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Coda Octopus Group, Inc.

For the period ended Apr 30, 2026. Filed Jun 15, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Apr 30, 2026 · Filed Jun 15, 2026

CODA$8.83+5.9%Stored close · as of Nov 9, 2026

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Notes to Unaudited Consolidated Financial Statements

Note 1 –ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES

We have prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. These consolidated financial statements are unaudited and, in our opinion, include all material adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our consolidated cash flows, operating results, and balance sheets for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for fiscal year 2026 due to seasonal, world events and other factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the U.S. Securities Exchange Commission (“SEC”). These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes presented in the Company’s Annual Report on Form 10-K for the year ended October 31, 2025 as filed with the Securities and Exchange Commission on January 29, 2026 and amended on Form 10-K/A as filed with the Securities and Exchange Commission on February 26, 2026.

Principles of Consolidation

The unaudited consolidated financial statements include the accounts of Coda Octopus Group, Inc. and its wholly owned domestic and foreign subsidiaries (“Group”). All material intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of the unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, income taxes, useful lives of equipment, valuation of acquired intangibles and goodwill, stock-based compensation forfeiture rates, inventory valuation, collectability of receivables, impairment of property and equipment and operating leases. The accounting estimates and assumptions that require management’s most significant, challenging, and subjective judgment include estimates related to the percentage of completion method used to account for contracts including costs and earnings in excess of billings, billings in excess of costs and estimated earnings. Differences in these estimates could be material. Actual results realized by the Company may differ from management’s estimates.

Note 2 –REVENUE RECOGNITION

The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s Topic 606,Revenue from Contracts with Customers(“Topic 606”).

Topic 606 has established a five-step process to determine the amount of revenue to record from contracts with customers. The five steps are:

●Identify the contract with the customer;
●Identify the performance obligations in the contract with customer;
●Determine the transaction price;
●Allocate the transaction price to performance obligations; and
●Recognize revenue when (or as) a performance obligation is satisfied.

Note 2 – REVENUE RECOGNITION (Continued)

We have three business segments:

●Marine Technology Business
●Acoustics Sensors and Materials Business; and
●Defense Engineering Services Business

Marine Technology Business (“Products Business”)

The Products Business segment earns revenue under written contracts with its customers. Revenue in this segment is generated through the following activities:

●Product Sales Outright sale of underwater solutions, including real-time 3D imaging sonars, diving equipment, inertial navigation measurement systems, geophysical data-acquisition systems, and proprietary software solutions.
●Equipment Rental: Rental of underwater equipment, including hardware and software, for customer-specific operational requirements.
●Field Installation and Support Services On-site installation, commissioning, and related support services associated with the deployment and operation of the Company’s real time 3D imaging sonar.
●Technical Support Services Provision of technical assistance, troubleshooting, and operational support in accordance with customer agreements.
●Customization Services Development and delivery of customized technology solutions tailored from our existing technologies to customer-defined specifications.
●Warranty and Through-Life Support (TLS) Warranty coverage provided under contractual terms, along with through-life support services for products in service.

All products and services are sold on a stand-alone basis and those market prices are evidence of the value of these products and services. Revenue derived from outright sale is recognized when its performance obligations are met. This is typically upon delivery and passing of risks in the goods in accordance with the contract terms. For rentals we supply our rental equipment on a door-to-door basis and the rental period typically commences when the equipment is under the control of the customer and revenue derived from these contracts is recognized on a daily basis during the rental period. Revenue derived from services is recognized when our performance obligations are met under the terms of the contract. For contracts with multiple performance obligations, we recognize product revenue by allocating the transaction price to each performance obligation based on a relative standalone selling price basis and recognize revenue when performance obligations are met. Software license sales for which any services rendered are not considered distinct to the functionality of the software, we recognize revenue upon delivery of the software by the provision of the software installers and activation codes to the software.

Our contracts sometimes require customer payments in advance of revenue recognition. These are recognized as revenue when we have fulfilled our obligations under the respective contracts. Until our performance obligations are met, we recognize these prepayments as deferred revenue.

Our contracts do not give the customer the right of return. Where there are contractual failures giving rise to post-sale obligations these are addressed under our warranty or through life support provisions. The Company calculates its warranty expense provision based on its historical warranty experience and adjustments are made periodically to reflect actual warranty expenses.

Acoustic Sensors and Materials Business (“PAL”)

PAL Business segment earns revenue under written contracts with its customers. Revenue in this segment is generated through the following activities:

●Product Sales Outright sale of sensors and related materials, including hydrophones, acoustic test environments, and associated software solutions.
●Calibration Services Provision of calibration and verification services for customer equipment in accordance with applicable technical standards.
●Consultancy and Customization Services Delivery of consultancy services and customized technology solutions tailored to customer-specific requirements.
●Warranty Coverage Warranty support provided under contractual terms for products and services delivered to customers.

All products and services are sold on a stand-alone basis, and those market prices are evidence of the value of these products and services. Revenue derived from outright sale is recognized when its performance obligations are met. This is typically upon delivery and passing of risks in accordance with the contract terms. For contracts with multiple performance obligations, we recognize product revenue by allocating the transaction price to each performance obligation based on a relative standalone selling price basis and recognize revenue when performance obligations are met. Software license sales for which any services rendered are not considered distinct to the functionality of the software, we recognize revenue upon delivery of the software by the provision of the software installers and activation codes to the software.

Our contracts sometimes require customer payments in advance of revenue recognition. These are recognized as revenue when we have fulfilled our obligations under the respective contracts. Until our performance obligations are met, we recognize these prepayments as deferred revenue.

Our contracts do not give the customer the right of return. Where there are contractual failures giving rise to post-sale obligations these are addressed under our warranty or through life support provisions. The Company calculates its warranty expense provision based on its historical warranty experience and adjustments are made periodically to reflect actual warranty expenses.

Defense Engineering Services Business (“Engineering Business”)

The Engineering Business segment generates revenue pursuant to written contracts with its customers, who are primarily Prime Defense Contractors (“DoD Contractors”). Revenue in this segment is derived from the following activities:

●Engineering Services The segment provides engineering services that support customer-led defense programs. These services generally include the development of design concepts, design and fabrication of prototypes, limited-quantity production of approved designs, and program-lifecycle support activities such as obsolescence management.
●Proprietary Product Sales The segment manufactures and supplies various proprietary products, including Thermite® and FireSafe®, for use in defense and related applications.
●Warranty Obligations The segment provides warranty coverage in accordance with contractual terms for products and services delivered to customers.
●Post-Sale Service and Repair The segment perform post-delivery services, including maintenance, repair, and other support activities, as required under customer agreements.

Note 2 – REVENUE RECOGNITION (Continued)

With respect to revenues related to our Defense Engineering Services Business, there are contracts in place that specify the fixed hourly rate and other reimbursable costs to be billed based on material and direct labor hours incurred and revenue is recognized on these contracts based on material costs and the direct labor hours incurred. Revenues from fixed-price contracts are recognized on the percentage of completion method, measured by the percentage of costs incurred to date (materials and direct labor hours) against the estimated total cost (materials and direct labor hours) for each contract. This method is used as we consider expenditures for direct materials and labor hours to be the best available measure of progress on these contracts.

On a quarterly basis, we examine all our fixed-price contracts to determine if there are any losses to be recognized during the period. Any such loss is recorded in the quarter in which the loss first becomes apparent based upon costs incurred to date and the estimated costs to complete as determined by experience from similar contracts. Variations from estimated contract performance could result in adjustments to our operating results.

For contracts with multiple performance obligations, we recognize product revenue by allocating the transaction price to each performance obligation based on a relative standalone selling price basis and recognize revenue when performance obligations are met.

Recoverability of Deferred Costs

In accordance with Topic 606, we defer costs on projects for service revenue. Deferred costs consist primarily of incremental direct costs to customize and install systems, as defined in individual customer contracts, including costs to acquire hardware and software from third parties and payroll costs for our employees and other third parties. The pricing of these service contracts is intended to provide for the recovery of these types of deferred costs over the life of the contract.

We recognize such costs in accordance with our revenue recognition policy by contract. For revenue recognized under the percentage of completion method, costs are recognized as products are delivered or services are provided in accordance with the percentage of completion calculation. For revenue recognized over time, costs are recognized ratably over the term of the contract, commencing on the date of revenue recognition. At each quarterly balance sheet date, we review deferred costs, to ensure they are ultimately recoverable.

Any anticipated losses on uncompleted contracts are recognized when evidence indicates the estimated total cost of a contract exceeds its estimated total revenue.

Other Revenue Disclosures

See Notes 15 and 16 – Segment Analysis and Disaggregation of Revenue. These Notes, respectively, provide disclosure of our revenue by segment; revenues from external customers and cost of those revenues; and the split of revenue by geography including within and outside the USA.

Note 3 –COST OF REVENUES

Our cost of revenues includes the cost of raw materials and other direct costs associated with the production of our products and services. For sales made through the Company’s sales-agent distribution network, commission costs related to the specific transaction are included in cost of revenues. Participation in certain Requests for Proposals (“RFPs”) requires the use of these agents, and the related commissions are therefore considered directly attributable to the associated sales. All other sales-related expenses, including costs incurred in connection with unsuccessful bids, are recorded within selling, general and administrative expenses. As a component of the cost of revenues, commission costs incurred in the three month period ended April 30, 2026, and 2025 were $179,074 and $390,384, respectively. Commission costs in the six month period ended April 30, 2026, and 2025 were $480,512 and $635,893, respectively.

Note 4 –FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments include cash, cash equivalents, accounts receivable, accounts payable, and accrued expenses. The carrying amounts of cash, cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair values because of the short-term nature of these instruments.

Note 5 – FOREIGN CURRENCY TRANSLATION

Assets and liabilities are translated at the prevailing exchange rates at the balance sheet dates. Related revenues and expenses are translated at weighted average exchange rates in effect during the period presented. Stockholders’ equity is recorded at the historical exchange rates. Resulting translation adjustments are recorded as a separate component in stockholders’ equity as part of accumulated other comprehensive income or (loss) as may be appropriate. Foreign currency transaction gains and losses are included in the consolidated statements of income and comprehensive income.

Note 6 –OPERATING LEASES

We are contractually bound by a non-cancellable operating lease relating to our operating segment, PAL. Lease costs recognized in our consolidated financial statements are summarized as follows:

April 30,October 31,
20262025
Lease Liability$384,596$394,932
Future minimum lease payments$494,831518,953
Remaining life of the lease in years (Expires March 31, 2033)6.927.42
Discount Rate6.75%6.75%

Estimated future minimum lease payments and imputed interest as of April 30, 2026, are as follows:

YearsTotal
2026 (remaining 6 months)$32,644
202766,431
202868,424
202970,477
203072,591
Thereafter184,264
Total Future minimum lease payments494,831
Imputed Interest(110,235)
Total$384,596

Note 7 –COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS

Certified Deposit Interest Bearing Accounts for the period ended April 30, 2026, and 2025:

The Company has certified deposit interest-bearing accounts with its current bankers HSBC NA. These interest-bearing accounts are for fixed and rolling short-term periods not exceeding 3 months and are classified in our financial statements as “cash equivalent”. In addition, we have an interest-bearing deposit account with HSBC UK which has no access restrictions and tracks at 0.25% discount to the Bank of England base rate, which on April 30, 2026, had a rate of 3.75%. The table below indicates the interest income received and amounts which are held in certified deposit and unrestricted interest-bearing accounts as of April 30, 2026, and 2025, and interest earned for the respective six month periods then ending:

DepositInterestDepositInterest
April 30,April 30,April 30,April 30,
Country2026202620252025
USA$19,694,650$260,699$15,395,657$289,768
UK5,825,91756,4682,227,26936,864
Denmark-27,018-13,133
$25,520,567$344,185$17,622,926$339,765

Inventory consisted of the following as of:

April 30,October 31,
20262025
Raw materials and parts$10,953,337$10,622,753
Work in progress605,751565,147
Finished goods2,436,1682,448,612
Total Inventory$13,995,256$13,636,512

Other current assets consisted of the following as of:

April 30,October 31,
20262025
Deposits and other assets$68,219$59,715
Corporation Tax Prepaid149,629-
Employee Retention Credit Receivables212,300212,300
Other Foreign Tax Receivables103,350259,454
Total Other Current Assets$533,498$531,469

Note 7 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS (Continued)

Fixed Assets consisted of the following as of:

April 30,October 31,
20262025
Buildings$6,087,237$5,979,758
Land200,000200,000
Office machinery and equipment2,306,7712,194,151
Software378,333364,923
Rental assets3,156,4542,874,192
Furniture, fixtures and improvements1,670,0381,611,168
Totals13,798,83313,224,192
Less: accumulated depreciation(6,357,831)(5,928,401)
Total Property and Equipment, net7,441,0027,295,791
Right of use assets, net356,447372,647
Total Fixed Assets, net$7,797,449$7,668,438

Depreciation expense for the three months ended April 30, 2026, and 2025 was $202,184 and $219,092, respectively, and for the six months ended April 30, 2026, and 2025 was $418,610 and $424,738, respectively.

Property and equipment, net, by geographic areas were as follows:

April 30,October 31,
20262025
USA$2,013,073$1,990,372
Europe5,427,9295,305,419
Total Property and Equipment, net$7,441,002$7,295,791

Accrued Expenses and Other Current Liabilities consisted of the following as of:

April 30,October 31,
20262025
Accruals$464,517$759,323
Other Tax Payables1,379,8931,664,590
Employee Related58,36452,039
Total Accrued Expenses and Other Current Liabilities$1,902,774$2,475,952

Total Other Income, consisted of the following:

Three MonthsThree MonthsSix MonthsSix Months
EndedEndedEndedEnded
April 30,April 30,April 30,April 30,
2026202520262025
Grant Income$29,601$27,365$29,604$100,186
Gain on sale of asset133,674-133,674-
Other5,4864,9679,91610,813
Total Other Income$168,761$32,332$173,194$110,999
Interest Received171,915145,594344,185339,765
Total Other Income, net$340,676$177,926$517,379$450,764

Note 8 –CONTRACTS IN PROGRESS

Costs and estimated earnings in excess of billings on uncompleted contracts represent accumulated project expenses and fees which have not been invoiced to customers as of the balance sheet date. These amounts are stated on the consolidated balance sheets as Unbilled Receivables and as of April 30, 2026, and October 31, 2025, these were $2,384,890 and $2,988,779, respectively.

Deferred Revenue as of April 30, 2026, and October 31, 2025, was $1,967,944 and $1,781,876, respectively, and consist of billings in excess of costs and payments received for future obligations such as supply of products or services, or warranty and/or Through Life Support (“TLS”) obligations undertaken as part of our contracts.

Sales of equipment include a provision for warranty obligations or TLS services. The contractual components relating to warranty and TLS are treated as deferred revenue over the corresponding period of the Company’s obligations under these deferred arrangements and are amortized over the relevant obligation period (12 months is our standard warranty contract obligation or for TLS this may be 24, 36 or 60 months, depending on the contract) from the date of delivery under our contracts.

Deferred Revenue (“Current”) includes invoices paid by our customers in advance of delivery of products or services contracted, including technical support services to be delivered within twelve months, provision for warranty obligations which may arise in the twelve month period or the current portion of TLS obligations. Deferred Revenue was $1,929,476 and $1,722,796 as of April 30, 2026, and October 31, 2025, respectively.

NOTE 8 – CONTRACTS IN PROGRESS (Continued)

Deferred Revenue (“Current”) consisted of the following as of April 30, 2026 and October 31, 2025:

April 30,October 31,
20262025
Deferred Revenue$1,313,405$1,074,488
Customer Technical Support Obligations224,613308,683
Product Warranty391,458339,625
Total Deferred Revenues (“Current”)$1,929,476$1,722,796

Deferred Revenue (“Non-Current”) includes customer prepaid TLS services for future performance which extend beyond 12 months from the date of the balance sheet date. Deferred Revenue (“Non-Current”) was $38,468 and $59,080 as of April 30, 2026, and October 31, 2025, respectively.

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 Out2026 FY2027 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.

Note 10–CONCENTRATIONS

Significant Customers

During the three months ended April 30, 2026, the Company had no customers from whom it generated sales greater than 10% of net revenues.

During the three months ended April 30, 2025, the Company had three customers from whom it generated sales greater than 10% of net revenues. Revenue from these customers was $3,100,347, or 44.2% of our net consolidated revenues during the three months ended April 30, 2025. Receivables from these customers were $954,526, or 20.2% of net receivables as of April 30, 2025.

During the six months ended April 30, 2026, the Company had one customer from whom it generated sales greater than 10% of net consolidated revenues. Revenue from this customer was $1,385,987, or 10.2% of net consolidated revenues during the six months ended April 30, 2026. Receivables from this customer were $110,925 or 2.2% of net receivables as of April 30, 2026.

During the six months ended April 30, 2025, the Company had three customers from whom it generated sales greater than 10% of net consolidated revenues. Revenue from these customers was $4,178,358, or 34.2% of net consolidated revenues during the six months ended April 30, 2025. Receivables from these customers were $1,262,752 or 26.8% of net receivables as of April 30, 2025.

Note 11 –RECENT ACCOUNTING PRONOUNCEMENTS

On October 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 affects how we report segment information, starting with our Form 10-K for the year ended October 31, 2025 and our quarterly reports on Form 10-Q starting with our quarterly report for the quarter ended January 31, 2026. The ASU requires that we provide disclosures of significant segment expenses and other segment items that are regularly provided to our Chief Operating Decision Maker (“the CODM”) and included in each reported measure of segment profit or loss. We are required to disclose other segment items by reportable segment (i.e., the difference between reported segment revenue less the significant segment expenses (which are disclosed), less reported segment profit or loss). We adopted ASU 2023-07 standard on the effective date and our segment reporting is in accordance with this new standard on Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.

In November 2024, the FASB issued Accounting Standards Update 2024-03 entitled Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures, Disaggregation of Income Statement Expense (ASU 2024-03). The FASB issued ASU 2024-03 to improve the disclosure about a public business entity’s expense and to address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization and depletion) included in commonly presented expense captions (such as cost of revenues, SG&A and research and development. This is a disclosure-only standard, and the Company expects to adopt ASU 2024-03 on November 1, 2026, and include the interim disclosures beginning with our quarterly report on Form 10-Q for the quarter ended January 31, 2027.

In December 2023, the FASB issued Accounting Standards Update 2023-09 entitled Income Taxes (Topic 740), Improvements to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. Essentially ASU 2023-09 requires significantly more granularity regarding the items that impact the determination and disclosure of the effective income tax rate. The effective income tax rate reconciliation will be broken down into nine tax categories, as applicable and requires a lower materiality threshold related to income tax disclosures. This disclosure standard is effective for annual periods beginning after December 15, 2024, which means that the Company will adopt this standard effective November 1, 2026. The Company has all the information available to make these disclosures and is reviewing the best way to present the information in accordance with ASU 2023-09.

In March 2025, the FASB issued Accounting Standards Update 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. Certain Securities and Exchange Commission rules are included in the FASB’s Accounting Standards Codification. ASU 2025-02 incorporates those amendments into the Accounting Standards Codification. This ASU doesn’t change any GAAP, and the Company is already subject to all the SEC’s rules and regulations, so ASU 2025-02 will not have any effect on the Company.

In November 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. There are two amendments in ASU 2025-05, only one of which relates to public companies. That amendment permits a company to assume that the economic conditions at the time of a sale that is recorded in current accounts receivable and any related contract assets are reflective of future economic conditions, such that an entity does not need to consider future economic changes in its determination of its allowance for credit losses. The amendments in ASU 2025-05 will be effective for public companies for annual reporting periods after beginning after December 15, 2025. The Company will adopt ASU 2025-05 on its effective date.

In December 2025, the FASB issued Accounting Standards Update 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The amendments in ASU 2025-10 address when it is appropriate to recognize a government grant and how to account for that government grant. In accordance with ASU 2025-10, government grants will be realized ratably over the life of an asset or as deferred income if the government grant relates to amounts that offset an entity’s operating costs. The accounting in ASU 2025-10 is not applicable to transactions within the scope of Topic 740, Accounting for Income Taxes, below-market interest rate loans and government guarantees. The amendments are effective for public companies for annual reporting periods beginning after December 15, 2028, and early adoption is permitted. The Company receives government grants from time to time and will implement the standard on its effective date.

In December 2025, the FASB issued Accounting Standards Update 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments in ASUY 2025-11 are more organizational in nature in that they are consolidating the interim reporting requirements in other Accounting Standards Codification topics to make Topic 270 more understandable and easier to use and they have added one additional disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The amendments in ASU 2025-11 can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company will comply with the amendments in this standard beginning on the effective date.

In December 2025, the FASB issued Accounting Standards Update 2025-12 entitled Codification Improvements. ASU 2025-12 is the latest in a series of updates that the FASB makes to the existing GAAP literature to amend or supplement that literature related to minor changes and corrections that have identified and made amendments to 33 Accounting Standard Codification topics. This ASU is effective for annual reporting periods that begin after December 15, 2026, and interim periods within those annual reporting periods. Based on the Company’s review of ASU 2025-12, it is not expected that any of the amendments will have any effect on the Company’s financial statements.

Note 12 –GOODWILL AND IDENTIFIED INTANGIBLE ASSETS

Intangibles consisted of the following as of:

April 30, 2026 · October 31, 2025
Finite-lived · Average
intangible · Life · Gross · Accumulated · Gross · Accumulated
assets · (Years) · Asset · Amortization · Net · Asset · Amortization · Net
Customer Relationships10$-$-$-$919,503$(919,503)$-
Non Compete Agreements4224,637(84,239)140,398423,548(255,744)167,804
Value of Technology72,947,155(631,533)2,315,6222,947,155(426,070)2,521,085
Patents10883,750(380,209)503,541845,906(355,207)490,699
Total intangible assets$4,055,542$(1,095,981)$2,959,561$5,136,112$(1,956,524)$3,179,588

Amortization of intangible assets for the three months ended April 30, 2026 and 2025 was $134,697 and $116,575, respectively, and for the six months ended April 30, 2026 and 2025 was $271,309 and $244,334, respectively.

Note 12 – GOODWILL AND IDENTIFIED INTANGIBLE ASSETS (Continued)

Goodwill consisted of the following as of:

April 30,October 31,
20262025
*Coda Octopus Engineering, Inc.$2,038,669$2,038,669
Coda Octopus Products Ltd.62,31562,315
Coda Octopus Martech Ltd.1,281,1241,281,124
Precision Acoustics Ltd.257,226257,226
Goodwill$3,639,334$3,639,334
*This business unit changed its name from Coda Octopus Colmek, Inc. with effect from March 17, 2025.

Note 13–EARNINGS PER SHARE

Basic earnings per share are calculated using our weighted-average outstanding common shares. Diluted earnings per share (reflecting the effect of all potentially dilutive securities – which are principally stock options and restricted stock grants) are calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method.

Three MonthsThree MonthsSix MonthsSix Months
EndedEndedEndedEnded
April 30,April 30,April 30,April 30,
Fiscal Period2026202520262025
Numerator:
Net Income$1,697,810$908,762$2,628,533$1,821,737
Denominator:
Basic weighted average common shares outstanding11,274,96111,221,08011,272,73211,223,528
Unexercised portion of options and restricted stock awards10,84785,74810,84785,748
Diluted outstanding shares11,285,80811,306,82811,283,57911,309,276
Net income per share
Basic$0.15$0.08$0.23$0.16
Diluted$0.15$0.08$0.23$0.16

Note 14 –2017 AND 2021 STOCK INCENTIVE PLANS

2017 and 2021 Stock Incentive Plan (together “SIPs”)

On December 6, 2017, the Board of Directors adopted the 2017 Stock Incentive Plan (the “2017 Plan”). The purpose of the Plan is to advance the interests of the Company and its stockholders by enabling the Company and its subsidiaries to attract and retain qualified individuals through opportunities for equity participation in the Company, and to reward those individuals who contribute to the Company’s achievement of its economic objectives. The 2017 Plan was adopted subject to Stockholders’ approval and was approved by Stockholders at the Company’s Annual General Meeting held on July 24, 2018, and provides for a maximum of 913,612 to be issued under this 2017 Plan. On July 12, 2021, a second plan was adopted by the Board of Directors (“2021 Plan”). The 2021 Plan is identical to the 2017 Plan in all material respects except that the maximum number of shares allocated for issuance is 1,000,000.

The shares allocated for issuance under the SIPs may, at the election of the Compensation Committee, be either treasury shares or shares authorized but unissued, and, if treasury shares are used, all references in the SIPs to the issuance of shares will, for corporate law purposes, be deemed to mean the transfer of shares from treasury.

During the three months ended April 30, 2026, no new stock awards were granted, andno stock options were exercised. A total of 6,880 restricted stock awards that matured in the first quarter of fiscal 2026 were settled, resulting in the issuance of 5,577 shares of common stock and 1,303 shares of treasury stock. In addition,2,500 restricted stock awards were cancelled. A further 5,847 restricted stock awards matured during the Current Quarter but remain unissued.

During the six months ended April 30, 2026, no new stock awards were granted, andno stock options were exercised. In total,5,577 shares of common stock were issued and 1,303 shares of treasury stock were created in connection with restricted stock award settlements, and 2,500 restricted stock awards were cancelled. An additional 5,847 restricted stock awards matured during the quarter ended April 30, 2026 but were not issued.

As of April 30, 2026, there were 1,410,611 shares available for future issuance under the SIPs.

During the three month periods ended April 30, 2026, and 2025, we recorded a stock compensation benefit of $13,704 in 2026, primarily due to the cancellation of a restricted stock award, and stock compensation expense of $66,239 in 2025. During the six month periods ended April 30, 2026, and 2025, stock compensation expense totaled $13,285 and $166,384, respectively.

Note 15 –SEGMENT ANALYSIS

We operate three reportable segments, “Marine Technology Business”, “Acoustic Sensors and Materials Business”, and the “Defense Engineering Services Business” (together the “Business Segments”).

These Business Segments are managed separately based upon fundamental differences in their operations, market segments and resource allocation. Segment operating income is total segment revenue reduced by cost of revenues and operating expenses, R&D and SG&A identifiable with the reporting business segment. Corporate expenses include general corporate administrative costs.

Our Chief Operating Decision Maker (CODM) is our Chief Executive Officer. The CODM evaluates the operating results and performance of all Business Segments using GAAP reporting for revenue, expenses, and net income by segment. This financial information is used to assess operating trends, perform analytical comparisons, benchmark performance between periods and across geographic regions, make investment decisions, and monitor budget-to- actual performance on a monthly, quarterly and annual basis.

The net revenues shown in this Note 15 in the tables below comprise sales that have been made externally. Inter-company sales between our reportable segments are eliminated from our consolidated income statement. For segment reporting purposes, we have, however, included in the Supplemental Disclosures below information on inter-company sales in the reporting period. Inter-company sales are not included in our consolidated net revenues reported.

Marine Technology Business (“Products”)

The Marine Technology Business constitutes our core business in the Group and receives most of our resource allocation. It is a supplier of various underwater technologies, including new generation real time 3D imaging sensors and augmented reality diving technologies to the subsea market.

Acoustic Sensors and Materials Business (“PAL”)

PAL is a supplier of acoustic sensors, acoustics tests environments, and acoustics materials. PAL’s sensors are primarily used for precision ultrasonic measurement, serving a broad range of markets including medical, subsea, defense, universities, and research and development institutes.

Defense Engineering Services Business (“Services”)

The Defense Engineering Services Business consists of two discrete business operations – one U.S.- based and the other U.K.- based. They operate primarily as subcontractors to prime defense contractors providing engineering services and supplying proprietary sub-assemblies that typically form part of larger mission critical defense systems.

The following tables summarize segment asset and operating balances by reportable segment for the three and six months ended April 30, 2026, and 2025, respectively.

The Company’s reportable business segments sell their goods and services in four geographic locations:

●Americas
●Europe
●Australia/Asia
●Middle East/Africa

NOTE 15 - SEGMENT ANALYSIS (Continued)

Marine Technology Business (“Products”) · Acoustic Sensors and Materials Business (“PAL”) · Defense Engineering Services Business (“Services”) · Corporate · Total
Net Revenues$2,839,592$1,525,824$2,538,596$-$6,904,012
Cost of Revenues654,497706,200965,266-2,325,963
Gross Profit2,185,095819,6241,573,330-4,578,049
Research & Development456,067110,56781,670-648,304
Selling, General & Administrative785,292429,144546,478375,8552,136,769
Total Operating Expenses1,241,359539,711628,148375,8552,785,073
Income (Loss) from Operations943,736279,913945,182(375,855)1,792,976
Other Income
Other Income139,16029,601--168,761
Interest Income133,65789132,2055,162171,915
Total Other Income, net272,81730,49232,2055,162340,676
Income (Loss) before Income Taxes1,216,553310,405977,387(370,693)2,133,652
Income Tax (Expense) Benefit
Current Tax Benefit (Expense)39,814(123,260)(148,826)(199,931)(432,203)
Deferred Tax (Expense)---(3,639)(3,639)
Total Income Tax Benefit (Expense)39,814(123,260)(148,826)(203,570)(435,842)
Net Income (Loss)$1,256,367$187,145$828,561$(574,263)$1,697,810
Supplemental Disclosures
Total Assets$39,029,688$7,862,369$16,054,543$4,392,180$67,338,780
Total Liabilities$2,248,580$1,884,988$1,686,912$104,068$5,924,548
Revenues from Intercompany Sales - eliminated from sales above$992,105$9,175$41,173$775,000$1,817,453
Depreciation and Amortization$136,594$182,744$18,311$12,021$349,670
Purchases of Long-lived Assets$30,427$32,542$14,957$43,339$121,265
Marine Technology Business (“Products”) · Acoustic Sensors and Materials Business (“PAL”) · Defense Engineering Services Business (“Services”) · Corporate · Total
Net Revenues$3,878,090$1,299,069$1,840,300$-$7,017,459
Cost of Revenues1,251,417449,664819,097-2,520,178
Gross Profit2,626,673849,4051,021,203-4,497,281
Research & Development565,38595,26629,344-689,995
Selling, General & Administrative1,097,358608,923540,091473,2302,719,602
Total Operating Expenses1,662,743704,189569,435473,2303,409,597
Income (Loss) from Operations963,930145,216451,768(473,230)1,087,684
Other Income
Other Income4,96727,365--32,332
Interest Income86,3581,29025,95431,992145,594
Total Other Income91,32528,65525,95431,992177,926
Income (Loss) before Income Taxes1,055,255173,871477,722(441,238)1,265,610
Income Tax (Expense)
Current Tax (Expense)(32,658)(167,083)-(174,960)(374,701)
Deferred Tax Benefit---17,85317,853
Total Income Tax (Expense)(32,658)(167,083)-(157,107)(356,848)
Net Income (Loss)$1,022,597$6,788$477,722$(598,345)$908,762
Supplemental Disclosures
Total Assets$37,175,601$7,036,570$13,538,446$2,839,527$60,590,144
Total Liabilities$2,689,882$1,241,450$609,333$160,982$4,701,647
Revenues from Intercompany Sales - eliminated from sales above$2,189,543$19,339$83,921$300,000$2,592,803
Depreciation and Amortization$134,486$173,022$15,823$12,336$335,667
Purchases of Long-lived Assets$4,997$6,635$12,579$-$24,211
Marine Technology Business (“Products”) · Acoustic Sensors and Materials Business (“PAL”) · Defense Engineering Services Business (“Services”) · Corporate · Total
Net Revenues$6,194,595$3,109,583$4,309,946$-$13,614,124
Cost of Revenues1,482,8771,231,3771,954,787-4,669,041
Gross Profit4,711,7181,878,2062,355,159-8,945,083
Research & Development852,943220,576180,887-1,254,406
Selling, General & Administrative1,866,926922,2521,117,990980,4634,887,631
Total Operating Expenses2,719,8691,142,8281,298,877980,4636,142,037
Income (Loss) from Operations1,991,849735,3781,056,282(980,463)2,803,046
Other Income
Other Income143,59029,604--173,194
Interest Income259,0822,13755,01027,956344,185
Total Other Income, net402,67231,74155,01027,956517,379
Income (Loss) before Income Taxes2,394,521767,1191,111,292(952,507)3,320,425
Income Tax (Expense) Benefit
Current Tax (Expense)(128,737)(227,982)(178,806)(159,894)(695,419)
Deferred Tax Benefit---3,5273,527
Total Income Tax (Expense)(128,737)(227,982)(178,806)(156,367)(691,892)
Net Income (Loss)$2,265,784$539,137$932,486$(1,108,874)$2,628,533
Supplemental Disclosures
Total Assets$39,029,688$7,862,369$16,054,543$4,392,180$67,338,780
Total Liabilities$2,248,580$1,884,988$1,686,912$104,068$5,924,548
Revenues from Intercompany Sales - eliminated from sales above$1,527,880$22,009$61,749$1,550,000$3,161,638
Depreciation and Amortization$283,416$370,240$36,682$25,224$715,562
Purchases of Long-lived Assets$92,820$44,403$22,951$43,339$203,513
Marine Technology Business (“Products”) · Acoustic Sensors and Materials Business (“PAL”) · Defense Engineering Services Business (“Services”) · Corporate · Total
Net Revenues$6,153,899$2,611,330$3,461,945$-$12,227,174
Cost of Revenues1,863,585951,7811,486,057-4,301,423
Gross Profit4,290,3141,659,5491,975,888-7,925,751
Research & Development971,197186,23075,694-1,233,121
Selling, General & Administrative1,663,222847,1771,177,9871,254,5384,942,924
Total Operating Expenses2,634,4191,033,4071,253,6811,254,5386,176,045
Income (Loss) from Operations1,655,895626,142722,207(1,254,538)1,749,706
Other Income
Other Income10,813100,186--110,999
Interest Income241,6713,59253,31041,192339,765
Total Other Income252,484103,77853,31041,192450,764
Income (Loss) before Income Taxes1,908,379729,920775,517(1,213,346)2,200,470
Income Tax (Expense) Benefit
Current Tax (Expense)(81,532)(167,083)-(174,960)(423,575)
Deferred Tax Benefit--44,84244,842
Total Income Tax (Expense) Benefit(81,532)(167,083)-(130,118)(378,733)
Net Income (Loss)$1,826,847$562,837$775,517$(1,343,464)$1,821,737
Supplemental Disclosures
Total Assets$37,175,601$7,036,570$13,538,446$2,839,527$60,590,144
Total Liabilities$2,689,882$1,241,450$609,333$160,982$4,701,647
Revenues from Intercompany Sales - eliminated from sales above$3,111,874$22,091$102,734$612,000$3,848,699
Depreciation and Amortization$281,817$329,392$32,527$25,336$669,072
Purchases of Long-lived Assets$23,295$113,977$15,047$-$152,319

NOTE 16 –DISAGGREGATION OF NET REVENUE

Information about the Company’s operations in different geographic areas for the three months and six months ended April 30, 2026 and 2025, is shown below. Net revenues were attributed to geographic areas based on the location of the customer.

Marine Technology Business (“Products”)Acoustic Sensors and Materials Business (“PAL”)Defense Engineering Services Business (“Services”)Total
Disaggregation of Total Net Revenues
Primary Geographical Markets
Americas$573,083$311,322$788,204$1,672,609
Europe475,734958,2881,750,3923,184,414
Australia/Asia1,423,313213,917-1,637,230
Middle East/Africa367,46242,297-409,759
Total Revenues$2,839,592$1,525,824$2,538,596$6,904,012
Major Goods/Service Lines
Equipment Sales$1,763,606$1,350,500$37,169$3,151,275
Equipment Rentals761,338--761,338
Software Sales134,954--134,954
Engineering Parts--2,099,3012,099,301
Services179,694175,324402,126757,144
Total Revenues$2,839,592$1,525,824$2,538,596$6,904,012
Goods transferred at a point in time$1,898,560$1,350,500$37,169$3,286,229
Services transferred over time941,032175,3242,501,4273,617,783
Total Revenues$2,839,592$1,525,824$2,538,596$6,904,012

NOTE 16 – DISAGGREGATION OF NET REVENUE (Continued)

Marine Technology Business (“Products”)Acoustic Sensors and Materials Business (“PAL”)Defense Engineering Services Business (“Services”)Total
Disaggregation of Total Net Revenues
Primary Geographical Markets
Americas$1,423,701$176,799$1,143,682$2,744,182
Europe254,107551,654696,6181,502,379
Australia/Asia2,200,282548,276-2,748,558
Middle East/Africa-22,340-22,340
Total Revenues$3,878,090$1,299,069$1,840,300$7,017,459
Major Goods/Service Lines
Equipment Sales$3,319,322$1,134,281$45,583$4,499,186
Equipment Rentals168,791--168,791
Software Sales228,053--228,053
Engineering Parts--1,603,7891,603,789
Services161,924164,788190,928517,640
Total Revenues$3,878,090$1,299,069$1,840,300$7,017,459
Goods transferred at a point in time$3,547,375$1,134,281$45,583$4,727,239
Services transferred over time330,715164,7881,794,7172,290,220
Total Revenues$3,878,090$1,299,069$1,840,300$7,017,459
Marine Technology Business (“Products”)Acoustic Sensors and Materials Business (“PAL”)Defense Engineering Services Business (“Services”)Total
Disaggregation of Total Net Sales
Primary Geographical Markets
Americas$848,660$495,412$1,190,118$2,534,190
Europe920,8941,534,1163,119,8285,574,838
Australia/Asia4,024,400974,300-4,998,700
Middle East/Africa400,641105,755-506,396
Total Revenues$6,194,595$3,109,583$4,309,946$13,614,124
Major Goods/Service Lines
Equipment Sales$4,035,486$2,651,976$80,165$6,767,627
Equipment Rentals1,508,295--1,508,295
Software Sales344,044--344,044
Engineering Parts--3,522,2483,522,248
Services306,770457,607707,5331,471,910
Total Revenues$6,194,595$3,109,583$4,309,946$13,614,124
Goods transferred at a point in time$4,379,530$2,651,976$80,165$7,111,671
Services transferred over time1,815,065457,6074,229,7816,502,453
Total Revenues$6,194,595$3,109,583$4,309,946$13,614,124

NOTE 16 – DISAGGREGATION OF NET REVENUE (Continued)

Marine Technology Business (“Products”)Acoustic Sensors and Materials Business (“PAL”)Defense Engineering Services Business (“Services”)Total
Disaggregation of Total Net Revenues
Primary Geographical Markets
Americas$1,778,337$432,222$1,832,460$4,043,019
Europe577,6501,197,1281,629,4853,404,263
Australia/Asia3,792,093920,744-4,712,837
Middle East/Africa5,81961,236-67,055
Total Revenues$6,153,899$2,611,330$3,461,945$12,227,174
Major Goods/Service Lines
Equipment Sales$5,054,063$2,298,077$187,511$7,539,651
Equipment Rentals393,234--393,234
Software Sales348,84859,600-408,448
Engineering Parts--2,820,1992,820,199
Services357,754253,653454,2351,065,642
Total Revenues$6,153,899$2,611,330$3,461,945$12,227,174
Goods transferred at a point in time$5,402,911$2,357,677$202,608$7,963,196
Services transferred over time750,988253,6533,259,3374,263,978
Total Revenues$6,153,899$2,611,330$3,461,945$12,227,174

Note 17 –INCOME TAXES

The Company accounts for income taxes in accordance with ASC 740,Income Taxes. Our provision for, or benefit from, income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are recognized in the relevant period. We update our estimate of the annual effective tax rate each quarter based on the most current information available. Any change in the estimated annual effective tax rate is recorded as a cumulative adjustment in the period in which the change is identified.

Our quarterly income tax provision, as well as our quarterly estimate of the annual effective tax rate, may vary significantly from period to period. This variability is driven by several factors, including the inherent difficulty in forecasting pre-tax income or loss and the jurisdictions in which such results are expected to occur; the impact of intercompany transactions; the applicability of special tax regimes; changes in our operating structure; fluctuations in our stock price; foreign currency gains and losses; and changes in tax laws, regulations, or administrative practices. Our effective tax rate may be more or less volatile depending on the level of pre-tax income or loss in a given period.

The One Big Beautiful Bill Act of 2025 (the “2025 Tax Act”) was enacted on July 4, 2025. The 2025 Tax Act includes several changes to U.S. corporate income tax rules, including the reinstatement of 100% accelerated depreciation for qualified property, retroactive to January 20, 2025, and the immediate expensing of domestic research and development costs, retroactive to January 1, 2025. For fiscal year 2026, we do not expect these provisions to result in significant changes to our U.S. cash tax obligations.

Beginning in fiscal year 2027, we expect our income tax provision to increase primarily due to a reduction in our foreign income deduction under the global intangible low-taxed income (“GILTI”) provisions of the 2025 Tax Act.

The Company continues to evaluate the impact of the 2025 Tax Act and other enacted or proposed tax law changes as additional guidance becomes available. Any resulting adjustments will be recognized in the period in which such information becomes available and the effects can be reasonably estimated.

We estimate that the Company’s effective tax rate for the three months ended April 30, 2026, and 2025, was 20.4% and 28.2%, respectively. In the three months ended April 30, 2026, and 2025, we recorded current income tax expense of $432,203 and $374,701, respectively

We estimate that the Company’s effective tax rate for the six months ended April 30, 2026, and 2025, was 20.8% and 17.2%, respectively. In the six months ended April 30, 2026, and 2025, we recorded current income tax expense of $695,419 and $423,575, respectively.

In the three and six months ended April 30, 2026, the Company recorded a deferred tax expense of $3,639 and benefit of $3,527 respectively, compared to a deferred tax benefit in the previous three and six months to April 30, 2025, of $17,853 and $44,842 respectively.

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