Quarterly report [Sections 13 or 15(d)]

ACQUISITIONS

v3.26.1
ACQUISITIONS
 6 Months Ended
Apr. 30, 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 relating to our acquisition of PAL that provides for certain payments to be made subject to meeting the defined revenue and pre-income targets (“Earn Outs”). These Earn Out Periods are referred to hereinafter as Year 1, Year 2 and Year 3. Year 1 Earn Out period expired in October 2025.

 

Year 1 Earn Out targets were achieved by PAL. Accordingly, 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 agreement this amount was paid to the sellers following the filing of our consolidated audited financial statements with the SEC on Form 10-K on January 29, 2026.

 

The potential remaining Earn Out amounts for Year 2 and Year 3, as of April 30, 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 Payable if Target is achieved   $ 418,223     $ 652,275  

 

No provision has been made for the Year 2 Earn Out Liability in our financial statements as at April 30, 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 qualifying conditions for those Earn Out payments will be achieved.