GlobalTech Corp

■ · WorldCall Private occupies 3,000 square feet of space located at Plot No. 112-113, Block S, Quaid-e-Azam Industrial Estate, Kot Lakhpat, Lahore, Pakistan for annual rents of $ 14,180/- from WorldCALL Public pursuant to a written lease agreement, which expires on January 31, 2027. Six of our employees work at this location. We believe this space is sufficient to meet WorldCall Private’s current needs. We do not anticipate any significant difficulties in obtaining any additional space for Worldcall Private if needed.

■ · FZC occupies 120 square feet of space located at SM-Office-E1-26A032, Ajman, the United Arab Emirates for annual rents of $ 3,226/- from Ajman Free Zone Authority pursuant to a written lease agreement, which expires on 27th August 2026. One of our employees works at this location. We believe this space is sufficient to meet FZC’s current needs. We do not anticipate any significant difficulties in obtaining any additional space for FZC if needed.

We believe that our current facilities are suitable and adequate to meet our current needs, and that suitable additional or substitute space will be available as needed.

Moda in Pelle conducts its operations primarily through leased properties in the UK. These properties comprise standalone retail stores, department-store concessions, outlet locations, warehouse and distribution facilities, and corporate office space. Moda in Pelle does not own any material real property. Management believes that the current property portfolio is appropriate for the scale and nature of Moda in Pelle’s omnichannel operations and provides sufficient capacity to support near-term growth initiatives.

Retail Store Portfolio

Moda in Pelle operates a diversified physical retail estate designed to balance brand presence with capital efficiency. The estate has evolved following post-pandemic restructuring, with an increased focus on concessions and outlets, which management believes are comparatively lower-risk formats compared to full retail locations.

As of the date of this report, Moda in Pelle operates a network of physical retail locations across the UK, consisting of:

· · Standalone full-price retail stores located in high-street, shopping center, and regional retail destinations;

· · Concession locations within department stores and partner retail environments; and

· · Outlet stores used primarily for end-of-season and clearance inventory.

Retail stores typically range in size from approximately 500 to 1,500 square feet, depending on format and location. Store layouts and designs are standardized across the portfolio to support brand consistency, efficient inventory presentation, and customer experience. Outlet stores are generally larger in size and are designed to accommodate higher inventory density and promotional activity.

Concessions are operated pursuant to agreements with third-party department store partners and are generally considered by management to be a capital-efficient retail format due to shared occupancy costs and reduced fixed commitments.

Physical Retail Locations – Last 3 Fiscal Years

As of December 31,

Location Type · 2025 · 2024

Standalone full-price stores · 18 · 18

Department-store concessions · 19 · 17

Outlet stores · 3 · 3

Total physical locations · 40 · 38

The transition to a greater number of concessions reduced fixed occupancy costs and improved store-level contribution margins, while maintaining nationwide customer access through omnichannel fulfillment and e-commerce. The result is a smaller but more productive retail estate, aligned with current consumer behavior and cost structures.

Importantly, management continues to view physical stores as brand-building assets rather than purely transactional points of sale. Stores are increasingly integrated into the digital ecosystem through click-and-collect, in-store returns, and assisted selling supported by proprietary technology.

Geographic Distribution of Retail Properties

The geographic distribution of properties reflects both brand heritage and commercial logic. Concentrations in Yorkshire (North Central England) and the North of England leverage Moda in Pelle’s operational base and long-standing customer loyalty, while the South East and London presence seeks to ensure access to higher-spending urban and tourist demographics.

Management believes this regional diversification:

· · Reduces exposure to localized economic downturns;

· · Allows tailored merchandising by region; and

· · Supports national brand recognition without over-concentration in high-cost metropolitan locations.

• Our substantial amounts of indebtedness, a significant portion of which is in default, and debt service obligations could materially decrease our cash flow, which could adversely affect our business and financial condition.
• We may not be able to raise additional capital, or we may only be able to raise additional capital at significantly increased costs.
• Our debt, a significant portion of which is in default, is secured by security interests.
• We may not be able to generate sufficient cash flow to meet our current and any future debt service and other obligations due to events beyond our control.
• Economic uncertainty may affect our access to capital and/or increase the costs of such capital.
• Risks Relating to our Operations and Industry
• Our businesses operate in highly competitive and dynamic industries, and our businesses and results of operations could be adversely affected if we do not compete effectively.
• Changes in consumer behavior continue to adversely affect our businesses and challenge existing business models.
• We may be unable to obtain necessary hardware, software and operational support.
• Our businesses depend on keeping pace with technological developments.
• Natural disasters, severe weather and other uncontrollable events could adversely affect our business, reputation and results of operations.
• If WorldCALL Public or 123 Investments Limited issues more shares, our ownership of such entities could go below 50%.
• Shares of WorldCALL Public are pledged by WorldCall Private to secure various obligations, and in the event WorldCall Private defaults in such obligations, our ownership of WorldCALL Public may decrease below 50%.
• The international economic environment, geopolitical developments and unexpected global events could cause our business to decline.
• Investing in emerging markets, where our operations are located, is subject to greater risks than investing in more developed markets, including significant political, legal and economic risks.
• Our involvement in numerous legal proceedings exposes us to significant costs, potential judgments, damages, and other liabilities that could adversely affect our business, financial condition, and results of operations.
• Our telecom revenue performance can be unpredictable by nature, as a large majority of our customers have not entered into long-term fixed contracts with us.
• We operate in highly competitive markets, which we expect only to become more competitive, and as a result, may have difficulty expanding our customer base or retaining existing customers.
• We may be unable to keep pace with technological changes and evolving industry standards, which could harm our competitive position and, in turn, materially harm our business.
• Banking and other financial systems in Pakistan remain underdeveloped in many countries of operation.
• As a holding company with operating subsidiaries, we depend on the performance of WorldCALL Public and 123 Investments Limited, our majority owned subsidiary, and its ability to pay dividends or make other transfers to us as well as the ability to make certain intercompany payments and transfers.
• We are exposed to cyber-attacks and other cybersecurity threats that may lead to compromised or inaccessible telecommunications, digital and financial services, and/or leaks or unauthorized processing of confidential information, and perceptions of such threats may cause customers to lose confidence in our services.
• Our equipment and systems are subject to disruption and failure for various reasons, which could cause us to lose customers, limit our growth, violate our licenses or reduce the confidence of our customers in our ability to securely hold their personal data.
• We depend on third parties for certain services and equipment, infrastructure and other products important to our business.
• The telecommunications industry is highly capital-intensive and requires substantial and ongoing expenditures of capital.
• We may also be subject to increases in license fees for some of our licenses or to obtain new licenses.
• Our ability to profitably provide telecommunications services depends in part on the terms of our interconnect agreements and access to third-party-owned infrastructure and networks, over which we have no direct control.
• The loss of important intellectual property rights, as well as third-party claims that we have infringed on their intellectual property rights, could significantly harm our business.
• We collect and process sensitive personal data and are therefore subject to an increasing number of data privacy laws and regulations that may require us to incur substantial costs and implement certain changes to our business practices that may adversely affect our results of operations.
• We are subject to supply chain / equipment procurement risks.
• We may not be able to detect and prevent fraud or other misconduct by our employees, joint venture partners, non-controlled subsidiaries, representatives, agents, vendors, customers or other third parties.
• Risks Related to the Exchange
• We will be required to issue additional shares of Series A Preferred Stock or common stock to the shareholders of Moda in Pelle, which could result in significant dilution to our existing stockholders and are required to pay $1 million to the shareholders of Moda in Pelle.
• The exercise of the put option by the shareholders of Moda in Pelle could require us to issue a significant number of shares of common stock or otherwise impact our capital resources.
• We may be required to use significant cash resources or provide collateral in connection with the Credit Facility for Moda in Pelle, which could adversely affect our liquidity and financial flexibility.
• Our obligation to provide the Credit Facility exposes us to credit risk and operational risk associated with the performance of Moda in Pelle.
• The buyout and put option mechanics could result in significant and unpredictable cash or equity obligations.
• We may face integration, governance and operational risks associated with our majority ownership, but not full ownership, of Moda in Pelle.
• Restrictions, management fee arrangements and related-party dynamics may adversely affect the financial performance of Moda in Pelle.
• The complex contractual arrangements related to the Exchange may increase the risk of disputes and litigation.
• Risks Related to our Series A Preferred Stock
• The liquidation preference of the Series A Preferred Stock could significantly reduce the amount of assets available for distribution to holders of our common stock upon a liquidation, dissolution or winding-up of the Company.
• The conversion features of the Series A Preferred Stock may result in significant dilution to existing stockholders, particularly upon an uplisting or following the expiration of the optional conversion period.
• The automatic conversion of the Series A Preferred Stock could increase volatility in the trading price of our common stock following an uplisting.
• Holders of Series A Preferred Stock have protective provisions that may limit our operational and strategic flexibility and could adversely affect holders of common stock.
• The absence of dividend and redemption rights for the Series A Preferred Stock may affect investor incentives and the timing of conversion or sales of common stock.
• Moda in Pelle will require additional capital to fund its operations and grow, and its inability to obtain such capital, or to adequately manage its existing capital resources, could materially adversely affect its business, financial condition and operating results.
• The business of Moda in Pelle, including its costs and supply chain, is subject to risks associated with sourcing, manufacturing and warehousing.
• Moda in Pelle’s ability to source merchandise could be negatively impacted if new trade restrictions are imposed or existing trade restrictions become more burdensome.
• Moda in Pelle’s financial results are subject to quarterly fluctuations.
• Changes in bag, accessories and footwear costs and availability could materially adversely affect Moda in Pelle’s businesses.
• Economic uncertainty has in the past affected, and may in the future effect, consumer purchases of discretionary items, which has affected demand for Moda in Pelle’s products and may continue to adversely affect demand for its products in the future.
• Economic uncertainty may affect Moda in Pelle’s access to capital and/or increase the costs of such capital.
• Adverse macro-economic conditions, including inflation, could adversely impact Moda in Pelle’s operating results.
• Moda in Pelle’s business and global supply chain and as a result, its results of operations, could be adversely affected by natural disasters, public health crises, political crises, negative global climate patterns, or other catastrophic events.
• If the use of “cookie” tracking technologies is further restricted, regulated or blocked, or if changes in technology cause cookies to become less reliable or acceptable as a means of tracking consumer behavior, the amount or accuracy of internet user information Moda in Pelle collects would decrease, which could harm Moda in Pelle’s business and operating results.
• System interruptions that impair client access to Moda in Pelle’s websites or other performance failures in Moda in Pelle’s technology infrastructure could damage Moda in Pelle’s business.
• Increased competition presents an ongoing threat to the success of Moda in Pelle’s business.
• Moda in Pelle’s business depends on Moda in Pelle’s brands, and any failure to maintain, protect or enhance Moda in Pelle’s brands, including as a result of events outside Moda in Pelle’s control, could materially adversely affect Moda in Pelle’s business.
• Changes in consumer tastes and preferences or in consumer spending and other economic or financial market conditions could materially adversely affect Moda in Pelle’s business and Moda in Pelle’s inability to develop and introduce new merchandise offerings in a timely and cost-effective manner may damage Moda in Pelle’s business, financial condition and operating results.
• Changes in footwear costs and raw material availability could materially adversely affect Moda in Pelle’s business.
• Moda in Pelle may be unable to scale its operations fast enough to bring down their cost of sales and generate revenues sufficient to support their operations.
• Moda in Pelle’s acquisition, sales and shipping operations require it to manage and communicate with vendors, partners and third parties all over the world.
• Disruptions in Moda in Pelle’s warehouse operations could adversely affect sales and customer satisfaction.
• High levels of product returns, particularly from online sales, could increase costs, reduce net revenue, and adversely affect Moda in Pelle’s margins.
• Sustainability expectations and evolving regulatory requirements may increase costs and compliance burdens.
• Moda in Pelle relies upon independent third-party transportation providers for substantially all of Moda in Pelle’s e-commerce direct to consumer sales and is subject to increased shipping costs as well as the potential inability of Moda in Pelle’s third-party transportation providers to deliver on a timely basis.
• The continued shift toward digital and omnichannel retail increases competitive and execution risks.