 Investments Limited as of January 28, 2025, giving effect to the Exchange.

	·	The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 was prepared based on (i) the historical audited statement of operations of GlobalTech for the year ended December 31, 2024 and (ii) the historical audited statement of operations of 123 Investments Limited for the year ended January 28, 2025, giving effect to the Exchange.

		The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025 was prepared based on (i) the historical unaudited statement of operations of GlobalTech for the nine months ended September 30, 2025 and (ii) the historical unaudited statement of earnings of 123 Investments Limited for the nine months ended October 29, 2025, giving effect to the Exchange.

The unaudited pro forma condensed combined balance sheet as of December 31, 2024, combines the historical consolidated balance sheet of GlobalTech Corporation as of December 31, 2024, and the historical consolidated balance sheet of 123 Investments Limited as of January 28, 2025, on a pro forma basis, as if the Exchange and related transactions had been consummated on December 31, 2024.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024, and the nine months ended September 30, 2025, combine the historical results of operations of GlobalTech Corporation and 123 Investments Limited for the respective periods on a pro forma basis, as if the Exchange and related transactions had been consummated on January 1, 2024, the beginning of the earliest period presented.

The historical financial statements of GlobalTech and 123 Investments Limited have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Exchange in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable.

The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements of GlobalTech included in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Exchange had been completed on the dates set forth above, nor is it indicative of the future results or financial position of the combined company.

GLOBALTECH CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2024

	Historical
	GlobalTech Corporation			123 Investments Ltd			Pro Forma Adjustments			Notes	Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	822,251		$	512,936		$	-			$	1,335,187
Restricted cash		2,633,019			-			-				2,633,019
Accounts receivable – net		3,780,777			1,386,964			-				5,167,741
Short term investments		970,596			-			-				970,596
Prepayments		60,234			439,740			-				499,974
Stores and spares		838,641			5,076,074			-				5,914,715
Loans and advances		4,660,122			-			-				4,660,122
Other receivables		3,947,158										3,947,158
Total current assets		17,712,798			7,415,714			-				25,128,512
Property, plant and equipment		16,936,286			323,570			-				17,259,856
Operating lease right-of-use assets		451,111			-			-				451,111
Intangible assets – net		10,264,049			562,823			-				10,826,872
Advance to a related party		-			2,789,671							2,789,671

Long term loans and other assets		3,123,604			-			-				3,123,604
Deferred tax asset		8,468,381			(10,578	)		-				8,457,803

Goodwill		-			-			21,272,500		(a)		21,272,500
TOTAL ASSETS	$	56,956,229		$	11,081,200		$	21,272,500			$	89,309,929
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade and other payables	$	27,263,298		$	5,941,814		$	125,000		(e)	$	33,330,112
Contingent liability							$	1,920,000		(b)	$	1,920,000
Current portion of non-current liabilities		7,413,649			2,229,359			-				9,643,008
Due to a related party					45,339			-				45,339
Accrued interest		3,545,054			-			-				3,545,054
Short term borrowings		1,103,560			-			-				1,103,560
Unclaimed dividend		-										-
Provision for taxation - net		1,125,182			945,454			-				2,070,636
Total current liabilities		40,450,742			9,161,966			2,045,000				51,657,709
Term finance certificates		906,455			-			-				906,455
Long term financing - secured		1,154,484			-			-				1,154,484
Long term deposits and payable		1,412,328			-			-				1,412,328
License fee payable		163,217			-			-				163,217
Operating lease liability		635,030			-			-				635,030
Post employment benefits		676,084			-			-				676,084
Other payables		709,975			-			-				709,975
TOTAL LIABILITIES	$	46,108,315		$	9,161,966		$	2,045,000			$	57,315,282
CONTINGENCIES AND COMMITMENTS
SHARE CAPITAL AND RESERVES
SHAREHOLDERS' EQUITY:

Common stock, $0.0001 par value - 500,000,000 shares authorized at December 31, 2024 and 140,583,391 shares issued at December 31, 2024		13,993			585			(510	)	(c)		14,118
Preferred stock		-						8,280,000		(d)		8,280,000
Additional paid in capital		-			-			1,499,925		(c)		1,499,925
Accumulated other comprehensive (loss) income		(896,497	)		52,662			(112,248	)	(c)		(956,083	)
Non-controlling interest		49,841,283			-			11,241,176		(c)		61,082,460
Accumulated deficit		(38,110,867	)		1,865,987			(1,680,843	)	(c)		(37,925,723	)
TOTAL SHAREHOLDERS’ EQUITY		10,847,913			1,919,234			21,272,500				31,994,647
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	56,956,229		$	11,081,200			21,272,500			$	89,309,929

GLOBALTECH CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

	GlobalTech Corporation			123 Investments Ltd			Pro Forma Adjustments			Notes	Pro Forma Combined

NET REVENUE	$	18,255,248			36,833,004		$	-			$	55,088,252
Direct operating costs		(16,800,147	)		(17,308,330	)		-				(34,108,477	)
Other operating costs		(2,505,673	)		(16,936,843	)		(125,000	)	(e)		(19,567,516	)
Depreciation and amortization		(2,804,936	)		(314,369	)		-				(3,119,305	)
Other expenses		(201,841	)		(494,572	)		-				(696,413	)
OPERATING LOSS		(4,057,349	)	$	1,778,889			(125,000	)			(2,403,460	)
OTHER:
Other income - net		3,656,070			100,420			-			$	3,756,490
Finance cost		(2,365,281	)		(1,134,909	)		-				(3,500,190	)
LOSS BEFORE TAXATION		(2,766,560	)		744,400			(125,000	)			(2,147,160	)
Taxation		(179,732	)		(434,255	)		-				(613,988	)
NET LOSS	$	(2,946,293	)	$	310,145		$	(125,000	)		$	(2,761,148	)
NET LOSS ATTRIBUTABLE TO:
Common shareholders of GlobalTech Corporation - (a)		(1,626,354	)		158,174			(125,000	)			(1,593,180	)
Non - controlling interest (NCI)		(1,319,939	)		151,971			-				(1,167,968	)
		(2,946,293	)		310,145			(125,000	)			(2,761,148	)

Net loss per common share: basic		(0.012	)							(f)		(0.020	)
Net loss per common share: diluted		-								(f)		(0.020	)

GLOBALTECH CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

	GlobalTech Corporation			123 Investments Ltd			Pro Forma Adjustments		Note	Pro Forma Combined

NET REVENUE	$	15,510,338		$	24,643,648		$	-		$	40,153,986
Direct operating costs		(13,859,483	)		(14,301,504	)					(28,160,987	)
Other operating costs		(2,108,064	)		(10,465,570	)		-	(g)		(12,573,634	)
Depreciation and amortization		(1,499,207	)		(471,854	)		-			(1,971,061	)
Other expenses	$	(290,928	)					-			(290,928	)
OPERATING LOSS		(2,247,344	)		(595,280	)		-			(2,842,624	)
OTHER:
Other income - net		589,997			13,555			-			603,552
Finance cost		(1,105,755	)		(966,812	)		-			(2,072,567	)
LOSS BEFORE TAXATION		(2,763,102	)		(1,548,537	)		-			(4,311,639	)
Taxation		(196,858	)		-			-			(196,858	)
NET LOSS		(2,959,960	)		(1,548,537	)		-			(4,508,497	)
NET LOSS ATTRIBUTABLE TO:
Common shareholders of GlobalTech Corporation		(1,634,490	)		(789,754	)		-			(2,424,244	)
Non-controlling interest (NCI)		(1,325,470			(758,783	)					(2,084,253	)
		(2,959,960	)		(1,548,537	)		-			(4,508,497	)

Net loss per common share: basic	$	(0.005	)		-				(f)	$	(0.031	)
Net loss per common share: diluted					-				(f)	$	(0.031	)

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 B- Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared by GlobalTech Corporation in connection with GlobalTech’s acquisition of a 51% interest in 123 Investments Limited, which entity focuses on premium footwear brands, delivering high quality, design-led products through multi-channel retail, e-commerce and strategic third party partnership, and is based on the historical consolidated financial statements of GlobalTech and the historical consolidated financial statements of 123 Investments Limited. GlobalTech and 123 Investments Limited historical financial statements were prepared in accordance with U.S. GAAP. There were no material transactions and balances between GlobalTech and 123 Investments Limited for any periods presented.

The accompanying unaudited pro forma condensed combined financial information and related notes were prepared using the acquisition method of accounting in accordance with ASC 805, Business Combinations, with GlobalTech considered the accounting acquirer of 123 Investments Limited. ASC 805 requires, among other things, that the assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed combined balance sheet, the purchase price consideration has been allocated to the assets acquired and liabilities assumed of 123 Investments Limited based upon management’s preliminary estimate.

The excess of the purchase price consideration over the fair value of assets acquired and liabilities assumed is allocated to goodwill. Accordingly, the purchase price allocation and related adjustments reflected in the unaudited pro forma condensed combined financial information are preliminary and subject to adjustment based on a final determination of fair value. The purchase price consideration as well as the estimated fair values of the assets and liabilities will be updated and finalized as soon as practicable, but no later than one year from the closing of the acquisition. The final determination of fair values of assets acquired and liabilities assumed relating to the Exchange could differ materially from the preliminary allocation of aggregate purchase consideration.

The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Exchange and any integration costs that may be incurred. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma condensed combined financial information is provided for informational purposes only and does not purport to represent or be indicative of the consolidated results of operations or financial condition of GlobalTech had the 123 Investments Limited Exchange been completed as of the dates presented and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity.

Note – 2 Significant Accounting Policies

2.1 Non-Controlling Interest

Non-controlling interests arising from the acquisition of subsidiaries are measured at fair value at the acquisition date. The fair value of the non-controlling interest was determined based on the discounted cash flow (DCF), consistent with those used to determine the consideration transferred.

Subsequent to acquisition, non-controlling interests are attributed to their share of profit or loss and other comprehensive income.

Note 3 – Transaction Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheets and statement of operations.

3.1

(a)

Represents the adjustment to recognize the estimated goodwill expected to arise from the acquisition of 123 Investments Limited.

	(i)	Preliminary Purchase Price Allocation and Goodwill

		The acquisition of 123 Investments Limited has been accounted for using the acquisition method of accounting in accordance with ASC 805. The preliminary purchase consideration consists of:

	·	Issuance of 750,000 shares of GlobalTech common stock valued at $2.00 per share
	·	Issuance of Series A Convertible Preferred Stock with an aggregate stated value of $8.28 million
	·	Contingent issuance of up to 9,200 shares of Series A Convertible Preferred Stock with a stated value of $0.92 million
	·	Contingent consideration in the form of an earn-out arrangement with a maximum payout of $1.0 million

	The preliminary purchase price allocation is based on management’s estimates of fair value and is subject to change as additional information becomes available. The excess of the consideration transferred and the fair value of the non-controlling interest over the estimated fair value of identifiable net assets acquired has been recorded as goodwill. The Company elected to measure the non-controlling interest at fair value, consistent with the full-goodwill method under ASC 805.

	(ii)	Common Stock Issuance

		Represents the issuance of 750,000 shares of GlobalTech Corporation’s common stock at $2.00 per share as partial consideration for the acquisition. The par value of $0.0001 per share has been allocated to common stock, with the remainder recorded to additional paid-in capital.

	(iii)	Series A Convertible Preferred Stock

		Represents the issuance of Series A Convertible Preferred Stock with an aggregate stated value of $9.2 million as partial consideration for the acquisition. The Series A Preferred Stock has been classified within permanent equity based on its terms, including the absence of mandatory redemption features.

	(iv)	The goodwill is calculated as follows:

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

Fair value of identified net assets
Property, plant and equipment		1,439,254
Advance to a related party		1,032,995
Intangibles		85,341
Current assets		14,000,809
Total assets		16,558,399

Fair value of liabilities
Current liabilities		14,701,596
Long term liabilities		188,127
Total liabilities		14,889,723

Fair value of identifiable net assets acquired		1,668,676

Goodwill		21,272,500

(b)

Represents the contingent liability related to the following items:

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

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

		The contingent consideration liability recorded in the unaudited pro forma condensed combined balance sheet consists of (i) the fair value of up to 9,200 shares of Series A Preferred Stock issuable subject to post-closing compliance conditions, of $920,000 and (ii) the fair value of the performance-based earn-out consideration of up to $1.0 million. Both components were measured at fair value as of the acquisition date in accordance with ASC 805. These arrangements represent contingent consideration within the scope of ASC 805-30. Although both forms of contingent consideration are expected to be settled in equity instruments of the Company, each arrangement results in an obligation to deliver equity instruments with a fixed or determinable monetary value, either through the issuance of a fixed number of preferred shares with a stated value equal to the amount due or a variable number of common shares with a fixed monetary value based on future market prices. Accordingly, the contingent consideration arrangements do not qualify for equity classification under ASC 480 and ASC 815-40. For purposes of the unaudited pro forma condensed combined balance sheet, management has recorded an estimated contingent consideration liability of $1.92 million, with a corresponding increase to goodwill. The fair value of the contingent consideration was estimated using a probability-weighted income approach incorporating Level 3 inputs, including projected financial performance of the acquired business and discount rates. Because the contingent consideration is classified as a liability, subsequent changes in its fair value will be recognized in earnings in the periods in which such changes occur. The unaudited pro forma condensed combined statements of operations do not reflect any subsequent remeasurement adjustments of the contingent consideration liability. These transaction costs are non-recurring in nature and are not expected to have a continuing impact on the combined company’s results of operations.

(c)

Represents the following breakup:

	i)	Proforma adjustment represents the elimination of the historical issued share capital of 123 Investments Limited of $585 in connection with the application of acquisition accounting. Upon consolidation, the historical equity balances of 123 Investments Limited are eliminated against the purchase consideration and the Company’s investment in the acquiree, consistent with the acquisition method of accounting under ASC 805.

	ii)	Proforma adjustment represents the assumed issuance of 750,000 shares of GlobalTech Corporation’s common stock at an agreed value of $2.00 per share as partial consideration for the acquisition. The issuance has been recorded in the unaudited pro forma condensed combined balance sheet as an increase to common stock of $75, representing par value, with the excess of $1,499,925 recorded to additional paid-in capital.

	iii)	Proforma adjustment represents the elimination of pre-acquisition retained earnings of 123 Investments Limited totalling $1,555,843, which are not carried forward in the combined financial statements of GlobalTech Corporation following the acquisition and are eliminated against the Company’s investment in the acquiree in accordance with ASC 805.

	iv)	Proforma adjustment represents the elimination of accumulated other comprehensive income of 123 Investments Limited of $112,248, as such amounts relate to periods prior to the acquisition date and are not included in the combined accumulated other comprehensive income of GlobalTech Corporation under the acquisition method of accounting.

(d)

Represents the preferred stock issued as consideration:

■

82,800 shares of newly designated shares of Series A Convertible Preferred Stock of the Company each having a face value of $100, which is recorded as preferred stock in the proforma combined balance sheet.

	The Series A Designation provides for the Series A Preferred Stock to have the following terms:

	i)	Dividend Rights. The Series A Preferred Stock will not accrue any dividends or participate in any dividends.

	ii)	Liquidation Preference. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the holders of the Series A Preferred Stock are entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the greater of (a) the Stated Value (the “Liquidation Preference”); and (b) the total amount of consideration which would have been payable upon such Liquidation if the Series A Preferred Stock was converted into common stock in full immediately prior to such Liquidation, for each share of Series A Preferred Stock, before any distribution or payment is made to the holders of any junior securities, but after the payment of any liquidation preference of any holder of senior securities, and if the assets of the Company are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series A Preferred Stock are to be ratably distributed among the holders of the Series A Preferred Stock in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

	iii)	Conversion Rights.

	1)	Optional Conversion: During a 60-day period (the “Optional Conversion Period”) beginning on March 31, 2026, or June 1, 2026 if an application for Uplisting is pending as of March 31, 2026 (the “Optional Conversion Date”), each holder of Series A Preferred Stock may, at its option, convert its shares of Series A Preferred Stock into that number of shares of common stock equal to $100 (the “Stated Value”), divided by the greater of (i) $2.00 or (ii) the initial sales price of the Company’s common stock on the Nasdaq Capital Market, Nasdaq Global Market, or NYSE American, multiplied by 0.80 (the “Conversion Price”), subject to adjustment for stock splits and stock dividends, with any fractional shares rounded up to the nearest whole share.

	2)	Automatic Conversion: Each share of Series A Preferred Stock will automatically convert to Company common stock (the “Automatic Conversion”) on the earlier of (i) the date that the Uplisting is approved and (ii) the last day of the Optional Conversion Period, into that number of shares of common stock equal to the Stated Value of such share of Series A Preferred Stock, divided by (1) for an Automatic Conversion occurring on the date that the Uplisting is approved, (a) the initial sales price of the Company’s common stock on the Nasdaq Capital Market, Nasdaq Global Market, or NYSE American, multiplied by (b) 0.80; and (2) for an Automatic Conversion occurring on the last day of the Optional Conversion Period, the greater of (x)(a) the initial sales price of the Company’s common stock on the Nasdaq Capital Market, Nasdaq Global Market, or NYSE American on the date that the Uplisting is approved, multiplied by (b) 0.80; and (y) $2.50, subject in each case to adjustment for stock splits and stock dividends, with any fractional shares rounded up to the nearest whole share.

3)	Voting Rights. The shares of Series A Preferred Stock have no voting rights, except in connection with the protective provisions discussed below.

	Protective Provisions. So long as any shares of Series A Preferred Stock are outstanding, the Company cannot without first obtaining the approval of the holders of a majority of the then outstanding shares of Series A Preferred Stock, voting together as a class:

	(a)	Amend any provision of the designation setting forth the rights of the Series A Preferred Stock;

	(b)	Increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series A Convertible Preferred Stock;

	(c)	Adopt or authorize any new designation of any preferred stock or capital stock or amend the Articles of Incorporation of the Company in a manner which (i) provides any holder of common stock or preferred stock any rights upon a liquidation of the Company which are prior and superior to those of the holders of the Series A Preferred Stock; or (ii) adversely affects the rights, preferences and privileges of the Series A Preferred Stock (provided that no (1) increase in the number of authorized shares of common stock or preferred stock of the Company; or (2) designation of a new series of preferred stock of the Company which has rights junior or pari passu (except in the event of a liquidation event, in which case the rights of the Series A Preferred Stock shall be senior) to the Series A Preferred Stock shall be deemed to adversely affect the rights, preferences and privileges of the Series A Preferred Stock);

	(d)	Effect an exchange, or create a right of exchange, cancel, or create a right to cancel, of all or any part of the shares of another class of shares into shares of Series A Preferred Stock;

	(e)	Alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares of such series; or

	(f)	Issue any shares of Series A Preferred Stock, except pursuant to the terms of the Exchange Agreement.

4)	Redemption Rights. The shares of Series A Preferred Stock have no redemption rights, except in connection with the protective provisions discussed above.

Transaction Costs

Represents approximately $125,000 of acquisition-related transaction costs, primarily consisting of legal and professional fees incurred by GlobalTech Corporation in connection with the Exchange. Although these costs were incurred during the nine months ended September 30, 2025, they have been reflected as a pro forma adjustment in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, in order to present the results of operations as if the Exchange had occurred at the beginning of the earliest period presented. In accordance with ASC 805, these costs have been expensed and are reflected in other operating expenses. These transaction costs are non-recurring in nature and are not expected to have a continuing impact on the combined company’s results of operations.

These transaction costs are non-recurring in nature and are not expected to have a continuing impact on the combined company’s results of operations.

No tax effects have been reflected for the pro forma adjustments as the Company has concluded that such effects are not material or are offset by existing net operating loss carryforwards.

Net loss per common share: Basic and diluted

	September 30, 2025			December 31, 2024
Basic loss per share:

Loss after taxation		(4,508,497	)		(2,761,148	)

Weighted average number of common shares		146,996,907			140,513,391

Basic loss per common share		(0.031	)		(0.020	)

Diluted loss per share:

Loss after taxation		(4,508,497	)		(2,761,148	)

Weighted average number of common shares		146,996,907			140,513,391

Weighted average number of common shares for diluted loss per share		146,996,907			140,513,391

Diluted loss per common share		(0.031	)		(0.020	)

	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.

g)	Transaction cost – Acquisition-related transaction costs of approximately $125,000 were incurred by GlobalTech Corporation during the nine months ended September 30, 2025, and are included in GlobalTech Corporation’s historical results of operations for that period. Accordingly, no pro forma adjustment has been recorded for the interim unaudited pro forma condensed combined statement of operations.

3.2 Contingencies and commitment

The Company has provided a commitment to make available to 123 Investments Limited a three-year revolving credit facility of US$3,000,000, the terms of which will be purely commercial terms arrived at on an arm’s length basis, to 123 Investments Limited (the “Credit Facility”). The Credit Facility must be made available upon uplisting of the Company on Nasdaq. If the uplisting of the Company is delayed, then the target achievement of 123 Investments Limited will be reduced accordingly. Since it is only the commitment for arrangement of a credit facility, therefore the liability has not been recorded.

3550 Barron Way Suite 13a, Reno, NV		89511
(Address of principal executive offices)		(Zip Code)

☐	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Exhibit Number		Description of Exhibit
99.1*		Audited financial statements, comprising the consolidated balance sheets as of January 28, 2025 and 2024, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years then ended, and the related notes to the financial statements, for 123 Investments Limited
99.2*		Management’s Discussion and Analysis of Financial Condition and Results of Operations of the 123 Investments Limited for the three and nine months ended October 28, 2025 and 2024, and the years ended January 28, 2025 and 2024
99.3*		Unaudited financial statements, comprising the consolidated balance sheets as of October 28, 2025 and January 28, 2025, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the nine months ended October 28, 2025 and January 28, 2025, and the related notes to the financial statements for 123 Investments Limited
99.4*		Unaudited Pro Forma Financial Information
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	GlobalTech Corporation

	/s/ Dana Green
	Dana Green Chief Executive Officer
	Date: January 12, 2026