Quarterly report [Sections 13 or 15(d)]

ACQUISITIONS

v3.26.1
ACQUISITIONS
 3 Months Ended
Jan. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITIONS

Note 9 – ACQUISITIONS

 

We have contingent obligations pertaining to a three-year earn out period under our acquisition agreement relating to PAL (Earn Outs). The Earn Outs provision defines future revenue and pre-tax income to be achieved by PAL.

 

Year one Earn Out targets stipulated in the acquisition agreement were achieved by PAL and we recorded $213,343 as earn out expenses in our audited consolidated financial statements for year ended October 31, 2025. In accordance with the terms of the acquisition this amount was paid following the filing of our audited financial statements on Form 10-K on January 29, 2026.

 

The potential remaining Earn Out amounts as of January 31, 2026, are shown in the table below applying an exchange rate (from British Pound to USD) of $1.278973:

 

 

Earn Out   2026 FY     2027 FY  
Revenue Target   $ 5,867,914     $ 6,454,962  
Pre-Tax Profit Target   $ 1,295,597     $ 1,573,133  
Earn Out Amount Payable based on Targets   $ 418,223     $ 652,275  

 

No provision has been made for the Year 2 Earn Out Liability in our financial statements as at January 31, 2026 as the determination of the likelihood of this being earned will be made when more financial information is available. We will expense any future earn out payments if it becomes probable that the metrics for those Earn Out payments will be achieved.

 

 

CODA OCTOPUS GROUP, INC.

Notes to the Unaudited Consolidated Financial Statements

January 31, 2026 and October 31, 2025