UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, ~~2023~~2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-38154

CODA OCTOPUS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		34-2008348
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

3300 S Hiawassee Rd, Suite 104-105, Orlando, Florida, 32835

(Address, Including Zip Code of Principal Executive Offices)

407 735 2406

(Issuer’s telephone number)

Securities registered under Section 12(b) of the Exchange Act:

COMMON STOCK, $0.001 PAR VALUE PER SHARE

Securities registered under Section 12(g) of the Exchange Act:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

●	Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive offers during the relevant recovery period pursuant to §240.10D-1(b).  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

● State issuer’s revenues for its most recent fiscal year: $1920,~~352~~316,~~088~~161 ● State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of April 30, ~~2023~~2024 representing the last business day of the registrant’s most recently completed second fiscal quarter: approximately 37$41,~~700~~343,000. ● State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 11,~~164~~218,~~483~~804 as of January 25, ~~2024~~2025.

TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	1620
ITEM 1B.	UNRESOLVED STAFF COMMENTS	1620
ITEM 1C.	CYBERSECURITY	1620
ITEM 2.	PROPERTIES	1721
ITEM 3.	LEGAL PROCEEDINGS	1721
ITEM 4.	MINE SAFETY DISCLOSURES	1721
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	1822
ITEM 6.	SELECTED FINANCIAL DATA	1822
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1923
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3439
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	3439
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	3439
ITEM 9A	CONTROLS AND PROCEDURES	3439
ITEM 9B	OTHER INFORMATION	3439
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.	3439
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	3540
ITEM 11.	EXECUTIVE COMPENSATION	4145
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	4347
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	4448
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	4448
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	4549
SIGNATURES		4650

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K (this “Annual Report”) contains forward-looking statements, which are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact but rather reflect our current expectations, estimates and predictions about future results and events. These statements may use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “predict,” “project” and similar expressions or variations of such words are intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements in this Annual Report. The identification of certain statements as “forward-looking” is not intended to mean that other statements not specifically identified are not forward-looking. All statements other than statements about historical facts are statements that could be deemed forward-looking statements, including, but not limited to, statements that relate to our future revenue, product development, customer demand, market share, growth rate, competitiveness, gross margins, levels of research, development and other related costs, expenditures, tax expenses, cash flows, our management’s plans and objectives for our current and future operations, the levels of customer spending or research and development activities, and related events, general economic conditions, and the sufficiency of financial resources to support future operations and capital expenditures.

When we make forward-looking statements, we are basing them on our management’s beliefs and assumptions, using information currently available to us. These forward-looking statements are subject to risks, uncertainties, and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this Annual Report. Factors that can cause or contribute to these differences include those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statement you read in this Annual Report reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us, or individuals acting on our behalf are expressly qualified in their entirety by this paragraph. You should specifically consider the factors identified in this Annual Report, which would cause actual results to differ before making an investment decision. We are under no duty to update any of the forward-looking statements after the date of this Annual Report or to conform these statements to actual results.

PART I

ITEM 1. BUSINESS

Corporate Information

Our principal executive offices are located at 3300 S. Hiawassee Rd, Orlando, FL 32835. Our telephone number is +1 (407) 735-2406. We maintain a corporate website at www.codaoctopusgroup.com. ~~(the Company’s website).~~ The reference to the Company’s website address does not constitute incorporation by reference ~~in this Form 10-K~~ of the information ~~contained~~ on the Company’s website into this Form 10-K.

Overview

Coda Octopus Group, Inc. (“Coda” “the Company” or “we”), through its wholly owned subsidiaries, operates two distinct ~~businesses~~segments:

	●	the Marine Technology Business (also referred to in this Form 10-K as “Products Business”, “Products Operations” or “Products Segment”); and

	●	the Marine Engineering Business (also referred to in this Form 10-K as “Engineering Business”, “Engineering Operations”, or “Services Segment”).

~~An overview~~Marine ~~organization~~Technology ~~chart~~Business ~~showing the subsidiaries within each operating segment is set out in this Item 1~~ (~~Business)~~Products ~~of the Form 10-K.~~Segment)

~~Throughout~~Our ~~this~~Marine ~~Form10-K~~Technology weBusiness ~~use~~is ~~certain~~a ~~terminologies~~technology insolution provider to the ~~context~~underwater ofmarket. ~~our~~It owns key proprietary and unique technology comprising its real time volumetric imaging sonar technology (Echoscope® ~~underwater~~technology) ~~imaging~~and diving technology ~~such~~(Diver Augmented asVision ~~2D,~~Display 3D- “DAVD”), 4Dboth of which are applicable to the underwater market, 5Dand which are used in the commercial offshore and 6Ddefense ~~which~~sectors. ~~have~~It ~~particular~~also ~~meaning~~sells other proprietary subsea products such as its geophysical hardware and software solutions and inertial navigation systems. InAll ~~this~~innovations, ~~Form~~design, ~~10-K~~development ~~the~~and ~~meanings~~manufacturing of ~~these~~our ~~terminologies~~products are performed ~~set~~within ~~out~~the ~~below~~Company. As part of our patent strategy, we endeavor to actively protect our innovations by seeking patent protection where appropriate.

In geometry, a three-dimensional space (3D) is a space in which a set of three coordinates are required to define the position of a point. These coordinates are in our industry referred to as X, Y and Z, where:
X	This is range in front of the sonar computed from time
Y	This is the position horizontally in front of the sonar computed by directionality of the point in space
Z	This is depth of the point in space relative to the sonar

Conversely, a two-dimensional space (2D) is where all points are placed on a flat plane or surface and only comprise of two coordinates being X and Y with no knowledge of the depth of the point in 3D space.

Traditional Sonar	2D	Two-Dimension: Generates a slice of data (2D image) in front of the sonar in X (range) and Y (horizontally) but with no knowledge of the Depth of the point in space
	3D	Three-Dimension: Generates a single profile of 3D data (3D profile) containing XY&Z coordinates but where multiple 3D profiles must be taken consecutively to complete a volume in front of the sonar
Unique to Coda Octopus	4D (or 3D Real-Time Imaging)	Four-Dimension: Generates a true 3D Volume Image (depth map) in a single capture and therefore is analogous to a video versus a picture enabling the aggregation of multiple 4D images to the map and also to visualize moving objects in the scene
	5D	Five-Dimension: The ability to return multiple detected 3D Volume Images (depth maps) in a single capture, known as full time series data and provides the benefit to equally detect targets at farther ranges (background) as well as near targets (foreground)
	6D	Six-Dimension: The ability to generate multiple 4D images using different filtering and beamforming parameters from the same capture. This allows different treatment of the detected targets to allow easier interpretation and real-time decision making.

Our Marine Technology Business is a technology solution provider to the subsea and underwater market. It owns key proprietary technology comprising its real time volumetric imaging sonar technology (Echoscope® technology) and diving technology (“DAVD” or Diver Augmented Vision Display), both of which are applicable to the underwater defense and commercial markets. All innovations, design, development and manufacturing of our technology and solutions are performed within the Company with the exception of sub-component assemblies. We endeavor to actively protect our innovations by seeking patent protection. This is a part of our strategy to maintain our competitive lead in the areas in which we specialize.

Our imaging sonar technology products and solutions marketed under the name of Echoscope® and Echoscope PIPE® are used primarily in the underwater construction market, offshore renewables, and offshore oil and gas, complex underwater mapping, salvage operations, dredging, bridge inspection, navigation of underwater hazard, port and harbor security, mining, fisheries, commercial and defense diving, marine sciences sectors and more broadly applications for real time 3D monitoring, inspection and visualization underwater. Uniquely, the Echoscope® technology is a single sensor for multiple underwater applications (which sets it apart from competing technologies). Our diving technology marketed under the name “CodaOctopus® DAVD” addresses the global defense and commercial diving markets. It has the potential to radically change how diving operations are performed globally because it delivers real time information simultaneously to the divers underwater and their surface-based dive supervisors. It also allows diving operations to be performed in zero visibility water conditions which is a safety challenge for many diving operations. DAVD’s concept of using a pair of glasses inside the face mask, helmet or other diving suits is protected by patent. The Company has an exclusive license to exploit this utility patent.

The Marine Technology Business operates thorough our wholly owned subsidiaries Coda Octopus Products, Inc (Orlando), Coda Octopus Products Ltd (UK), Coda Octopus Products A/S (Denmark and branch office Coda Octopus Products A/S in The Netherlands), and Coda Octopus Products (India) Private Limited (India).

Our Marine Engineering Businesses are suppliers of embedded solutions and sub-assemblies which they design and manufacture and sell into mission critical integrated defense systems. The Services Segment established its business in 1977 and has been supporting a number of significant defense programs of record for over 40 years, including Raytheon’s CIWS and Northrop Grumman’s Mine Hunting Systems Program. The Services Segment’s business model entails designing sub-assembly prototypes which are utilized in broader defense programs. These prototypes contracts typically lead to contracts for the manufacture, repair and upgrade of these sub-assemblies for the life of the program. We enjoy sole source status for the parts that we design and supply into these programs. This business model ensures recurring and long tail revenues since we continue to supply these parts, typically for the life of the program, which can span decades. Coda Octopus Colmek, Inc. and Coda Octopus Martech Ltd, qualify as small businesses. This opens opportunities under state requirements to collaborate with Prime Defense Contractors on these programs. A significant part of the revenues generated by the Marine Engineering Business is highly concentrated and are usually derived from a small number of prime defense contractors such as Raytheon or Northrop. In any one financial year, between 20% to 30% of our consolidated revenues may be derived from these customers either alone or collectively.

~~The~~Our ~~Services~~imaging ~~Segment~~sonar ~~operates~~series ~~through~~is ~~our~~marketed under ~~wholly~~the name Echoscope® and Echoscope PIPE® and are ~~owned~~used ~~subsidiaries~~primarily in the underwater construction, ~~Coda~~offshore ~~Octopus~~renewables, ~~Colmek~~and offshore oil and gas, ~~Inc~~complex ~~(“Colmek”)~~underwater ~~which~~mapping, wesalvage operations, ~~acquired~~dredging, bybridge ~~the~~inspection, ~~Company~~navigation inof ~~2007~~underwater hazard, ~~based~~port inand ~~Salt~~harbor ~~Lake City~~security, ~~Utah~~mining, commercial and ~~Coda~~defense diving, ~~Octopus~~marine ~~Martech~~sciences ~~Limited~~sectors ~~(“Martech”)~~and ~~which~~more ~~was~~broadly ~~acquired~~applications byfor real time 3D monitoring, inspection and visualization underwater. Uniquely, the ~~Company~~Echoscope® technology is a single sensor for multiple underwater applications that can be used to image in ~~2006~~3D, ~~based~~moving objects in ~~Portland,~~zero visibility water conditions. Competing technologies such as the multibeam primary function is ~~United~~for ~~Kingdom~~mapping the seabed and are not real time 3D sonars.

Our diving technology marketed under the name “CodaOctopus^®DAVD” addresses the global defense and commercial diving markets. We have two variants of the DAVD: the tethered and untethered variant. The tethered variant is used with a connection to a surface vessel and the untethered variant is not connected to a surface mothership for air supply.

The DAVD solution has the potential to radically change how diving operations are performed globally because it delivers real time information simultaneously to the divers underwater and their surface-based dive supervisors. The DAVD Head- Up Display (“HUD”) is used as a data portal for the diver while underwater. Various types of information are displayed to the diver in the HUD in real time and there by obviating the need for voice instructions.

The DAVD untethered solution (“DUS”) is designed for the Defense and Military market where diving is performed without connection to a surface vessel. These divers are typically military divers performing special forces operations, mine detection and clearance or reconnaissance and surveillance. Similar to the tethered variant, the DAVD HUD is used for displaying a range of mission-related information to the diver.

DAVD’s concept of using a pair of glasses, which is capable of augmented reality display, inside the face mask, helmet or other diving suits is protected by patent. The Company has an exclusive license to exploit this utility patent.

The Marine Technology Business operates through our wholly owned subsidiaries Coda Octopus Products, Inc., (Orlando), Coda Octopus Products Ltd (UK), Coda Octopus Products A/S (Denmark) and branch office Coda Octopus Products A/S in The Netherlands)), and Coda Octopus Products (India) Private Limited (India).

Marine Engineering Business (Services Segment)

Our Marine Engineering Businesses are suppliers of embedded solutions and sub-assemblies which they design and manufacture and sell as a component of mission critical integrated defense systems. The Services Segment established its business in 1977 and has been supporting a number of significant defense programs of record for over 40 years, including Raytheon’s Close in Weapon Support (CIWS) and Northrop Grumman’s Mine Hunting Systems Program (AQS-24) Program. The Services Segment’s business model entails engineering components for integration into broader defense programs, such as the CIWS program. Typically, they supply prototypes units which are validated for integration and thereafter, subject to meeting the acceptance criteria, these lead to contracts for manufacture, repair and upgrade for the life of the program, which can span decades. We enjoy sole source status for the parts that we design and supply into these programs. This business model ensures recurring and long tail revenues. Coda Octopus Colmek, Inc. and Coda Octopus Martech Ltd, qualify as small businesses. This opens opportunities under state requirements to collaborate with Prime Defense Contractors on these programs. A significant part of the revenues generated by the Marine Engineering Business is highly concentrated and are usually derived from a small number of prime defense contractors such as Raytheon or Northrop. In any one financial year, between 20% to 30% of our consolidated revenues may be derived from these customers either alone or collectively.

The Services Segment operates through our wholly owned subsidiaries, Coda Octopus Colmek, Inc (“Colmek”), which is based in Salt Lake City, Utah and which we acquired in 2007, and Coda Octopus Martech Limited (“Martech”), which is based in Portland, United Kingdom and which we acquired in 2006.

Newly Acquired Third Business Unit into the Group’s Products Segment

On October 29, 2024 we acquired Precision Acoustics Limited (hereinafter referred to as “PAL”), a company established under the laws of England. This Company is a recognized leader in the ultrasound and acoustic measurement field. Specializing in acoustic hydrophone design and innovative acoustic materials, they provide a comprehensive range of products and solutions, with a primary focus on medical imaging and Non-Destructive Testing (NDT). NDT is used to validate the viability of structures such as aircraft, ship hulls, wellheads and other subsea structures. Their expertise extends to working closely with national and global standard-setting bodies (such as the National Physical Laboratory of the UK), contributing to the establishment of the primary measurement standards in the industry. This business was acquired to gain access to their expertise and leverage this across the group including in the area of advancing the Echoscope® technology. We believe the addition of their expertise and capabilities positions the Group to qualify to compete for larger Defense contracts.

For segment reporting purposes this newly acquired Company will be reported within our Products Segment.

Therefore, our Products Segment will now comprise PAL and our Marine Technology Business.

Cross-Group Synergies

Our Marine Technology Business and Marine Engineering Services Business both have established synergies in terms of customers, technologies and specialized engineering skills for robust, rugged, and repeated engineering solutions relating to data acquisition, data computation and display of the data. Increasingly drawing on each part of the business strengths, the Marine Technology Business and Marine Engineering Business work jointly on projects including responding jointly for responding to invitations to tender for new projects with broader scope. We believe the Services Business is important to our overall growth strategy as it brings significant engineering depth for the development of the technology solutions offered by the Marine Technology Business. This also ensures tighter control over our intellectual property rights, which are important for our market position. The addition of the expertise of PAL in the field of acoustics and NDT positions the Group to consolidate its capabilities and therefore jointly compete for larger Defense contracts.

Key Pillars for our Growth Plans

Our Echoscope^® and DAVD technologies are our most promising products and solutions for the Company’s near-term growth.

We believe that our real time 3D/4D/5D/6D imaging sonars are the only acoustic imaging sonars ~~which are~~ capable of providing real time ~~3D/~~ 4D~~/5D/6D~~ imaging of moving objects in zero visibility water conditions and ~~also~~making ~~providing users with the capability to make~~ real time 3D physical measurements of objects underwater. Competing acoustic imaging sonars such as the multibeam sonars are primarily seabed mapping tools which are not designed to perform complex seabed mapping or imaging of moving objects in 3D underwater. The Echoscope® technology therefore is a key sensor for underwater construction activities, inspection and monitoring in real time 3D. We also believe that our new generation of Echoscope PIPE® is the only sonar that can generate concurrently multiple real time 3D/4D/5D/6D acoustic images using different acoustic parameters in real time such as field of view, pulse length, filters, beam density and various beamforming modes. This has the potential to reduce the number of underwater sensors that are required on a project at any one time and therefore improve the efficiency of these underwater operations.

In our industry we are widely considered the leading solution ~~providers~~provider for underwater real time 3D visualization.

We also believe that the DAVD tethered system is poised to radically change the way diving operations are performed globally by providing a fully integrated suite of sensor data shared in real time by the dive supervisor on the surface and the diver. Current diving is done largely by poor analog voice command missions from the topside using a disparate suite of systems for video data, communications, and positioning. Furthermore, by combining the DAVD with our real time 3D sonars it allows diving to be performed in difficult water conditions (turbidity or zero visibility issues) and thus addresses the common problem of underwater operations having to be aborted due to visibility issues.6

~~The~~We ~~DAVD~~also ~~tethered~~believe ~~version~~that the DAVD solution is ~~now~~poised into ~~early-stage~~radically ~~adoption~~change the way diving operations are performed by ~~different~~providing ~~teams~~a ~~within~~fully ~~the~~integrated suite USof ~~Navy,~~sensor ~~such~~data aswhich ~~the~~can ~~underwater~~be ~~construction~~shared ~~and~~in ~~salvage teams~~real ~~and~~time ~~has~~by ~~been~~the ~~moved~~dive ~~from~~supervisor on the ~~customer’s~~surface ~~R&D~~vessel ~~phase~~and tothe ~~their~~diver ~~operational~~by ~~phase.~~displaying ~~This~~the ~~means~~required data ~~that~~in the DAVD ~~tethered version~~HUD. isCurrent ~~now~~diving ais ~~standard~~done ~~item~~largely ~~available~~by ~~for~~poor ~~purchase~~analog ~~and~~voice ~~for~~command ~~which~~missions ~~budget~~(with ~~lines~~the ~~are~~diver ~~established~~supervisor ~~within~~on the ~~various~~surface ~~user~~providing ~~commands~~verbal ~~within~~instructions to the ~~Navy.~~diver Tounderwater) ~~support~~using ~~the~~a ~~continued~~disparate ~~transfer~~suite of systems for video data, communications, and positioning, which is not available to the diver firsthand. Furthermore, by combining the DAVD ~~system~~with toour ~~field~~real ~~operations~~time 3D sonars, we(Echoscope®), ~~are~~it ~~involved~~allows diving to be performed in ~~training~~difficult water conditions (turbidity or zero visibility issues) and thus addresses the ~~users~~common problem of underwater operations having to be aborted due to visibility issues.

InThe ~~the~~DAVD ~~Current~~tethered FYversion, wewhich ~~continued~~has ~~our~~now ~~global~~been ~~marketing~~moved ~~campaigns~~from ~~for~~ the ~~adoption~~customer’s ofresearch ~~the~~and ~~DAVD~~development ~~tethered~~phase ~~system~~into ~~outside~~its ofoperational ~~the~~phase, USis ~~Navy.~~now ~~We believe~~in weearly-stage ~~have~~adoption ~~made~~and ~~significant~~is ~~progress~~currently ~~with~~operational ~~these~~across ~~campaigns.~~nine ~~For~~naval ~~example,~~commands wewithin ~~completed~~the ~~successful~~US ~~field~~Navy. ~~trials~~This ofmeans that the DAVD ~~and~~tethered version ~~our~~is ~~Echoscope®~~now ~~with~~ a ~~major~~standard ~~European~~item ~~Offshore~~available ~~Service~~for ~~Provider,~~purchase ~~who~~and isfor awhich ~~part~~budget oflines ~~the~~can ~~“Big~~be ~~Four”~~established ~~Dredging~~within ~~companies (these~~the ~~four~~various ~~account~~user ~~for~~commands ~~approximately~~within ~~80% of~~ the ~~global dredging capacity)~~ Navy.

~~The~~In ~~major~~the ~~European~~Current ~~Offshore~~FY ~~Provider~~we ~~conclusion~~continued ~~from~~our ~~their~~global ~~final~~marketing ~~trial~~campaigns ~~assessment~~for ~~report~~the ~~provided~~adoption of the DAVD tethered system outside of the US Navy. We believe we have made significant progress with these campaigns. Due to funding shortage on US Defense Programs during the ~~Company~~Fiscal Year 2024, funds were not allocated for the DAVD tethered system. We are aware that a number of commands have requested DAVD systems, but these are awaiting budget approval. We do not believe these opportunities have gone away but until the Federal Budget is in place by the new Administration, we expect that: US Defense Programs will continue to be funded through continuing resolutions under which there is limited funding available. This may result in a shift of spending priorities which may impact on the level of allocation of funding to programs like the DAVD.

~~“The~~We ~~advantage~~continue ofto ~~the~~see ~~DAVD~~great ~~alone~~interest ~~(compass,~~in ~~depth,~~the ~~taking~~technology ~~snapshots~~from ~~and~~the ~~presenting~~marketplace ~~graphical information for diver~~ and ~~supervisor)~~as orwe ~~combined with~~introduce athe 3Dnew ~~live~~generation ~~sonar video stream is clear and increases safety and efficiency. The 3D sonar fits well within our scope~~ of ~~work and our survey division is aware of this. We think that~~ the ~~combination of~~ DAVD ~~and~~Augmented 3DReality HUD, ~~sonar~~this has ~~potential~~galvanized ~~within~~solid ~~our~~interest ~~organization…~~in the technology.”.

We ~~also~~are ~~completed~~actively ~~successful~~working ~~trials~~on the DAVD untethered system under a funded joint program with the ~~Spanish~~US Navy and a ~~number~~Foreign Navy, (the “DUS Hardening Program”) where the DAVD technology is being hardened for adoption by the special forces. We have made solid progress under this program and have received positive feedback by these customers. In the Fiscal Year 2024, we did not receive the level of ~~Japanese~~funding ~~Offshore~~anticipated ~~Service~~for ~~Providers~~the DUS Hardening Program due to the reduced funding available under continuing resolutions. Until the Federal Budget is adopted by the new Administration, we anticipate reduced funding for US Defense Programs which may impact the allocation of funding to the DUS Hardening Program and affect the time scales to which we are working for completing the deliverables under this program. Despite this reduced level of funding in the FY 2024, we have achieved a critical milestone (a major pre-requisite for the success of the DUS Hardening Program and we delivered the new generation of the DAVD HUD solution. This next-generation DAVD HUD technology platform boasts a more compact design, a 200% increase in resolution, and an expanded field of view. These enhancements significantly improve compatibility with specialized dive helmets and masks, unlocking new possibilities for previously underutilized applications and markets. This accomplishment represents a major milestone in the success of the DUS Hardening Program. We continue to believe that the DUS variant represents the biggest market opportunity for the DAVD technology in the USA with the addressable market including defense, law enforcement and first responders.

We believe there is momentum around the DAVD solution, and we continue to work with our customer base on adoption plans, including models for adoption. Adoption is a process because it requires customers intending to take on the DAVD technology, to change their current method and workflow. These and other considerations will impact the pace at which the transition to the DAVD technology occurs.7

The concept ~~DAVD~~of ~~untethered~~utilizing ~~prototype~~a ~~variant (“DUS)”~~pair ~~was~~of ~~delivered~~transparent toglasses ~~our~~in ~~Navy~~the ~~customer~~HUD underwater for ~~evaluation~~this ~~during~~purpose, ~~fiscal~~is ~~2023~~protected by patent. All Incomponent parts of the ~~third~~DAVD ~~quarter~~system weare ~~received~~proprietary ~~joint funding~~to ofthe ~~$750,000~~Company ~~for~~and ~~the~~include ~~delivery~~software of(4G 8USE® ~~DUS~~DAVD ~~evaluation~~Edition), ~~systems~~Diver Processing ~~and~~Pack ~~further~~– ~~customization~~telemetry ~~work~~system ~~for~~(DPP), ~~their~~topside ~~application~~Supervisor Console Controller and ~~workflow. We~~real ~~have~~time ~~delivered~~3D ~~the~~Sonar. 8The ~~systems~~Company ~~which~~benefits ~~will~~from the ~~facilitate~~exclusive ~~early~~license ~~customer~~from ~~trials~~the U.S. ~~The~~Department ~~total~~of ~~funding~~the ~~for~~Navy ~~this~~at ~~scope~~Naval isSurface ~~expected~~Warfare toCenter ~~be $2m.~~Panama ~~This~~City isDivision to utilize the ~~first~~utility patent ~~time~~covering wethe ~~have~~concept ~~had~~of ~~firm~~using ~~commitment~~the ~~concerning~~pair anof ~~adoption~~transparent ~~path~~glasses byas a ~~foreign~~data ~~NATO~~hub ~~country~~underwater. WeThe ~~believe~~DAVD ~~the~~tethered ~~DUS~~ variant ~~represents~~is ~~the~~classified ~~biggest~~as ~~market~~an ~~opportunity~~“Authorization for Navy ~~the~~Use” ~~DAVD~~item ~~technology~~and inalso benefits from CE marking certifying that the ~~USA~~DAVD ~~addressing~~system meets the ~~defense,~~essential ~~law-enforcement~~health, safety and ~~first-responders~~environmental ~~market~~requirements of the UK and European Union. The untethered variant is currently going through validation process.

The concept of utilizing a pair of transparent glasses in the Head Up Display (HUD) underwater for this purpose, is protected by patent. All component parts of the DAVD system are proprietary to the Company and include software (4G USE® DAVD Edition), Diver Processing Pack – telemetry system (DPP), topside Supervisor Console Controller and real time 3D Sonar. The Company benefits from the exclusive license from the U.S. Department of the Navy at Naval Surface Warfare Center Panama City Division to utilize the utility patent covering the concept of using the pair of transparent glasses as a data hub underwater. The DAVD tethered variant is an “Approved Navy Use” item. The untethered variant is currently going through validation process.

Our corporate structure is as follows:

* For operational purposes, although the newly acquired PAL will, for segment reporting purposes, be reported as part of the Products Segment, this will continue to be a separate business unit from the Marine Technology Business, as it operates in a different market sector from the Marine Technology Business.

Corporate History

The Company began as Coda Technologies Limited. This company now operates under the name Coda Octopus Products Limited, a United Kingdom corporation formed in 1994 as a start-up company with its origins as a research group at ~~Herriot~~Heriot-Watt University, Edinburgh, Scotland. Initially, its operations consisted primarily of developing software for subsea mapping and visualization using sidescan sonar (a technology widely used in commercial offshore geophysical survey and naval mine-hunting to detect objects on, and textures of, the surface of the seabed).

In June 2002, we acquired Octopus Marine Systems Ltd, a UK corporation, and changed our name to Coda Octopus Limited. At the time of its acquisition, Octopus Marine Systems was producing geophysical products broadly similar to those of Coda, but targeted at the less sophisticated, easy-to-use, “~~work-horse~~workhorse” market. ~~The Octopus Marine Systems acquisition led to the introduction of the Motion product (F180® series) into the Products Segment.~~

In December 2002, Coda Octopus Ltd acquired OmniTech AS, a Norwegian corporation, which became a wholly owned subsidiary of the Company, and which subsequently changed its name to Coda Octopus R&D ASA/S. At the time of acquisition, this company had been engaged for over ten years in developing a revolutionary imaging sonar technology capable of producing real time three-dimensional (“3D”) underwater images for use in subsea activities. Coda Octopus Products Limited (Edinburgh based) then developed our visualization software (Underwater Survey Explorer) to control and display the images from the real time 3D sonar device. This patented technology is now marketed by us under the brand name “Echoscope®” and Echoscope PIPE®. All activities of this now-defunct Norwegian subsidiary, Coda Octopus R&D ASA/S, have been transferred to Coda Octopus Products Limited (Edinburgh).

On July 13, 2004, the Company effected a reverse merger pursuant to the terms of a share exchange agreement between The Panda Project, Inc. (“Panda”), a Florida corporation, and a now defunct entity affiliated with Coda Octopus Ltd. (“Coda Parent”). Panda acquired the shares of Coda Octopus Limited, a UK corporation and a wholly-owned subsidiary of Coda Parent, in consideration for the issuance of a total of 1,432,143 shares of common stock to Coda Parent and other shareholders of Coda Octopus Limited. The shares issued represented approximately 90.9% of the issued and outstanding shares of Panda. The share exchange was accounted for as a reverse acquisition of Panda by Coda. Subsequently, Panda was reincorporated in Delaware and changed its name to Coda Octopus Group, Inc.

In June 2006, we acquired Coda Octopus Martech Limited, which is part of our Services Segment or Marine Engineering Business. This is an English corporation.

In April 2007, we acquired Coda Octopus Colmek, Inc., which is part of our Services Segment or Marine Engineering Business. This is a Utah corporation.

Both Martech and Colmek largely have the same business model, provide similar engineering services and sell to a similar customer base (Martech is UK focused and Colmek is US focused).

In December 2013 Coda Octopus Products Limited established Coda Octopus Products Pty Ltd (Australia) to grow our presence in Australia and New Zealand. These activities were interrupted by the Coronavirus Pandemic in 2020 and since then has been slow to regain momentum.

In 2017 Coda Octopus Products Limited established a subsidiary Coda Octopus Products A/S in Denmark as part of the mitigation strategy relating to the UK withdrawal from the European Union.

In November 2021 Coda Octopus Products Limited established a subsidiary Coda Octopus Products (India) Private Limited intended to gain access to this market and to recruit critical resources for software development.

~~Coda~~On ~~Octopus~~October ~~Group~~29, ~~Inc.~~2024, iswe ~~organized~~acquired ~~under~~into the ~~laws~~Group, ofPrecision ~~the~~Acoustics ~~State~~Limited, ~~of Delaware as~~ a ~~holding~~ company ~~that~~established ~~conducts its business through subsidiaries, several of which are organized~~ under the laws of ~~foreign jurisdictions, including~~ England~~, Scotland, Denmark, The Netherlands, Australia and recently India~~. This company ~~may~~was ~~have~~acquired ~~an adverse impact on the ability of U.S. investors~~ to ~~enforce~~gain aaccess ~~judgment obtained in U.S. courts against these entities, or~~ to ~~effect~~its ~~service~~expertise ofand ~~process~~expand onour ~~the~~capabilities ~~officers~~ and ~~directors~~offering ~~managing~~to the ~~foreign subsidiaries~~market. ~~These~~It ~~companies’ operations~~was ~~must~~also ~~comply~~acquired ~~with~~to leverage ~~the~~its ~~laws~~existing oftechnologies ~~the~~and ~~countries~~expertise, ~~under~~ which ~~they~~ are ~~incorporated~~used ~~and~~in ~~are~~other ~~likely~~market tosectors, beinto ~~different~~one ~~from~~of ~~the~~our ~~equivalent laws~~main ofmarkets, the ~~United States~~subsea market.

7Coda Octopus Group, Inc., is organized under the laws of the State of Delaware as a holding company that conducts its business through its subsidiaries, several of which are organized under the laws of foreign jurisdictions, including England, Scotland, Denmark, The Netherlands, Australia and India. This may have an adverse impact on the ability of U.S. investors to enforce a judgment obtained in U.S. courts against these entities, or to effect service of process on the officers and directors managing the foreign subsidiaries. These companies’ operations must comply with the laws of the countries under which they are incorporated, and these laws are likely to be different from the equivalent laws of the United States.

Marine Technology Business (“Products Segment”)

Our Marine Technology Business develops proprietary solutions for both the commercial and defense subsea market. The range of ~~our~~ solutions which it offers to the market are complementary and include:

Type of Systems Description Geophysical Systems Comprising Hardware and Software; GNSS-Aided Navigation Systems (Attitude and Positioning Systems) Comprising Hardware and Software Real Time Volumetric Imaging Sonar Comprising Hardware and Software Diver Augmented Vision Display System Comprising Hardware and Software

*Product*	*Family*	*Composition*
Real time volumetric imaging sonar	Echoscope^®/ Echoscope PIPE^® range	Hardware and Software
Diving Technology	Diver Augmented Vision Display (DAVD) range	Hardware and Software
Digital Audio Communications System	Voice HUB_4	Hardware and Software
GNSS-Aided Navigation Systems (providing heading, pitch, yaw and roll data at sea)	F280 Series^®	Hardware and Software
Geophysical Solutions (used in conjunction with sidescan and sub-bottom data acquisition)	DA4G^®, GeoSurvey^® and Survey Engine	Hardware and software

These products and/or solutions are sold, ~~leased~~rented or ~~rented~~leased into various marine sectors ~~and~~such ~~include~~as:

● Marine geophysical survey ● Offshore Renewables (“Wind Energy”) ● Underwater construction, inspection and monitoring ● Diving Companies ● Commercial and Defense Diving ● Salvage and decommissioning ● Oil and Gas (“O&G”) ● Robotics ● Commercial fisheries ● Environmental, mammal and habitat monitoring ● Underwater Defense Applications ● Marine vehicles and robotics ● Port and Harbor Security, law enforcement and first responders ● Research and education

1. Geophysical Range of Products

The Geophysical ~~Hardware~~range of products is marketed under the brands DA4G®, GeoSurvey® and ~~Software~~Survey Engine®. We started our business in 1994 designing and developing the GeoSurvey® software and hardware package for acquisition and processing of sidescan sonar and sub-bottom profiler data. For over two decades, our GeoSurvey has been an industry leading software package in the market for data acquisition and interpretation and provides feature rich solutions and productivity enhancing tools for the most exacting survey requirements. Designed specifically for sidescan and sub-bottom data acquisition, GeoSurvey® has been purchased by numerous leading survey companies throughout the world and has been the workhorse for processing data for Oil & Gas companies for many years. The DA4G® is the hardware acquisition system and both GeoSurvey® and Survey Engine® are complementary software packages which are used for processing the data post-acquisition.

We started our business in 1994 designing and developing the GeoSurvey® software and hardware package for acquisition and processing of sidescan sonar and sub-bottom profiler data. For over two decades, our GeoSurvey has been an industry leading software package in the market for data acquisition and interpretation and provides feature rich solutions and productivity enhancing tools for the most exacting survey requirements. Designed specifically for sidescan and sub-bottom data acquisition, GeoSurvey has been purchased by numerous leading survey companies throughout the world and has been for many years the workhorse for processing data for Oil & Gas companies.10

The Geophysical range of products marketed under the brands DA4G and GeoSurvey® are important for both Offshore Renewables and O&G. We therefore believe that with the expansion of the markets into Offshore Renewables, we will see an increase in the take-up of this product suite, particularly in the global rental market. Our GeoSurvey® and DA4G ranges are strong brands in these markets and consists of a range of hardware and software products for acquisition and post-processing of sidescan sonar and sub-bottom profiler data, which includes analog and digital interfaces compatible with all geophysical survey systems.

Our Survey Engine® software product offers a more advanced post-processing solution for sidescan sonar and sub-bottom profiler data. Designed to streamline processing of very large data it offers comprehensive processing, interpretation, visualization, reporting and exporting functionality.

We continue to advance this range of products and in 2018 we launched our first product based on Artificial Intelligence techniques which allows us to automatically identify boulders on the seabed – SEADP – “Survey Engine Automatic Object Detection”. This new product presents a real opportunity to radically change workflow process for post-processing and analyzing side scan sonar data to assess, among other things, the suitability of an area for exploration and construction activities (O&G installations, pipeline and cable laying activities).

2. Inertial Positioning and Attitude Measurement Systems (“Motion Products”)

~~Our~~We ~~Motion~~have ~~Products~~been ~~are~~selling ~~Global~~our ~~Navigational Satellite System (referred to in the industry as “~~GNSS” Aided Inertial Measurement ~~Units)~~Systems ~~that~~for ~~provide~~over ~~measurement~~15 ~~data~~years. onOur ~~the~~current ~~position~~generation ~~and attitude~~ of aF280 ~~vessel~~Series® ~~(heading,~~was released ~~pitch,~~to ~~roll~~the ~~and~~market ~~yaw~~in of2021 ~~the vessel).~~and ~~This~~is ~~device~~used ~~provides~~to ~~real-time~~provide data on ~~these~~accurate ~~measurements~~positioning, ~~which~~heading, ~~are~~pitch, ~~applied~~roll toand ~~compensate~~yaw ~~for~~at ~~vessel~~sea. ~~movement~~The inF280 ~~order to~~Series® ~~align~~is ~~sonar~~an ~~data~~advancement ~~and~~of ~~remove motion blur. We have had~~ our F180® series onand ~~the~~is ~~market~~highly ~~for~~complementary ~~over~~to 15our ~~years~~real ~~and~~time ~~due~~Echoscope® tosonar ~~the~~series ~~advancement~~and ofthey ~~technology~~are ~~and~~packaged ~~the~~together ~~increasing~~to ~~demand~~provide ~~for~~a more ~~precise~~comprehensive ~~GNSS~~solution. ~~Aided~~The ~~instruments,~~products wewithin ~~have~~the ~~now~~F280 ~~developed~~Series ~~our~~® ~~new~~range ~~generation~~can ofbe ~~Motion~~sold ~~Products,~~with ~~our~~or ~~F280~~without ~~Series~~our Echoscope®.

We have now completed the ground up development of our new generation of Motion Products F280 Series® for accurate position, heading, pitch, roll and yaw at sea. The new F280 Series® is based on more advanced technology and is more accurate than our previous generation of F180® products. The new technology is much more scalable towards future development of new product variants. The F280 Series® is highly complementary to our real time Echoscope® sonar series and they are packaged together to provide a more comprehensive solution. The F280® can be sold with or without our Echoscope®.

3. Real Time Volumetric Imaging Sonars (ranging from 3D/4D, 5D and 6D)

We design, develop and supply what we believe is the world’s most advanced series of real time volumetric imaging sonar (Echoscope® and Echoscope PIPE®). This is the culmination of over 25 years of research and development. This technology is protected by multiple patents. Furthermore, we continue to file patents relating to our new and revolutionary 5D and 6D real time volumetric imaging sonars (marketed under the name Echoscope PIPE® (Parallel Intelligent Processing Engine). Our sonar innovations are multi-tiered and extend to hardware, firmware and software, all of which co-exist and are co-dependent on each other. In other words, hardware, firmware and software operate as sub-systems to each other. We believe that the highly complex nature of this new technology will make it extremely difficult to reverse engineer our ~~products. Pioneering this unique technology gives us a significant advantage over our competitors in the subsea real time 3D imaging~~ sonar ~~market sectors~~products. ~~We also believe that our three-tier product development capability of hardware, software and solution delivery adds to our competitive lead.~~

WePrior ~~believe that this technology is superior~~ to ~~the~~2018, ~~other~~we ~~imaging~~were ~~sonars~~selling inour ~~the~~third ~~market~~generation ~~as it generates real time 3D, 4D, 5D and 6D images~~ of ~~the~~Echoscope ~~underwater~~imaging ~~environment~~sonar ~~irrespective~~(3G ofSonar ~~low~~Series). orIn ~~zero~~January ~~visibility conditions and~~2018, ~~unlike~~we ~~conventional~~launched ~~sonars,~~our ~~can~~4G ~~image a~~Sonar ~~volume~~Series ~~(as~~which ~~opposed~~were tolargely aform ~~slice~~factor ofrevisions, ~~data)~~ and ~~provide~~removed ~~real~~several ~~time~~barriers 3Dto ~~inspection~~adoption, ~~and~~(size, ~~monitoring~~weight, ~~capability~~power ~~underwater~~and price). ~~The capability of~~Building ~~our~~on ~~volumetric~~4G ~~imaging sonars covers a broad breadth of activities underwater particularly for any form of underwater construction~~developments, ~~salvaging,~~ ~~placements,~~we ~~decommissioning,~~continued ~~obstacle~~our ~~avoidance,~~innovation ~~complex underwater mapping~~ and ~~real~~in ~~time~~2021 3Dreleased ~~navigation~~our inlatest ~~zero visibility~~generation ~~conditions.~~of ~~Uniquely also~~sonar, ~~using a single sensor (our~~ Echoscope PIPE®) ~~range we can provide different outputs~~ to ~~the various~~ ~~parts of~~ the ~~survey~~market ~~team,~~which ~~thus~~advanced ~~reducing~~ the ~~number~~capabilities of ~~different~~the ~~sensors~~technology ~~required on these underwater projects~~ and ~~thus~~antecedent ~~the~~sonar ~~costs~~products ~~associated with these underwater operations~~significantly.

8We believe that the Echoscope PIPE® technology is superior to the other imaging sonars in the market as it generates real time 3D, 4D, 5D and 6D images of the underwater environment irrespective of low or zero visibility conditions and, unlike conventional sonars, can image a volume of data (as opposed to a slice of data). The capability of our volumetric imaging sonars covers a broad breadth of activities underwater particularly for any form of real time monitoring in 3D, underwater construction, salvaging, placements, decommissioning, obstacle avoidance, complex underwater mapping and real time 3D navigation in zero visibility conditions. Uniquely also, using a single sensor (our Echoscope PIPE®) range we can provide different data outputs to the various parts of the survey team, thus reducing the number of different sensors required on these underwater projects, and ultimately reducing the costs associated with these operations.

About the Company’s 5D and 6D Sonars Innovations

5D and 6D imaging sonars are new to the subsea market and constitute an innovation by the Company. We have several patent applications pending for these innovations.

5D Sonars (Echoscope PIPE^®)

The advancement that the Company has made with its 5D Sonars is the ability to process and utilize much more of the data that is acquired and processed by our volumetric imaging sonars. ~~Due~~Prior to ~~the~~this, ~~state~~due ofto ~~the~~limitation ~~art~~ of processing ~~generally~~technologies, there was an upper limit to the ~~quantity~~ amount of ~~the~~data ~~acquired~~our ~~data~~antecedent ~~that~~sonars could beacquire ~~processed~~ and ~~displayed by our antecedent sonars~~process. This meant that in the previous generation of sonars (3G and 4G series) when a signal was emitted, itthey returned a single range and intensity value per beam. In ~~the~~our 5D Sonars we we return multiple range and intensity values per beam (Full Time Series data). This new capability provides more information about ~~the~~ the underwater environment. For example, it will give the user the ability to see multiple layers of soft target areas underwater such as gas leaks and suspended sediment above the seabed all concurrently (not one or the other) or concurrent imagery of marine life, sea growth on installations and the installations themselves. Our 5D capability is protected by recently granted patents.

6D Sonars (Echoscope PIPE^®)

The Company’s 6D Sonars process and utilize much more of the data acquired by the sonar. 6D Sonars generate multiple real time 3D full ~~Full~~time ~~Time~~series ~~Series Images~~images. In the previous generation of ~~sonar~~sonars (3G and 4G series), we could image and display one 3D ~~Image~~image in real time. Our PIPE technology generates multiple 3D images simultaneously in real time using different sonar/acoustic parameters (such as different beamforming methods, frequency, range, field of view, pulse length and other acoustic filters or shading). This allows for different data sets to be provided to different parts of the survey team in real time (thus consolidating the sensors and the associated costs and effectiveness of the solution). We are not aware of any sonars that offer either 5D or 6D Capability.

In summary, our previous generation of real time 3D sonar was capable of providing only single acoustic images of underwater objects in real time 3D whereas the PIPE family of sonars is capable of providing multiple acoustic images of underwater objects in real time 3D/4D thus providing significantly more benefits to our customers.

Echoscope® Sonar Hardware

~~During fiscal 2019, we completed critical innovation and advancement milestones around our core volumetric real time sonar technology.~~ We ~~have~~ now introduced the world’s first 5D and 6D series of volumetric imaging sonar technology. This new series of sonars are marketed under the brand name Echoscope PIPE® (an acronym for Parallel Intelligent Processing Engine). We believe our 5D and 6D series of sonars herald a significant leap forward in real time subsea imaging as this inventive capability allows a single sonar to provide different parts of the survey operations with multiple real time 3D data sets (as opposed to one 3D dataset) for each part of the survey teams’ requirements.

~~A summary of some of the differences between our standard Echoscope® sonar series and our newly launched Echoscope PIPE® series of sonars are set out below:~~12

Description	Echoscope4G®	Echoscope PIPE® Sonars
Real Time Capability	Yes, 4D Images	Yes, 4D, 5D and 6D
Angular Cover Dual Frequency	90°x44° (triple frequency only), 50ox50o 24ox24o	100°x44° - 76°x33° (triple frequency only) 54ox54o - 46ox46o 33ox33o - 25ox25o
Adaptive Frequency Band Capability	No	Yes
Ping Rate	Up to 20Hz	Up to 40Hz
Multiple Real Time 4D Images	No, one single Real Time Image	Capable of Multiple Real Time Images
Number of Beams and Values per Beam	128x128x1 Value	180x180x up to 2,500 Values (depending on viewing range)
Multiple Sequential Configuration Files to capture and display data using different parameters	No Capability	Up to 10 Configuration sets for real time capture and display
Full Time Series Raw Data Capture	No Capability	Capture of Raw Data Capture
Full Time Series Raw Data Offline Processing	No Capability	Capable of Raw Data Offline Processing
Multiple Parallel Beamformed Data Output	No Capability	Capable of Multiple Parallel Beamformed Data Outputs
Smart Ping Manager using Frequency, Field of View, Filtering in Real-Time	No Capability	Capable
Advanced Beamforming Mode	No Capability	Capable (allowing dynamic change of FoV and number of beams on target (Beam Density), in- creasing resolution and definition of underwater target.
Different Dynamic Form of Beamforming	None	Various Types include: (1) Coefficient Beamforming (2) FFT Beamforming (3) Split Aperture Beamforming
Enhanced Resolution 3D Images Capability	None	Our new technique for processing results in enhanced imaging. Using our patented Split Aperture Processing Technique results in higher resolution 3D sonar Images with higher level of accuracy.

Current competing imaging technologies such as the single beam, multibeam and scanning sonars are either real time 2D imaging sonars or 3D imaging sonars which are not capable of real time 3D imaging, that is to generate a 3D image underwater of moving objects. The competing 3D technology, the multibeam, which is the current standard bearer for imaging sonars in the market is for mapping of the seabed. The Echoscope^®technology can also map the seabed (and is superior to the multibeam for complex mapping and inspection of complex underwater structures) and in addition can image moving objects underwater in 3D. The Echoscope^®is therefore the primary tool of choice for inspecting and monitoring in real time 3D all types of underwater operations and is the only choice in poor visibility conditions. In addition, the Echoscope^®in many instances enables the user to monitor underwater operations from a surface vessel replacing the Remotely Operated Vehicles (ROVs) thus bringing considerable cost savings to our customers.

We believe that our Echoscope® technology will shepherd in the new generation of underwater real time 3D imaging sonar which will evolve into a real time information platform and gain market share through the increased adoption of real time 3D volumetric imaging sonar technology. Current competing imaging technologies such as the single beam, multibeam and scanning sonars are either 2D real time imaging sonars or 3D imaging sonars which are not capable of real time 3D imaging, that is to generate a 3D image underwater of moving objects. The competing 3D technology, the multibeam, which is the current standard bearer for imaging sonars in the market is for mapping of the seabed. The Echoscope® technology can also map the seabed (and is superior to the multibeam for complex mapping and inspection of complex underwater structures) but can also image in real time 3D moving objects underwater. The Echoscope® is therefore the primary tool of choice for inspecting and monitoring in real time 3D all types of underwater operations and is the only choice in poor visibility conditions. In addition, the Echoscope® in many instances enables the user to monitor underwater operations from a surface vessel replacing the Remotely Operated Vehicles (ROVs) thus bringing considerable cost savings to our customers.

Prior to January 2018, we were selling our third generation (3G) sonar series. In January 2018 we launched the first product within our fourth generation series of sonars (“4G sonar series”). The 4G sonar series was an important development milestone for the Company since it removed several barriers to market adoption. Since its introduction we have seen an increased number of units being sold or rented. Due to the form factor of our previous generation of 3G sonar series this limited the types of underwater vehicles this generation of sonar could be integrated on (and therefore be used for) due to (i) size; (ii) weight and (iii) power requirements (“form factor barriers”). With the launch of our 4G sonar series we have removed these form factor barriers and can now integrate on the majority of underwater vehicles in the market including the new and fast emerging smaller underwater vehicles such as autonomous surface vehicles (ASVs) and unmanned underwater vehicles (UUVs) which are propelling growth in the underwater market, thus opening potentially new market opportunities for the Company’s technology. For example, we are now able to integrate on the Videoray Defender which is the US Navy selected platform for small manned portable vehicles. Our antecedent sonars due to their form factors would not be able to operate on this class of vehicles. The 4G sonar series development is therefore this is a very significant milestone in the Company’s progress and opens the potential to grow its market share of imaging sonars.

The 4G sonar series developments were largely form factor driven as opposed to being based on performance and capability advancements. In the fiscal years 2019 and 2020 we continued to build on our initial 4G innovations with a renewed focus on performance and capability advancements, particularly on the beamforming and the data processing capability of our sonar series. In the antecedent generation of our sonars, due to limitations in processing technology there were restrictions on how much of the captured Echoscope® sonar data could be processed by us. Our previous generations of sonar processed 16,384 pieces of data per sonar ping (compared to around 256 pieces of data per sonar ping for competing technology such as the multibeam). Under our new Echoscope PIPE® sonar series for each signal that is generated by the sonar we receive back up to 40 million pieces of information which we can now process. In this context, we have two recent patents which cover “a method of compressing beamforming sonar data” and “a method of compressing sonar data”. We believe that this allows us to deliver to the market the first 5-Dimensional (5D) sonar and 6-Dimensional (6D) sonar capabilities and significantly builds on our 4G sonar series which radically changed the form factor and power requirements which were previously barriers to increased adoption. We started selling Echoscope PIPE® in the market in March 2020. We are also seeing increased interest in Echoscope PIPE® technology in the market especially with OEM underwater vehicle manufacturers from the defense space.

The release of the Echoscope PIPE® hardware is a further significant milestone for the Company. We are now focused on delivering additional competitive value to our imaging sonar technology via firmware and software capability. The finalization of this development now gives the Company a real opportunity to pursue its strategy to standardize this technology in the underwater imaging sonar market. We believe that in order to make the subsea and underwater market more efficient, it is mandatory that the standard moves to a real time 3D information platform. Many underwater operations are stalled due to poor visibility water conditions, preventing the remotely operated vehicles (ROVs) from flying and also the lack of ability to utilize the sonar data immediately because it requires post processing, which represents a significant challenge and costs. The subsea market is experiencing high structural and technological transitional changes including the introduction of the new generation of smaller and lighter vessels (both surface and underwater). This creates a demand for new sensors and solutions for real time 3D imaging. We believe that our lead in this area gives us a real opportunity to increase our market share and we continue to see significant interest in the Defense/Naval market for our Echoscope PIPE® technology.

Echoscope^®Software

The Echoscope® technology ~~works~~is used in conjunction with our internally developed software (USE, Construction Monitoring System (CMS), 4G USUSE® and 4G USE® DAVD Edition). The software is a critical component of the capabilities and features of of our sonar series.

Our software development capability is an important part of our strategy to maintain our lead in designing, manufacturing, and selling state-of-the-art real time volumetric imaging sonars and our DAVD System. It also allows us to be responsive to our customers’ requirements for new features and capabilities around our solutions.

We have now launched our fourth-generation multi-sensor software platform which is marketed under the name “4G USE^®”. We have also filed several provisional patents around our 4G USE^® which is a multi-sensor platform allowing users to bring in and utilize a variety of sensor data including sonar, positioning, camera, lidar, video processing and other sources of point cloud data and seamlessly merging above and below the water data captured from the sonar and camera. It is also the platform for our DAVD software, and this module is marketed under the brand 4G USE^® DAVD Edition.

Diver Augmented Vision Display (DAVD) System – Diving Technology

Funded by the Office of Naval Research (“ONR”) through its Future Naval Capabilities (FNC) program, and in close collaboration with NAVSEA 00C3 and Naval Surface Warfare Center, Panama City Division (“NSWC PCD”) we have developed a diver see-through integrated information display system (DAVD).

DAVD is a complete end-to-end diver management solution incorporating as a key element a high-resolution, fully transparent glass head-up display, (HUD), integrated directly inside the diving helmet (for hard hat surface air supply diving) or full-facemask (for tethered and untethered defense, commercial and recreational diving applications) or diving suits. ~~The~~In October 2024, we released to the US Navy for evaluation our new generation of Augmented Reality DAVD HUD. isThe ~~currently~~new ~~deployed~~generation inof the ~~world~~DAVD ~~leading~~HUD is much smaller and ~~most~~has ~~widely~~a ~~used~~higher ~~Kirby~~resolution ~~Morgan®~~and ~~range~~therefore ofoffers ~~dive~~great flexibility for use in helmets and isfacemasks ~~currently~~for ~~being~~diving. ~~released~~This innew generation ~~the~~removes ~~industry~~some ~~standard Interspiro~~of ~~“AGA”,~~the ~~OTS~~form ~~Guardian~~factor ~~and~~barriers which limited the ~~Divator~~types ~~and~~of ~~Dräger~~helmets ~~Panorama~~or ~~Nova~~masks ~~Dive~~that ~~full-face~~could ~~masks~~be used with our previous generation of the DAVD HUD. ~~However,~~The delivery of the new generation of DAVD HUD ~~technology~~ is ~~not~~a ~~limited~~key tomilestone ~~these~~under ~~products~~the ~~and/or~~funded ~~applications~~DUS Hardening Program.

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Problem In Context

The concept of using a pair of transparent glasses in the HUD to render real time information for underwater applications is protected by patent and Coda Octopus has an exclusive license from United States Department of the Navy at NSWC PCD to exploit this patent for all underwater diving activities.

The US Government as represented by Secretary of the Navy (Arlington, VA), describes the challenge for divers in their patent application as follows:

“By their very nature, underwater dive missions are difficult and inherently dangerous. Furthermore, the complexity of underwater missions can make it difficult or impossible for a diver to retain all pre-mission briefing information. For these reasons, it is critical for underwater divers to have access to environmental data and mission data while in the water. However, in low visibility water environments, divers can rarely see handheld displays or gauges. Accordingly, divers are generally supplied with audio-communicated information from a topside location. The topside-supplied information can include descriptions of sonar images, blueprints, maps, pictures, etc. Unfortunately, it can be very difficult and confusing for a diver to interpret a topside personnel’s audio description of the topside personnel’s visual interpretation. Combining this with unreliable audio communication can lead to mission failures or disasters.”

It further describes the objective of the Invention as:

“Accordingly, it is an object of the present invention to provide an underwater diver with real-time visual information available to topside personnel.

Another object of the present invention is to provide real-time visual information to an underwater diver for viewing in water environments irrespective of water visibility levels.

Other objects and advantages of the present invention will become more obvious hereinafter in the specification and drawings.”

How does DAVD Change this?

The DAVD system addresses all the challenges described above including removing the interpretation of the underwater scene to the topside by providing the diver with real time data and first-person interpretation. The DAVD technology benefits not only the diver and direct supervisor on the surface, but also engineers, end-clients, rescue workers and support personnel who all have ~~vested~~a vested interest in a successful and safe diving mission. DAVD provides the location of the diver, the dive support vessel, work site assets and any hazards that are known or discovered in real-time. Real-time compass and depth are also displayed to the diver to reduce disorientation. Visibility for the diver and team is significantly enhanced with both real-time camera and 3D sonar data (providing underwater night-vision) and also high-resolution maps and models of the entire work site and surroundings. Communication is transformed from low quality audio speech to high quality digital audio and video, text messaging, visual alerts and automated navigation guidance. The safety of the diver and team is paramount. DAVD ensures the Diver and Supervisor are visually synchronized and can safely coordinate movement, tasks and instructions with full health monitoring and logging of the entire mission. ~~Data~~Using the current method of diving, data and information sharing ~~traditionally~~end ~~ends~~ when the diver leaves the surface.

The DAVD is a significant technology for both defense and commercial underwater diving applications, and we believe that ~~Coda~~we ~~Octopus has~~have the opportunity to standardize this technology globally. The DAVD comprises both hardware comprising the HUD, Diver Processing ~~Pack~~ Pack (DPP), ~~Cables~~cables and ~~Topside~~topside Control Unit (DAVD Control Panel) along with 4G USE® DAVD Edition real time visualization software. ~~All these~~These developments and products have been performed by the Company.

The DAVD is currently in early-stage adoption with the US Navy and enjoys the benefit of anthe ~~Approved~~classification Authorization for Navy Use (ANU) ~~product~~item. DAVD also is certified for CE markings ~~for~~which covers compliance with the European Union and the United Kingdom health environmental and ~~environmental~~ health and safety requirements.

We are marketing the DAVD (through live demonstrations) globally to ~~Navies~~navies ~~globally~~ and ~~also to~~ the commercial diving market. We have significant ~~interest~~ interest from a number of reputable global commercial offshore service providers and are working with them for the early adoption of the ~~technology~~ technology and also a number of European friendly Navies including the UK Ministry of Defense (MOD).

~~Sales and~~Marine ~~Marketing~~Technology Business Accreditations

~~We market~~Coda ~~our~~Octopus ~~products~~Products ~~primarily~~Limited ~~through~~has ~~our~~the ~~internal~~requisite ~~sales~~accreditations for ~~team,~~its ~~website,~~business ~~industry~~including ~~events~~being ~~such~~Lloyds asRegister ~~trade~~accredited ~~shows,~~to ~~webinars,~~ISO ~~industry~~9001:2015 ~~relationships~~ and ~~agents~~Cyber inEssentials ~~foreign~~Plus ~~countries such as Japan, China and Korea~~certification. ~~In addition, we have a network of non-exclusive independent global sales agents.~~

~~Coda Octopus Products Limited has the requisite accreditations for its business including being Lloyds Register accredited to ISO 9001:2015 and Cyber Essentials certification.~~14

11Newly Acquired Business Unit - Precision Acoustics Limited (“PAL”)

PAL, which is UK based, was acquired into the Group on October 29, 2024. This Company is a recognized leader in the ultrasound and acoustic measurement field. Specializing in acoustic hydrophone design and innovative acoustic materials, they provide a comprehensive range of products and solutions, with a primary focus on medical imaging and Non-Destructive Testing (NDT). NDT is used to validate the viability of structures such as aircraft, ship hulls, wellheads and other subsea structures. Their expertise extends to working closely with national and global standard-setting bodies (such as the National Physical Laboratory of the UK), contributing to the establishment of the primary measurement standards in the industry. For segment reporting purposes, this Company financial results will be reported as a third unit under the Products Segment.

PAL has the requisite accreditations for its business including being Lloyds Register accredited to ISO 9001:2015 and Cyber Essentials certification.

Marine Engineering Businesses (“Services Segment”)

Our Marine Engineering Businesses comprise Coda Octopus Colmek, Inc. which is based in Salt Lake City and Coda Octopus Martech Limited which is based in the United Kingdom.

~~They~~ ~~supply engineered sub-assembly solutions which typically form part of broader mission critical integrated defense systems, test equipment, instrumentation, and the like.~~ They largely operate as sub-contractors to prime defense contractors, and their engineering solutions ~~are~~ typically constitute sub-components designed for integration into ~~broader~~larger defense programs of record where high levels of reliability and quality are essential pre-requisites for securing and maintaining these agreements with their customers. Typically, they prototype subassemblies for their customers and after going through various acceptance tests, including first article inspection approvals, they are then awarded the manufacturing contracts. Many of these manufacturing contracts have a repeat orders profile which typically follows the life cycle of the defense program that is using the subassembly component within the broader program.

These arrangements often give the Marine Engineering Business long term preferred/sole supplier status for the ~~parts~~sub-components they supply into these programs, and provide them with opportunity to participate in any requirements for technology refresh ~~and~~or obsolescence management ~~opportunities~~for ~~with~~the ~~these~~components ~~customers~~supplied. ~~and~~They ~~they~~ generally use these long-standing relationships to win more contracts with these customers.

In order to grow, the Marine Engineering Business relies on increasing the number of new programs it attracts annually.

In addition, we are increasingly combining our engineering capabilities with our product offerings. This enables us to offer systems which are complete with installation and support to maximize the utilization of our collective expertise to advance our technologies.

Coda Octopus Martech Limited (“Martech”)

Martech, which is UK-based, operates in the specialized niche of bespoke design and manufacturing services mainly to the United Kingdom ~~defense~~ defense and subsea industries. Its services are provided on a custom subcontract basis where high quality and high integrity devices are required in small quantities. Their ~~skills~~skill set includes both hardware and software design.

Martech enjoys pre-approvals to allow it to be short-listed for certain types of government contracts. Much of the more significant business secured by Martech is through the formal government or government contractor tendering process. Martech has the requisite accreditations for its business including being Lloyds Register accredited to ISO 9001:2015 and Cyber Essentials Plus certification.

Coda Octopus Colmek, Inc. (“Colmek”)

Colmek, which is USA-based, are suppliers of embedded solutions and sub-assemblies which they design and manufacture and sell into mission critical integrated defense systems such as the Close-In-Weapons System (CIWS). This business was established 1977 and has been supporting several significant US defense programs for over 40 years, including Raytheon’s CIWS and Northrop Grumman’s Mine Hunting Systems Program (AQS-24). Colmek’s business model entails designing sub-~~assembly~~assemblies ~~prototypes for defense programs~~ which ~~typically~~are ~~lead~~components ~~to contracts for the manufacture, repair and upgrade~~ of broader ~~these~~defense ~~sub-assemblies~~programs. Colmek is ~~are~~ the sole source for the parts that they supply ~~into~~to these programs. This business model ensures recurring and long tail revenues since we continue to supply parts, typically for the life of the program, which can span decades. Their ~~skills~~work ~~set~~scope ~~includes~~typically ~~both~~extends to both hardware and software design.

Colmek has the requisite accreditations for its business including being Lloyds Register accredited to ISO 9001:2015 and ~~Cyber~~NIST ~~Essentials~~(National Institute of Science and Technology) 800-171 certification.

Sales and Marketing

The Marine Technology Business markets its products through its internal sales team, website, industry events such as trade shows, webinars, live demonstrations of the technology, industry relationships and a network of non-exclusive agents in foreign countries such as Japan, China, Korea and South Africa.

PAL markets its products through its internal sales team, its website and a network of non-exclusive agents in Japan, China, India and Korea.

Colmek markets its products through its internal sales team, website, industry events and agents in the US and Canada.

Martech markets its products through its internal sales team, website and industry events.

Competition

In our Marine Technology Business (Products Business), we are exposed to the following competitive challenges:

Data Acquisition Products (~~GEO~~Geophysical Products)

A small percentage of our revenue is generated from our geophysical range of products.

The industry for data acquisition and processing systems for sidescan and sub-bottom profiler data is fragmented with several companies occupying niche areas, and we face competition from different companies with respect to our different products.

In the field of geophysical products, Triton Imaging Inc., a US-based company, now part of the ECA Group (Toulon, France), Chesapeake, a US-based company, and Oceanic Imaging Consultants, Hawaii, USA, dominate the market.

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GNSS Aided Inertial Positioning and Attitude Measurement Systems (“Motion Products”)

A small percentage of our revenue is generated from our F280 Series^®.

In the field of GNSS-aided inertial positioning and attitude sensing equipment, where our product addresses a small segment of the overall market, we believe that we have several principal competitors: Teledyne Technologies Inc.; Kongsberg Gruppen, iXblue, Applanix and SBG Systems. We believe that our market share in this market segment of motion sensing equipment is relatively small. We sell our MOTION range as part of our equipment suite to complement our Echoscope^® real time 3D sonar range as well as supplying it individually. The development and introduction of our F280 Series^® of GNSS Aided Inertial Positioning and Attitude Measurement System^®constitutes our new generation of Motion Products and gives us the opportunity to increase our market share.

Real Time 3D/4D/5D and 6D Volumetric Sonar

A significant portion of our revenue is generated from our Echoscope® technology.

In the field of Real Time 3D/4D/5D imaging, we are unaware of other companies offering a similar product. In this context it is important to understand some of the intellectual property including know how and capabilities we bring to this field include:

	-	Acoustic Projector/Transmitter design, manufacturing, and testing
	-	Acoustic Receiver Array design, manufacturing, and testing
	-	Acoustic encapsulation and sensitivity measurement
	-	Acoustic Projector/Transmitter beam pattern and sensitivity measurement
	-	Pressure housing Design and Manufacture (sonar systems)
	-	3D/5D/6D Real-Time digital beamforming (on-device)
	-	1D and 2D Digital Beamforming
	-	Broadband Beamforming
	-	Signal Processing
	-	Active High Frequency Sonar Systems
	-	Passive Mid Frequency Sonar Systems
	-	Data acquisition and recording hardware and software
	-	Real-time 2D and 3D sonar visualization rendering and processing software

Any entry into this market depends upon specialized marine electronics, acoustic and software development skills. The learning curve, which has resulted in the advancement of our real time 3D sonar device, is the culmination of two decades of research and development in this field.

Companies such as Kongsberg Gruppen, R2Sonic, LLC, Tritech International Ltd., United Kingdom, BlueView Technologies Inc., USA (now a part of ~~Teledyne~~ Teledyne Technologies Incorporated), and Norbit Group AS Norway and Kraken Robotics are examples of companies offering imaging sonar solutions (such as multibeam sonars, SAS sonars and/or 2D scanning sonars), but none of these sonar offerings are directly comparable or competitors to our real time volumetric 3D/4D/5D and 6D sonar solutions as their scanning sonar, single beam or multibeam sonars are not real time 3D imaging sonars and therefore cannot image moving targets underwater.

Specifically, we believe that they do not have the same capabilities as our Echoscope® technology in terms of real time inspection ~~and~~ and monitoring by generating 3D, 4D, 5D and 6D images of moving objects underwater including in environments in low or zero visibility conditions. ~~Nor~~ ~~do they have the ability to use a single sonar for multiple real time 3D/4D images simultaneously.~~ Notwithstanding it should be noted that Teledyne has acquired a significant number of substantial subsea companies (examples are Reson and BlueView). Teledyne has much greater resources, liquidity and market reach than our Company and has many operating verticals. We therefore can give no assurance that companies such as these will not enter this market. Furthermore, companies such as Kongsberg Gruppen and Teledyne can expend significantly more in any one fiscal year on R&D and Business Development, key pillars for increasing market share of underwater imaging sonars, than the Company. Notwithstanding, we believe that our recent development and introduction of 5D/6D - Echoscope PIPE®) sonar capability in conjunction with our software (4G USE® a multi-sensor platform) further distinguishes our volumetric sonars and significantly extends our lead in real time 3D/4D/5D and 6D Imaging of moving objects underwater over competitors in the subsea imaging market. Furthermore, we believe that the addition of Precision Acoustic’s expertise in this area will help the Company in maintaining its lead in this area. We are not aware of any other imaging sonars in the market capable of generating real time 5D and 6D imagery underwater, which are Coda Octopus inventions. The innovations around Echoscope PIPE® are the subject of numerous patent applications. We have been awarded US 10,718,865 and US 10,816,652 which concerns a method of compressing beamformed data and method of compressing sonar data, respectively. These two patents are important method patents since we are handling significantly more data than in our previous generation of sonars.

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We seek to compete on the basis of producing high quality products employing cutting edge technology that is easy to use by the operators without specialized skills in sonar technology. We intend to continue our research and development activities to continually improve our products, seek new applications for our existing products, develop new innovative products and grow the market for our products and expertise.

Diver Augmented Vision Display System (“DAVD”)

~~There~~A ~~are~~material ~~various~~portion ~~diving systems in the market that provide a combination~~ of ~~different aspects of~~ our ~~DAVD~~revenue system but no systems that directly compete in the form of embedded fully transparent glasses mounted internally within the diver helmet or mask and on which various types of images, data and augmented reality information can be displayed. This concept is ~~protected~~generated byfrom USour ~~Patent~~DAVD ~~10,877,282~~technology.

There are various diving systems in the market that provide a combination of different aspects of our DAVD system but no systems that directly compete in the form of embedded fully transparent glasses mounted internally within the diver helmet or mask for visual display of a range of data and augmented reality information which can be directly consumed by the diver underwater. This concept is protected by US Patent 10,877,282.

The DAVD system provides a unique diver centric system with localized and external sensors to provide increased safety, scene awareness and vital communication in the form of Digital Audio, Ultra-Low-Light Video, Text and technical instruction and access to a complete media hub for effective communication between diver and supervisor. The DAVD system provides the following capabilities:

	●	Fully Transparent High-Definition Head-Up Display mounted internally within supported Dive Helmets and Dive Masks, including Kirby Morgan KM37, KM37SS, KM97 and SL17 Helmets, as well as the Interspiro Divator MK II, OTS Guardian and Dräger Panorama Nova Dive
	●	Fully integrated 1st person perspective digital low-light camera with advanced video processing and real-time edge enhancement for Diver and Dive Supervisor
	●	Fully integrated noise-cancelling Digital Audio at source, replacing legacy communications
	●	Integrated Diver Head Tracking for accurate 3D scene visualization with full support for subsea positioning systems for accurate Diver positioning
	●	Telemetry Information on demand including Dive Timers, Depth and Compass Heading, Live position Lat/Long (when connected to external diving positioning system), Waypoint Range and Bearing as well as external Dive Computer data
	●	Instant Digital Voice and Text Communication between Dive Supervisor and Diver, including auto and pre-defined messaging
	●	Transmit unlimited on-demand media to Diver including Images, Instructional Videos, Technical Drawings and other assets to assist in live operations
	●	Creation and transfer of unlimited step-by-step mission instructions with text, video and image support for common diver tasks and operations
	●	Full Mixed-Reality 3D Display for Diver using live Sonar, pre-surveyed Sonar data and 3D models
	●	Divers HUD Display fully adjustable between 2D Mode, and 3D Mode with 1st person and 3rd person perspective

There are several diver related products and sensors that can be worn by the diver such as telemetry systems, navigational aids, dive computers, video and sonar systems and probes and sensors such as magnetic and thickness. Each of these systems typically have an independent display, typically on the device or wrist worn.

Video systems generally provide no direct benefit to the diver and are intended for top-side visualization. The DAVD provides video data to the diver directly.

More recent advances in technology have introduced head mounted display (HMD) as either replacement or as additional display close to the divers’ eyes. These are typically presented in the form of a monocular display mounted externally to the divers’ mask in which the diver must look at this display through a single eye. These are not intended for long term use and more for occasional glance at data for reference. Dual HMDs are also provided in certain products to replace what the diver can see through the mask with a computer display.

The drawback of such HMD is that the diver loses all sense of the natural surrounding and the real environment is placed using the computer display. Examples of monocular and dual lens HMD include Shearwater Nerd 2, Tritech DMD (Diver Mounted Display) and Blueprint Subsea Artemis HMD.

Furthermore, a significant challenge for diving is the operating environment where zero visibility conditions typically prevail. Combining our DAVD with our Echoscope® removes this barrier for diving operations.

In our Services Segment, we are exposed to the following competitive challenges:

Newly acquired business unit, PAL

PAL sells several products some of which are customized for the customer’s specific application. It is exposed to the following competitive challenges:

Needle and Membrane Hydrophones and Fibre-Optic Hydrophones Market.

For its needle and membrane hydrophone ranges, which are a highly specialized range of products, competition is limited. The principal competitors offering both needle and membrane hydrophones are Onda Corporation, Sunnyvale, CA, USA and Gampt, Merseberg, Germany. For its fibre-optic hydrophones range of products, its main competitors are Onda Corporation, Sunnyvale, CA, USA, RP Acoustics, Stuttgart, Germany and Muller Instruments, Oberursel, Germany.

Single element Transducers Market

PAL supplies single element transducers. There are many suppliers of ultrasonic transducers including Olympus, USA, Imasonic, Besancon, France; Vermon, France; Sonatest, UK; Waygate Technologies, USA as well as numerous smaller organizations in China. However, these competitors offer commercial-off-the-shelf (COTs) products whereas PAL offers custom design single element transducers based on its customers’ specifications and therefore competition is limited for this specialist customization capability).

Automated Measurement Systems Market

PAL supplies Automated Measurement Systems. Its main competitors in this area are Onda Corporation, Sunnyvale, CA, USA; Acertara Acoustic Laboratories, Longmont, CO, USA and Gampt, Merseberg, Germany. These companies offer acoustic measurement systems which are comparable with the PA UMS system. However, PAL faces less competition for its Automated Measurement Systems since its focus is on customization to their customers’ specifications.

Passive Acoustic materials Market

PAL supplies passive acoustic materials. Competition is limited as it has a license from the UK National Physical Laboratory to distribute a wide range of ultrasonic absorbers and encapsulants incorporating NPL’s intellectual property.

Measurements and Calibration Market

As a provider of measurements and calibration services in the UK, PAL’s main competitor is National Physical Laboratory (NPL), UK who is the only provider of ISO17025 accredited hydrophone calibration services, in addition to the ultrasonic power calibration service. They also provide ultrasonic and underwater acoustic field characterization services. However, there is a long-established collaboration between PAL and NPL, and both organizations act as supplier and customer of each other. Elsewhere, numerous notified bodies or national measurement institutions (TuV, Germany; SGS, France; GUM Poland; PTB, Germany) offer some specific measurement services.

Marine Engineering Businesses

Through our marine engineering operations, Coda Octopus Colmek, Inc. and Coda Octopus Martech Limited, we are involved in custom engineering for the defense industry in the United States and in the United Kingdom and are dependent on subcontract from the major prime contractors. Martech and Colmek compete with larger contractors, such as the primes, in the defense industry. Typical among these are Ultra Electronics, BAE Systems, Thales, Raytheon and Northrop Grumman, all of whom are also partners on various projects. The strongest competitors are often the prime contractors themselves as they predominantly have the option to execute the work package internally as opposed to subcontracting these.

Intellectual Property

We operate in an industry in which innovation, investment in new ideas and protection of our intellectual property rights are critical ~~for~~ for our continued success. When we can, we protect our innovations and inventions through a variety of means, including, but not ~~limited~~ limited to, applying for patent, copyright, and trademark protection domestically and internationally, and protecting our trade secrets. We ~~incentive~~ incentivize our employees to innovate through our Patent Reward Scheme. In the last 3 years we have advanced our existing sonar technology and have filed several significant patents applications pertaining to these inventions including ~~covering~~ our ~~newly innovated~~ 5D and 6D ~~sonars~~innovations. Furthermore, we have recently been awarded a patent which concerns a method of predicting and adjusting the laying of cable using sonar imaging. This is a significant patent for the Offshore Renewables Market, which as the world makes the energy transition is set to expand globally. ~~The Offshore Renewables sector is important for our growth strategy.~~ Our Echoscope® technology is used for real time monitoring of cable installations for ~~some~~many of these offshore renewable projects. This recent patent covers a method which automatically predicts the cable touchdown point and removes the need ~~for~~ for the Echoscope® operator to manually determine and log the cable touchdown point.

Patents

Our patented inventions along with our strategy to enhance these inventions are at the heart of the Company’s strategy for growth ~~and~~ and development. We expend a material part of our ~~cash~~ resources in building our Patent Portfolio. We also incentivize our staff to contribute to our Patent Portfolio by having in place a competitive Patent Reward Scheme. ~~In the 2023 FY we added four new patents to our portfolio.~~

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Our patent portfolio consists of the following:

Patent No.	Description	Expiration Date
US 7,466,628	Concerns a method of constructing mathematical representations of objects from reflected sonar signals	January 1, 2027
US 7,489,592	Concerns a method of automatically performing a patch test for a sonar system, where data from a plurality of overlapping three-dimensional (3D) sonar scans of a surface, as the platform is moved, are used to compensate for biases in mounting the sonar system on the platform	March 5, 2027
US 7,898,902	Concerns a method of representation of sonar images allowing 3D sonar data to be represented by a two-dimensional image	June 13, 2028
US 8,059,486	Concerns a method of rendering volume representation of sonar images.	April 16, 2028
Japan 5565964	Concerns a method for drilling/levelling by an underwater drilling/levelling construction device	January 13, 2031
Japan 5565957	Concerns a method of construction management for a 3D sonar device	October 13, 2030
US 8,854,920	Concerns a method of volumetric rendering of 3D sonar data sets	June 22, 2033
US 9,019,795	Concerns a method of object tracking using sonar imaging through point matching between 3D data sets	November 30, 2033
US 10,088,566	Concerns a method of object tracking using sonar imaging using a bounding sphere for object tracking	November 25, 2036
US 10,718,865	Concerns a method of compressing beamformed sonar data	March 1, 2039
US 10,816,652	Concerns a method of compressing sonar data	October 28, 2038
US 11,061,136	Concerns a method of tracking unknown possible objects with sonar	March 28, 2039
**US 11,204,108	Concerns a method of predicting and adjusting the laying of cable using sonar imaging.	March 22, 2039
*US 11,448,755	Concerns a method of correcting beamformed data through split aperture beamforming	June 3, 2041
US11,579,288	Concerns a method of pseudo random frequency sonar ping generation for the purposes of data and hardware cost reduction	April 14, 2038
JP7224959	Concerns a method of compressing sonar data	~~April~~February 1428, 2038
US10, 877,282	Head Up Display System for Underwater Face Plate (within an underwater dive helmet or dive mask)	License for exclusive use granted to Coda Octopus.
US 11,846,733	Concerns a method of stabilizing sonar images	October 30, 2035
JP 7224959	Concerns a method of pseudo random frequency sonar ping generation to reduce data and hardware cost	April 14, 2038
JP 7403226	Concerns a method of pseudo random frequency sonar ping generation to reduce data and hardware cost	April 14, 2038
US 11,874,407	Concerns technologies for dynamic, real time, four-dimensional volumetric multi-object underwater scene segmentation	February 19, 2040
US11,789,146	~~Combined~~Concerns a combined method of location of sonar detection device	August 5, 2039

Trademarks

We own the registered trademarks listed below and they are used in conjunction with the products that we market and sell:

Coda®, Octopus®, CodaOctopus®, CodaOctopus & Design®, Octopus & Design®, F180®, F280®, F280 Series®, Echoscope®, Echoscope 4G®, Echoscope 5D®, 5D Echoscope®, Echoscope 6D®, 6D Echoscope®, Echoscope PIPE® Ping-Pong Echoscope Sonar®, Ping-Pong Echoscope®, Ping-Pong Sonar®, Echoscope Sequencer® 4G Underwater Survey Explorer®, 4G USE®, Echoscope Sequencer®, Survey Engine®, Dimension®, DAseries®, GeoSurvey® CodaOctopus® Air, CodaOctopus® Vantage®; CodaOctopus® UIS; CodaOctopus® USE, Sentiris® ~~and~~, Thermite®; PA and PA Precision Acoustics.

In addition, we have registered several internet domain names including www.codaoctopus.com; www.codaoctopusgroup.com; www.colmek.com ~~and~~ and www.martechsystems.co.uk; www.codaoctopusmartech.com; and www.acoustics.co.uk.

Research and Development (“R&D”)

Research and Development is foundational to our business strategy to ensure our growth strategy and maintain our competitiveness. The main costs that are incurred in this area are wages and salaries, ~~and~~researching, prototyping., ~~The~~and ~~recent~~validation ~~crystallization~~and oftesting. ~~several~~The ~~significant~~acquisition ~~hardware~~of ~~development~~PAL ~~projects~~into by the ~~Company~~Group on October 29, ~~has~~2024, ~~seen~~may result in an increase in R&D expenditures ~~decreasing~~as we seek to take advantage of PAL’s expertise with a view to bringing more products and solutions to the market.

Our products are complex and therefore we can give no assurance that even with spending a significant part of our resources on R&D, we will be successful in our development goals or realize significant monetization of these developments. Furthermore, even following the launch of any product we may not succeed. Moreover, we may incur significant research and development expenditures without realizing viable products.

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Government Regulation

~~Because of~~We ~~the~~sell ~~nature~~our ofproducts ~~some~~and ofservices ~~our~~internationally and ~~products,~~therefore ~~they~~we ~~may~~are be subject to ~~export~~numerous ~~control~~laws ~~regimes~~concerning ~~including~~general business regulations in the ~~United~~various ~~States,~~jurisdictions ~~United~~in ~~Kingdom, Denmark,~~which ~~and~~we ~~Australia~~operate. Governmental ~~where~~actions we(such ~~conduct~~as ~~business~~trade ~~operations.~~protection ~~Where~~measures, ~~our~~including ~~products~~export ~~are~~duties ~~subject~~and toquotas ~~such~~and ~~export~~custom ~~control~~duties ~~requirements,~~and ~~they~~ tariffs) may ~~only~~have bea material ~~exported~~impact toon our ~~customers~~business ifand ~~there~~directly isaffect aour ~~valid~~revenue. ~~export~~We ~~license~~are ~~granted~~also bysubject ~~the~~to ~~relevant~~compliance ~~government~~with ~~body~~the U.S. ~~Moreover,~~Foreign ~~these~~Corrupt ~~regulations~~Practices ~~may~~Act ~~change~~and ~~from~~other ~~time~~applicable toU.S. ~~time~~and inforeign ~~these~~laws ~~jurisdictions,~~prohibiting ~~including~~corrupt ~~the~~payments ~~United~~to ~~States,~~government ~~depending~~officials onand ~~the~~other ~~existing~~third ~~relationship~~parties. ~~with~~We ~~the~~are ~~country~~subject to ~~which~~laws and policies of the ~~goods~~U.S. ~~are~~and ~~exported~~other jurisdictions affecting trade, foreign investment, loans, and taxes.

WeFurthermore, many of our products are subject to export control regimes including in the United States, United Kingdom, Denmark, and Australia. Where our products are ~~also~~subject ~~required~~to such export control requirements, they may only be exported to ~~maintain~~our ~~certain~~customers ~~accreditations~~if ~~such~~there asis ~~ISO~~a ~~900~~valid ~~accreditation~~export license granted by the relevant government body. Moreover, ~~cyber~~these ~~security~~regulations ~~certifications~~may ~~including~~change ~~Cyber~~from ~~Essentials~~time to time in these jurisdictions, including ~~and~~the ~~NIST~~United States, ~~approvals~~depending on the existing relationship with the country to ~~hold~~which ~~government~~the ~~items~~goods orare ~~materials~~exported. Our international activities are significant to our revenues and~~/or~~ ~~certain~~profits ~~personnel~~(see orNote ~~facility~~16 ~~clearances~~Disaggregation of revenue). We are therefore dependent on obtaining, on a timely basis, export licenses to many foreign jurisdictions including China.

In addition, as a provider for the US Government, we may be subject to numerous laws and regulations relating to the award, administration, Defense Federal Acquisition Regulations (“~~DFARS~~DFARs”) and performance of US Government contracts, including the False Claims Act. Non-compliance found by any one agency could result in fines, penalties, debarment, or suspension from receiving additional contracts with all US Government agencies. Given our dependence on US Government business, suspension or debarment could have a material adverse effect on our business and results of operations. In addition, the costs of complying with some of the regulations including DFARS may be prohibitive.

We are dependent on Government funding for a significant part of our revenue generation. To secure certain types of Defense contracts, we need as a pre-requisite to meet Defense Federal Acquisition Regulations on security (including regulations on the type of IT system which must be in place, receiving, handling and storing certain classes of materials). In many instances we do not hold these credentials, and we may therefore not qualify to compete for such contracts.

We are also required to maintain certain accreditations including ISO 900 accreditation, Cyber Essentials, Cyber Essential Plus and NIST (National Institute Science and Technology).

Employees

As of the date hereof, we employ approximately 83103 employees worldwide, of which 1015 hold management positions. A large majority of our ~~employees~~ employees have a background in science, technology, software and hardware engineering, with a substantial part being educated to a degree level. A number of our employees hold PhD’s in the area of their specialization. None of our employees are employed under a collective agreement and we have not experienced any organized labor difficulties in the past.

Available Information

Our internet address is www.codaoctopusgroup.com, where we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities Exchange Commission (“SEC”). Our SEC reports can be accessed through the investor relations section of our website. With the exception of our annual and periodic reports (Form 10-K and Form 10-Q), the information found on the Company’s website is not intended to be incorporated by reference into this or any other report we file with or furnish to the SEC and are expressly excluded from any such form or reporting.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 1C. CYBERSECURITY.

~~Not~~Risk ~~required.~~Management

16The Company has designed and implemented processes to identify, address and mitigate risks from cybersecurity threats. Our current processes, which are subject to change as best practices evolve, include:

	(I)	maintenance of cyber security certifications (such as Cyber Essential Plus). The Cyber essential scheme is a certification scheme designed to show that an organization has a minimum level of protection in cyber security through annual assessments to maintain the certification. This certification is issued by third party service providers who review annually the Company’s security controls around its Information Technology Infrastructure (“ITI”) and business practices to determine the Company’s vulnerability to cyber security threats. We also implement all recommendations which may come out of the certification assessments process.

	(II)	As part of our day-to-day management of our business, we perform ongoing monitoring of ITI for access violations to our IT systems, weaknesses, changes or other threats.

	(III)	We actively monitor the bulletins that may be issued by National Cyber Security Bodies, which are a good source of information on current trends and methods relating to cyber-attacks. We review this information and adapt our business practices as may be prudent and feasible.

	(IV)	We have established an internal cross-group committee (Cyber Security Management Committee (“CSMC”) designating the area of cyber security risk management as “business critical”. The CSMC, under the guidance of the Board of Directors, is responsible for the risk management strategy and governance of this critical business area. Under the CSMC, a formal monthly reporting on cyber security related matters has been implemented and this is provided to the Management of Company for ongoing review. The monthly reporting covers: (i) the outcome of random testing designed to identify threats, access violations and risks; (ii) compliance with the Company’s ITI access protocol; (iii) confirmation that in the reporting period that there were no cyber security incidents; (iv) the assessment and identification of any gaps in the Company’s cyber security risk management protocol; and (v) confirmation that we continue to be compliant with our cyber security certifications and no action or omission has caused this certification to be invalid.

	(V)	We run monthly cybersecurity awareness training with our employees, and this is documented in our internal periodic reporting.

Governance

Our Board of Directors holds oversight over the Company’s cyber security risk management strategy and protocols and has amongst its composition an expert on this subject who has been appointed as having the lead in this area. The Company’s internal CSMC works closely with the Board’s expert appointee. All ITI changes, proposed through the CSMC, are routed through approval processes, and testing before implementation.

Our business strategy, results of operations, and financial condition have not been materially affected by risks from cybersecurity threats, but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents.

ITEM 2. PROPERTIES

Orlando, Florida

Our corporate offices are co-located with our subsidiary Coda Octopus Products, Inc. in Orlando. We own these business premises comprising 3,000 square feet, that ~~includes~~include office space, training center and light manufacturing facilities.

Salt Lake City, Utah, USA

Coda Octopus Colmek operates from its premises which comprises 16,000 square feet and includes manufacturing, R&D Facilities, and office space. These premises are owned by Coda Octopus Colmek.

Edinburgh, Scotland, UK

Coda Octopus Products Limited (Edinburgh based) operates from its premises comprising 21,313 square feet of internal space and includes office space, R&D Facilities, and manufacturing. These premises are owned by Coda Octopus Products Limited.

Copenhagen, Denmark

Coda Octopus Products A/S, a Danish Subsidiary was established as as a mitigation strategy in relation to the UK leaving the European Union which has limited trade relations with EU member states. ~~These~~It leases business premises ~~are~~comprising ~~used~~1,450 assquare ~~our~~feet ~~European~~for ~~Offices~~its operations. The lease is subject to ~~six (~~6) months’ notice toof ~~terminate~~termination.

Annual rent is DKK 142,893 plus Value Added Tax (being an equivalent of $2022,~~472~~903) per annum) with an annual increase of 3%.

Portland, Dorset, UK

Martech uses premises owned by Coda Octopus Products Limited. These premises are located in the Marine Center in Portland, Dorset, United Kingdom, and comprise 9,890 square feet. The building comprises both office space and manufacturing and testing facilities. The rent paid to Coda Octopus Products Limited is $5359,~~803~~109 per annum.

Higher Bockhampton, Dorset, United Kingdom

Precision Acoustics Limited leases business premises comprising 6,501 square feet used for both office space, manufacturing and testing facilities. The lease is for a fixed period (with no provision for early termination) and expires on March 31, 2033. The annual rent for these premises is $58,350 per annum.

All non-US Dollar denominated rents are stated according to prevailing exchange rates as of the date of each respective lease agreement.

ITEM 3. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

1721

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock has been traded on the Nasdaq Capital Market under the symbol “CODA” since July 19, 2017. The following table sets forth the range of high and low bid prices of our common stock as reported and summarized on the Nasdaq, for the periods indicated. These prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.

Year Ended October 31, 2024	HIGH		LOW
First Quarter	$	7.12	$	5.21
Second Quarter	$	7.04	$	5.26
Third Quarter	$	7.49	$	5.86
Fourth Quarter	$	9.03	$	6.80

Year Ended October 31, 2023	HIGH		LOW
First Quarter	$	8.22	$	5.88
Second Quarter	$	8.19	$	6.13
Third Quarter	$	11.09	$	7.75
Fourth Quarter	$	8.76	$	5.70

Year Ended October 31, 2022	HIGH		LOW
First Quarter	$	8.95	$	6.49
Second Quarter	$	7.37	$	5.60
Third Quarter	$	5.75	$	4.77
Fourth Quarter	$	6.44	$	4.85

We have not declared or paid any cash dividends on our common stock, and we currently intend to retain future earnings, if any, to finance the expansion of our business, and we do not expect to pay any cash dividends in the foreseeable future. The decision whether to pay cash dividends on our common stock will be made by our board of directors, in their discretion, and will depend on our financial condition, operating results, capital requirements and other factors that the board of directors considers significant.

As of October 31, ~~2023~~2024, we had no authorized share repurchase programs.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

1822

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OPERATIONS

Forward-Looking Statements

The following discussion is intended to promote understanding of the results of operations and financial condition and should be read in conjunction with our consolidated financial statements and notes thereto. This discussion may contain forward-looking statements that reflect the plans, estimates and beliefs of Coda. The words “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates” or other words of similar meaning and similar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date the statements were made. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors and we disclaim and do not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law.

This section of ~~this~~ Form 10-K ~~generally~~ discusses fiscal ~~2023~~2024 and ~~2022~~2023 items and year-to-year comparisons between ~~2023~~2024 and ~~2022~~2023. Discussions of 2022 ~~2021~~ items and year-to-year comparisons between ~~2022~~2023 and ~~2021~~2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K, filed with the SEC on January 30, 2023, which is available free of charge on the SEC’s website at www.sec.gov and our Investor Relations website at www.codaoctopusgroup.com.

General Overview

~~The Company~~We ~~operates~~operate two distinct ~~businesses~~business segments: the Products Segment and Services Segment. ~~These~~The ~~are~~Products Segment comprises two distinct business units: the Marine Technology Business, (which serves the subsea market), and PAL. The Services Segment comprises two engineering businesses.

	●	the Marine Technology Business (also referred to in this Form 10-K as “Products Business”, or “Products Segment”); and
	●	the Marine Engineering Business (also referred to in this Form 10-K as “Engineering Business”, or “Services Business” or “Services Segment”).

Marine Technology Business

Our Marine Technology Business has operations in the USA, UK and Denmark – see organization chart set out in the Section Item 1 (Business). This business is an established technology solution provider to the ~~subsea and~~ underwater imaging, surveying and diving market. It has been operating as a supplier of solutions comprising both hardware and software products for ~~close~~over to 30 years to this market and it owns key proprietary technology including its Echoscope® and DAVD technology, that are used in both the underwater defense and commercial markets. All design, development and manufacturing of our technology and solutions are performed within the Company. We sell our products and solutions globally and have a combination of direct sales and indirect sales (via our agents’ network). In Asia and Africa, we largely sell via agents, while in the USA, Europe and the Middle East we sell directly. We also rent our products and solutions, particularly to tier-one offshore service providers who prefer accounting for offshore equipment as an operating expense rather than capital expense.

Our imaging sonar technology products and solutions marketed under the name of Echoscope® and Echoscope PIPE® are used ~~primarily~~ in ~~the~~a wide range of underwater construction ~~market~~activities (which include real time monitoring, placements or decommissioning), offshore renewables, offshore oil and gas, forward looking obstacle avoidance, complex underwater mapping, salvage operations, dredging, bridge inspection, underwater hazard detection, port and harbor security, mining, mine counter measures, ship hull scanning, real time threat detection, robotics and 3D perception applications, fisheries, commercial and defense diving, and marine sciences sectors. Uniquely the Echoscope® technology is a single sensor for multiple underwater applications which allows the market operators to consolidate their underwater sensor requirements.

Our novel diving technology is distributed under the name “CodaOctopus® DAVD” to the global defense and ~~commercial~~ commercial diving markets and is relatively new to the market. The DAVD system which embeds a pair of transparent glasses in the ~~Head~~ ~~up Display (~~HUD) is used as the data hub for displaying comprehensive real time data to the diver underwater including augmented reality data. ~~This~~DAVD ~~also~~technology allows both the diver and the dive supervisor to visualize in real time the same underwater scene and data. We believe that the DAVD system has the potential to radically transform how diving operations are performed globally because it provides a fully ~~integrated~~ integrated singular system for topside control and a fully connected HUD system for the diver, allowing both the topside and diver to share a range of critical information including depth (pressure and temperature), compass and head tracking, real time dive timers and alerts, diver position and navigation, ultra-low light enhanced video system and enhanced digital voice communications. Limitations of of current diving operations are that the diver only shares analog voice communications with the ~~topside,~~dive issupervisor ~~subject~~on to the ~~topside~~surface, ~~verbally~~instructions ~~describing~~are ~~information~~relayed verbally, and there is no real time information including real time navigation, tracking and mapping of the dive area available to the diver. The topside must also manage several independent systems for video, communications, and positioning. The Company’s DAVD solution addresses these deficiencies. Another critical part of our solution is that by using the Company’s Echoscope® technology, diving can be performed in zero visibility conditions, a common problem which besets these operations and can result in significant costs to the offshore service provider.

1923

Although we generate most of our revenues from our range of real time 3D ~~sonar~~sonars ~~which includes both proprietary hardware~~ and ~~software and the~~ DAVD, we have a number of other products which we supply to the marine offshore market such as our ~~inertial navigation systems (~~F280 Series®), ~~and~~DA4G, ~~our~~GeoSurvey ~~geophysical~~and ~~hardware~~Survey ~~(DA4G)~~Engine®. ~~and~~We ~~software~~also ~~solutions~~have ~~(GeoSurvey~~added ~~which~~a isnew ~~widely~~product ~~used~~for use in the ~~Oil~~diving &market, ~~Gas~~a ~~sector~~digital communication ~~and~~system ~~Survey~~(Voice ~~Engine®,~~ HUB 4) which ~~include~~advances ~~artificial~~the ~~intelligence~~current analog-based ~~automatic~~communication ~~detection~~technology ~~systems)~~to a digital based communication technology. Our customers include offshore service providers to major oil and gas companies, renewable energy companies, underwater construction companies, law enforcement agencies, ports, mining companies, defense bodies, prime defense contractors, navies, research institutes and universities and diving companies. We also provide technology customization of services ~~of our technology~~, particularly in the defense market and around our DAVD solutions where this is tailored for particular markets and applications.

~~The Services~~Newly ~~Business~~acquired ~~has operations in the USA and UK. It is a trusted long-term Department of Defense (DoD) supplier. Its central~~ business ~~model~~unit consists of working with Prime Defense Contractors to design and manufacture sub-assemblies for utilization into larger defense mission critical integrated systems (“MCIS”). An example of such MCIS is the US Close-In-Weapons Support (CIWS) Program for the Phalanx radar-guided cannon used on combat ships. These proprietary sub-assemblies, once approved within the ~~MCIS~~ ~~program, afford the Services Business the status of preferred supplier. Such status permits it to supply these sub-assemblies~~Products and upgrades in the event of obsolescence or advancement of technology for the life of the MCIS program. Customers include prime defense contractors such as Raytheon, Northrop Grumman, Thales Underwater and BAE Systems. The typical scope of services provided by this business extends to concept, design, prototype, manufacture, and post-sale support including maintenance and obsolescence management.Segment

We ~~have~~ ~~long-standing~~acquired ~~relationships~~PAL ~~with~~into ~~prime~~the ~~defense~~Group ~~contractors~~on October 29, 2024. ~~and~~PAL wehad ~~use~~no ~~these~~material ~~credentials~~income statement activity in the two days from the acquisition date October 29, 2024 through to ~~secure~~October ~~more~~31, ~~business~~2024, the date of the Company’s fiscal year end. WeTherefore, ~~support some~~the ~~significant~~Company’s ~~defense~~audited ~~programs~~Consolidated Statements of ~~record~~Income byand ~~supplying~~Comprehensive ~~and~~Income ~~maintaining~~(“Income ~~proprietary~~Statement”) ~~parts~~reported ~~(or~~in ~~parts~~this Form 10-K for ~~which~~the weyear ~~are~~ended ~~preferred~~October ~~suppliers)~~31, ~~through~~2024, ~~obsolescence~~do ~~management~~not ~~programs.~~include ~~These~~any ~~services~~revenue ~~provide~~or ~~recurring~~expenses ~~stream~~relating ofto ~~revenues~~PAL. ~~for~~Therefore, ~~our~~to ~~Services~~the extent that the Management Discussions relate ~~segment~~to Income Statement activity, this does not include the recently acquired PAL.

~~Both the Marine Technology Business and Marine~~ Engineering Business have established synergies in terms of customers and specialized engineering skill sets (hardware, firmware, and software) encompassing capturing, computing, processing and displaying data in harsh environments.

The Services Business has operations in the USA and UK. It is a trusted long-term Department of Defense (DoD) supplier. Its central business model consists of working with Prime Defense Contractors to design and manufacture sub-assemblies for utilization into larger Defense mission critical integrated systems (“MCIS”). An example of such MCIS is the US Close-In-Weapons Support (CIWS) Program for the Phalanx radar-guided cannon used on combat ships. These proprietary sub-assemblies, once approved within the MCIS program, afford the Services Business the status of preferred supplier. Such status permits it to supply these sub-assemblies and upgrades in the event of obsolescence or advancement of technology for the life of the MCIS program. Customers include prime Defense contractors such as Raytheon, Northrop Grumman, Thales Underwater and BAE Systems. The typical scope of services provided by this business extends to concept, design, prototype, manufacture, and post-sale support including maintenance and obsolescence management.

We have long-standing relationships with Prime Defense Contractors, and we use these credentials to secure more business. We support some significant Defense programs of record by supplying and maintaining proprietary parts (or parts for which we are preferred suppliers) through obsolescence management programs. These services provide recurring stream of revenues for our Services segment.

These business units have established synergies in terms of customers and specialized engineering skills sets (hardware, firmware, and software) encompassing capturing, computing, processing and displaying data in harsh environments.

Factors Affecting our Business.

Our business is affected by a number of factors including those set out below:

A. United Kingdom’s withdrawal from the European Union (EU) – ~~Commonly referred to as~~ “Brexit”

This has affected our Business in several important areas:

Ø It has reduced ~~the~~demand ~~availability of the pool of highly skilled workers in the fields in which we operate. This has made recruitment~~ for ~~skills challenging and constrains~~ our ~~ability~~products ~~to innovate rapidly. Ø Our Technology requires training~~ and ~~support~~services ~~of customers deployments. UK employees are unable to freely work~~ in the European Union and they now require work permits which are only available in limited circumstances including demonstrating that no other European national is available to perform the services. This is virtually impossible to demonstrate and therefore this impacts our ability to service our European Union customer requirements and directly impacts on revenue. Ø Our shipments from the UK to the EU member states ~~are subject to custom process~~. ~~This~~Recent ~~results~~Bank ~~in increased costs and delays in the processing~~ of ~~shipments.~~England ~~This~~analysis is(October a2024) ~~further~~has ~~impediment~~concluded ~~for~~that ~~our~~the ~~customers~~UK ~~and~~leaving ~~makes selling into these markets more challenging. Ø Because we have to set up various offices in~~ the European Union ~~member~~single ~~state countries to gain seamless access to these markets~~market, ithas ~~increases~~impacted ~~the~~demand ~~cost~~for ofBritish ~~our~~products ~~operations~~ and ~~therefore~~services ~~our overheads without any corollary increase~~ in ~~sales~~all ~~to defray these costs~~areas.

20It has reduced the availability of the pool of highly skilled workers. This has made recruitment for skills challenging and constrains our ability to innovate rapidly. Our technologies (both DAVD and Echoscope®) require training and support of customers deployments. We do not qualify for work permits in the EU member states and therefore cannot support our EU customers as we did prior to Brexit. Our shipments to the EU member states are subject to custom process. This results in increased costs and delays in the processing of shipments. This is a further impediment for our customers and makes selling into these markets more challenging. Because we have to set up various offices in the European Union member state countries to gain seamless access to these markets (Denmark and the Netherlands), it increases the cost of our operations and therefore our overheads without any corollary increase in sales to defray these costs. More broadly, it has interrupted the free flow of our products and services in the EU member states which has resulted in reduced demand.

Currency Risks:

The Company’s operations are split between the United States, United Kingdom, Denmark, and the Netherlands. ~~Item 1 (Business) of this Form 10-K sets out an overview of the entities within the Company’s group and their location.~~ A significant proportion of our consolidated revenues ~~(51.4% in 2023 FY compared to 53.9% in the 2022 FY)~~ are generated outside of the United States by our foreign subsidiaries in the United Kingdom (“UK”) and Denmark and in the 2024 FY our foreign subsidiaries generated $12,936,755, representing 63.7% of our consolidated revenue. In addition, a significant part of our assets and liabilities ~~(both current and fixed)~~ is held in British Pounds, Danish Kroner and Euros by these foreign subsidiaries. Foreign Currency ~~Translations~~translations as they pertain to our assets and liabilities are translated at the prevailing exchange rate at the balance sheet date and related revenue and expenses are translated atusing ~~weighted~~the average exchange rates in effect during the 12-month reporting period. Significant currency fluctuations (particularly the British Pound and/or the Danish Kroner, Euros, ~~versus~~against the US Dollar) may (positively or negatively) affect our financial results including our profit and loss account and the value of our assets and therefore we are subject to foreign currency fluctuation risks. In the ~~Current~~2024 FY, for the purpose of reporting revenue and expenses, the value of the British Pound and Danish Kroner when compared to the 2023 FY increased against the USD by 3.4% and 1.1%, ~~there~~respectively. ~~were~~For ~~less~~the ~~adverse~~purpose ~~movements~~ of ~~these~~reporting ~~foreign~~assets ~~currencies~~and liabilities, the British Pound and the Danish Kroner both increased by 6.0% and 2.8%, respectively against the USD when compared to the 2023 FY. We also hold cash and ~~therefore~~cash ~~our~~equivalents in foreign ~~subsidiaries~~currencies ~~revenues~~such ~~when~~as ~~translated~~British ~~into~~Pound, ~~USD~~Euros, ~~were~~Danish ~~only~~Kroner. ~~marginally~~When ~~impacted~~the U.S. Dollar strengthens compared to these currencies, cash and cash equivalents balances when ~~applying~~translated, ~~the~~may ~~Constant~~be ~~Rate~~materially ~~(which~~less than expected and vice versa. The impact of currency fluctuations is ~~the~~discussed 12more fully below under Item 2 -~~month~~ ~~period~~“Inflation inand Foreign ~~the~~Currency”. ~~previous~~See ~~financial~~also ~~year~~Note ~~exchange~~2 ~~rate~~(Summary of Accounting Policies) – “Foreign Currency Translation” to the audited consolidated financial statements.

Furthermore, we sell our goods and services globally. The exchange rate of the foreign currency used by our customer for the purchase of our goods and services against our functional currency may make the purchasing of our products unattractive from a pricing point of view. In the Current FY, revenues from Japan, a key strategic market, were significantly down due to the depreciation of the Japanese Yen against major currencies such as the USD and British Pound.

Inflation

Inflation measured as the Consumer Price Index has affected the global economy since calendar year 2022, and which was caused by supply chain issues resulting from the coronavirus pandemic and which has since been further compounded by the war in Ukraine which has affected the price of commodities such as oil. Inflation has since remained volatile in the countries in which we operate and continues to be a threat to the global economy. Recently inflation has been falling in these countries but remain volatile and in the twelve months to October 31, ~~2023~~2024, these were:

Ø Denmark 0.1.6% - source: Statistics Denmark, Ø UK 43.72% - source: Office of National Statistics (ONS); and Ø USA 3.2.6% - source: U.S. Bureau of Labor Statistics.

~~Despite~~Although in the ~~decrease~~2024 inFY inflation, ~~the~~has ~~geopolitical landscape~~been ~~(such~~falling, asprices ~~the~~which ~~war~~have inincreased ~~Ukraine~~due ~~which~~to ~~impacts~~inflation onover the ~~price~~last oftwo ~~commodities~~years including ~~oil)~~our ~~makes it highly probable that inflation~~raw ~~will~~material ~~continue~~costs ~~to be volatile in the countries in which we operate~~ and ~~therefore~~wages ishave ~~likely~~remained toat ~~impact~~their ~~the~~inflationary-inspired ~~costs~~level ~~of our operations. Inflation~~and ~~affects~~have ~~our~~become ~~business in several areas including~~ the ~~costs~~base ~~of our operations (such as wages and salaries~~price, ~~which~~a ~~has~~large ~~seen~~part ~~an average increase~~ of ~~10%~~which inwe ~~the~~have ~~reporting~~not ~~period)~~been ~~and~~able ~~the~~to ~~costs~~pass ofon ~~raw~~to ~~materials for our products~~customers. ~~The~~Furthermore, ~~increase in~~ the ~~bill~~Bank of ~~materials (“BOM”)~~England ~~costs~~has ofindicated ~~our~~that ~~products~~global isshocks ~~not~~cannot ~~easily~~be ~~transferable~~ruled toout ~~our customers~~ and ~~therefore~~these ~~there is a risk that our margins~~ may because ~~adversely~~inflation ~~impacted and/or~~to ~~that we become less competitive~~increase. ~~Furthermore,~~For ~~inflation has a knock-on effect on revenue~~example, ~~since~~developments in athe Middle ~~high~~East ~~inflation~~could ~~environment our~~increase ~~customers~~inflation ~~are~~by ~~less~~causing ~~likely~~oil prices to ~~invest in technology~~rise.

DInflation affects our business in a number of areas including reducing demand for our goods and services, increasing our cost of operations and materials and therefore our overall financial results. ~~Political~~See ~~Landscape/Exporting~~“Inflation toand ~~China~~Foreign Currency” section of this Form 10-K.

We sell our products globally and increasingly to Asia. Asia is the fastest growing economies for our technology and solutions. The recent change in both the US and UK Governments’ political stance (and to a lesser extent the European Union Member States) towards trade with China, directly affects the sale of our products to customers based in China. Our real time 3D sonars which are depth rated above 300 meters along with our inertial navigation and attitude measurement sensors (F280® series) are subject to export control for certain countries, including China and therefore requires an export license. Although DAVD is not subject to export control under Export Administration Regulation (EAR) or International Trade in Arms Regulations (ITAR), we are not allowed to promote our DAVD technology in China.25

On March 2023, the US Government Department of Commerce (Bureau of Industry and Security, Commerce) amended the Export Administration Regulations (EAR) to add a significant number of entities “determined …D.to beGeopolitical acting contrary to the national security or foreign policy interests of the United States”. The amended EAR in general states that there is a “presumption of denial” of grant of export licenses to these entities and their affiliates. This is another indication that the US Government policy and disposition towards China continues to harden and companies in the technology space will increasingly find it difficult to sell to China due to government restrictions.Landscape

~~The UK~~(i) ~~Government~~Relationship ~~is generally in lock step~~ with the USSecond ~~Government’s~~Largest ~~position~~Economy ~~and has refused to grant export licenses for several of the Company’s applications for end users~~ in ~~China for~~ the ~~first~~World: time in 25 years of our dealing with the UK Export Control Organization. The curtailment of access to this market due to refusal to issue export licenses is likely to significantly impact our revenues from Asia.China

~~Furthermore,~~We ~~even~~sell ~~though~~ our ~~sonars~~products ~~which~~globally ~~are~~and ~~depth~~increasingly ~~rated~~to atAsia. ~~250m~~Asia oris ~~less~~the dofastest ~~not~~growing ~~require~~economies ~~export licenses~~ for ~~China, and~~ our ~~other~~technology ~~products such as our geophysical products~~ and ~~Pan~~solutions. ~~& Tilt devices, the~~ The recent change in both the UKUS ~~Export~~and ~~Control~~UK ~~Regulations~~Governments’ ~~vis-à-vis China~~political ~~now~~stance ~~encompasses~~towards antrade ~~“all~~with ~~catch”~~China, ~~provision~~directly ~~under~~affects ~~which~~the ~~any~~sale ~~item~~of ~~intended~~our ~~for~~products ~~export~~ to ~~China~~customers ~~may~~based bein ~~seized~~China. byOur ~~UK Border~~real ~~Control~~time ~~“if~~3D ~~there~~sonars iswhich aare depth ~~risk~~rated ~~that~~above an300 ~~item~~meters ~~may~~along bewith ~~intended~~our orinertial ~~diverted~~navigation ~~for~~and ~~purposes~~attitude ~~connected~~measurement ~~with~~sensors ~~weapons~~(F280® ofseries) ~~mass~~are ~~destruction~~subject orto ~~their~~export ~~means~~control offor ~~delivery”.~~certain ~~The~~countries, ~~interpretation~~including ofChina ~~this~~and ~~provision~~therefore ~~has~~requires ~~seen~~an ~~almost~~export ~~all~~license. ~~exports~~Many toChinese ~~China from the UK~~entities ~~being~~have ~~detained~~been byincluded UKon ~~Border~~the ~~Control.~~US InBureau ~~2023~~of FYIndustry weand ~~realized~~Security ~~significantly~~blacklist ~~less~~where inthere ~~sales~~is toa ~~China,~~presumption ~~and~~of wedenial ~~believe~~of agrant ~~direct result~~ of ~~the~~ ~~political environment~~export licenses.

The ~~removal~~UK ofGovernment ~~China as a trading partner~~ is ~~likely~~generally toin ~~have~~lock astep ~~significant~~with ~~negative~~the ~~impact~~US onGovernment’s ~~our~~position ~~revenues~~ and ~~growth strategy. China~~ has ~~one~~ ofrefused ~~the~~to ~~largest~~grant ~~planned~~export ~~and~~licenses ~~funded investment programs~~ for ~~offshore~~several of ~~renewables,~~ the ~~market~~Company’s applications for ~~which~~end ~~most~~users ~~of our technology is used for~~ in China. ~~After~~The ~~significant~~curtailment ~~business~~of ~~development~~access ~~in China, we had started~~ to ~~see persistent and credible growth for our products in~~ this market. ~~However,~~due ~~with~~to ~~the~~refusal ~~ongoing~~to ~~geopolitical~~issue ~~climate,~~export welicenses is dolikely ~~not expect~~ to ~~see~~significantly ~~increased~~impact ~~sale~~our inrevenues ~~China~~from Asia.

21The removal of China as a trading partner (the second largest economy in the world) is likely to have a significant negative impact on our revenues and growth strategy. China has one of the largest planned and funded investment programs for offshore renewables, the market for which most of our technology is used for in China. After significant business development in China, we had started to see persistent and credible growth for our products in this market. However, with the ongoing geopolitical climate, we do not expect to see increased sales in China. We also believe that where technologies are made unavailable to China, China will endeavor to find alternative source of supply or innovate in the areas where restrictions are placed by Western governments and will be more harmful to companies.

(ii)

War in Ukraine:

The ongoing war in Ukraine impacts our Services Business as most defense spending is now directed toward land-based applications rather than naval based applications. This therefore reduces the opportunities for the Services Business, thus impacting revenue.

(iii)

Global instability caused by ongoing conflicts

In general, conflicts create global instability in many ways including disrupting the supply chain and shipping routes. Such conflicts may reduce demand for our products and also increase inflation.

Significant Increase in the Price of Raw Materials

While there have been improvements in lead time for supply of raw materials and components in the Supply Chain during the reporting period, ~~there~~we ishave experienced a significant ~~inflation~~ ~~which~~increase ~~impacts~~in the costs of raw materials ~~which~~caused weby ~~are unlikely to be able to pass on to our customers due to the extent of these increases~~inflation. These increases may make the costs ~~cost~~ of ~~making~~ our products uncompetitive and ~~may also~~ affect ~~our~~demand and margins.

Shortage of Key Skills/Resourcing Levels and significant increase in cost of operations due to inflation

We are experiencing skill shortages in areas that are critical tofor our ~~growth~~business ~~strategy including experienced sales and marketing personnel, software developers and skilled electronic technicians~~operations. The inflationary conditions ~~and~~coupled with the shortage of skilled workers in the countries in which we operate ~~(US, the UK, Denmark, and India)~~ make it difficult for us to compete for these skills ~~as there is extreme pressure on wages~~. ~~It was widely reported in the UK press recently that “annual average total pay growth for the private sector was 7.9%~~ ~~in April to June 2023~~Furthermore, the ~~largest~~competitive ~~annual~~marketplace ~~total~~for ~~growth~~labor ~~rate~~also ~~since~~results ~~comparable records began~~ in ~~2001~~high ~~[The~~turnover ~~Economist August 19th-25th 2023 Edition]”. Furthermore, as a small business, we do not have resilience built into our workforce. As a result, there is a risk~~ in the ~~face~~workforce ofwhich ~~global~~impacts ~~skills shortages coupled with a higher demand for skills that we could lose skills that are essential for~~ our business ~~including~~in ~~the~~several ~~manufacture of our products or continuation of our engineering services~~areas. For our engineering business, it is crucial that they can offer competitive pricing to their Prime Defense Contractors who generally have the option to retain the subcontract inhouse with their engineering teams and therefore pricing is an important deciding factor for being awarded a subcontract by these customers.

AsFurthermore, as a small business, we are hindered in our ability to compete for certain specialized electronic engineering skills or technology skills, as our remuneration package is not as competitive as those offered by bigger companies which are competing for the same skills.

G. ~~Government~~Technological ~~Spending for Defense~~Advancement

WeA ~~are~~significant ~~dependent~~part ~~on the timely allocation~~ of ~~funds~~our togrowth ~~defense~~strategy ~~procurement~~is bypredicated ~~governments~~on inour ~~the~~flagship ~~United~~real ~~States~~time ~~and~~volumetric ~~the~~imaging ~~United~~sonar ~~Kingdom.~~technology, Athe ~~large~~Echoscope® ~~part~~and of our ~~revenues~~Diver inAugmented ~~the~~Vision ~~Services~~Display ~~Segment~~(DAVD) ~~derives~~solution. ~~from~~The ~~government~~technology ~~funding~~space inis ~~the~~inherently ~~defense~~uncertain ~~sector.~~due Into ~~general,~~the ~~where there is~~fast apace ~~change~~ of ~~government,~~innovations ~~spending~~and ~~priorities~~therefore ~~may~~we ~~change~~can ~~from~~give ~~those~~no ~~priorities~~assurance ofthat ~~the~~we ~~previous~~can ~~Administration.~~maintain ~~This may adversely impact on~~ our ~~revenues.~~leading ~~Furthermore,~~position ~~during~~in ~~calendar~~these ~~year~~areas ~~2024,~~or ~~the~~that innovations USin ~~Federal~~other ~~Defense~~areas ~~Budget~~may isnot ~~dependent~~surpass onour ~~the~~solutions ~~New~~that ~~Administration being~~we ~~able~~currently supply to ~~secure approval in Congress for~~ the ~~defense~~subsea ~~budget~~market. ~~The~~An ~~slim~~example ~~majority~~of onnew ~~which~~technology entering the ~~current~~subsea ~~Administration~~market ~~operates~~ is ~~likely~~ tolidar ~~hinder future spending on new defense projects~~technology. ~~Currently~~However, ~~with~~unlike ~~the~~our USsonar ~~Election season almost open~~technology, ~~the~~Lidar ~~Federal~~technology ~~Government is~~cannot ~~using~~be ~~continuing~~employed ~~resolutions~~in tozero visibility ~~fund~~conditions ~~existing~~and ~~programs~~cannot asgenerate ~~there~~a isvolume nopulse ~~agreement~~or onimage ~~budget.~~moving ~~This~~objects isrequired ~~likely~~for toreal ~~further~~time ~~postpone approval~~inspection ~~of budgets~~ and ~~apportionments of funds, which is likely to affect our business~~monitoring underwater.

H. ~~Technological~~Concentration ~~Advancement~~of Business Opportunities Where the Sales Cycle is Long and Unpredictable

AThe ~~significant~~Services ~~part~~Business ofrevenues ~~our~~are ~~growth~~highly ~~strategy~~concentrated isand ~~predicated~~are onlargely ~~our~~generated ~~flagship~~from ~~real~~subcontracts ~~time~~with ~~volumetric~~a ~~imaging~~small ~~sonar~~number ~~technology~~of Prime Defense Contractors. The sales cycle is generally protracted, ~~the~~which ~~Echoscope®~~may ~~and~~affect our ~~Diver~~revenues. ~~Augmented Vision~~It ~~Display~~is ~~(DAVD)~~also ~~solution.~~dependent ~~The~~on ~~technology~~the ~~space~~US isfederal government ~~inherently~~appropriating ~~uncertain~~budget ~~due~~for toDefense projects and where the ~~fast~~federal ~~pace~~government ofis ~~innovations~~unable ~~and~~to ~~therefore~~find weconsensus ~~can~~in the US ~~give~~Congress, nothis ~~assurance~~affects ~~that~~the wetimely ~~can~~award ~~maintain~~of sub-contracts from Prime Defense Contractors to our ~~leading~~Services ~~position~~Business, inwhich is reliant on these ~~areas~~awards. orFurthermore, ~~that~~the ~~innovations~~Marine inTechnology ~~other~~Business’ ~~areas~~key ~~may~~opportunities ~~not~~which ~~surpass~~are ~~our~~critical ~~solutions that~~to weits ~~currently~~growth ~~supply~~strategy toare in the ~~subsea~~Defense market. Anand ~~example~~therefore ofthis ~~new~~business ~~technology~~segment ~~entering~~is ~~the~~also ~~subsea~~reliant ~~market~~on isfunding ~~LIDAR~~from ~~technology~~Defense Programs. ~~However,~~Due to the protracted ~~unlike~~nature ~~our~~of ~~sonar~~the ~~technology,~~government ~~LIDAR~~procurement ~~technology~~process ~~cannot~~and becycle ~~employed~~for inDefense ~~zero~~spending ~~visibility~~under ~~conditions~~federal and/or ~~cannot~~state ~~generate~~budgets, athe ~~volume~~sales ~~pulse~~cycle orcan ~~image~~be ~~moving~~long, ~~objects~~unpredictable ~~required~~and ~~for~~subject ~~real~~to ~~time~~variation ~~inspection~~by the different Administrations, thus affecting timing of orders, revenues and ~~monitoring~~our ~~underwater~~overall growth plans.

I. ~~Concentration~~Interest ~~of Business Opportunities Where the Sales Cycle is Long and Unpredictable~~Rates

The ~~Services~~change ~~Business~~in ~~revenues~~monetary ~~are~~policy ~~highly~~vis-à-vis ~~concentrated~~interest ~~and~~rates ~~are~~has ~~largely~~in ~~generated~~general ~~from~~affected ~~subcontracts~~some ~~with a small number~~ of ~~Prime Defense Contractors. The sales cycle is generally protracted which may affect~~ our ~~revenues.~~key Itsectors issuch ~~also~~as ~~dependent~~offshore ~~on the US~~renewables ~~federal government appropriating budget for defense projects~~ and ~~where~~underwater ~~the~~construction. ~~federal~~The ~~government~~increase isin ~~unable~~interest torates ~~find~~has ~~consensus~~impacted inon the ~~US Congress,~~viability ~~this~~of ~~affects~~a ~~the~~number ~~timely award~~ of ~~sub-contracts~~underwater ~~from~~projects ~~Prime Defense Contractors to our Services Business, which is reliant~~resulting onin ~~these~~increased ~~awards.~~operational ~~Furthermore~~costs, ~~the Marine Technology Business key opportunities~~ which ~~are critical to its growth strategy are~~ in ~~the Defense~~turn ~~Market~~has ~~for~~reduced ~~both its imaging sonars and~~ the ~~DAVD,~~demand ~~both of which are key pillars of the Company’s growth strategy. Due to the protracted nature of the government procurement process and cycle~~ for ~~defense spending under federal and/or state budgets, the sales cycle can be long and unpredictable, thus affecting timing of orders and thus revenues and~~ our ~~overall~~underwater ~~growth plans~~solutions.

22J. Reduced Funding Available for Defense Programs resulting from the use of Continuing Resolutions to authorize ongoing spending under Defense Programs

We are dependent on the timely allocation of funds to defense procurement by governments in the United States and the United Kingdom. A large part of our revenues is derived from government funding in the Defense sector. In FY 2024 many U.S. Defense Programs were funded through continuing resolution (as opposed to a fully appropriated Federal Budget). Funding programs through the continuing resolutions mechanism means that spending priorities shift caused by lower availability of funds. Both Segments have been affected by this including the Products Business DAVD Hardening Program. Consequently, our revenue from the Americas in the 2024 FY decreased by 20.0% and was $7,287,561 compared to $9,110,498 in the 2023 FY. See Note 16 (Disaggregation of Revenue) for more information on this impact on our Business. Many Defense Programs will continue to operate under continuing resolution until the new Administration approves a Federal Budget and line-item appropriations are completed, which may be several months after the new Administration takes office and therefore, we believe we will continue to be impacted until this is resolved.

Critical Accounting Policies and Estimates

The Management’s discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These financial statements have been prepared in conformity with GAAP in the United States which requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty. We evaluate our estimates based on our historical experience and various other assumptions that are believed to be reasonable under the circumstances. These estimates relate to revenue recognition, the assessment of recoverability of goodwill and intangible assets, recognition and measurement of deferred income tax assets and liabilities, the assessment of unrecognized tax benefits, and others. ~~Actual~~In addition, in connection with our acquisition of PAL, we determined the fair value of PAL’s opening balance sheet, which determination relied on numerous estimates about the current and future operations of PAL. Actual results could differ from those estimates, and may have material effects on our operating results and financial position ~~may result~~.

We believe the following accounting estimates are most critical to understanding our consolidated financial statements. See “Note 2 - Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements for a full description of our accounting policies.

Revenue Recognition

Revenues are earned under formal contracts with our customers. ~~and~~In respect of our Marine Technology Business these are derived from both sales and rental of underwater technologies ~~and~~ ~~equipment for imaging, mapping, defense~~ and ~~survey~~in ~~applications,~~respect ~~diving~~of ~~technology~~our ~~and~~Engineering Business from the ~~engineering~~supply ~~services~~of ~~that~~engineering ~~we provide~~services. Our contracts do not include the possibility for additional contingent consideration so that our determination of the contract price does not involve having to consider potential variable additional consideration. Our product sales do not include a right of return by from the customer.

Regarding our ~~Products~~Marine ~~Segment~~Technology Business, all our products are sold on a stand-alone basis and those market prices are evidence of the value of the products. To the extent that we also provide services (e.g., installation, training, etc.), those services are either included as part of the product or are subject to written contracts based on the stand-alone value of those services. Revenue from the ~~sale~~sales of services is recognized when those services have been provided to the customer and evidence of the provision of those services exists.

For further discussion of our revenue recognition accounting policies, refer to “Note 4 Revenue Recognition” in our Consolidated Financial Statements.

Stock-based Compensation

We recognize the expense related to the fair value of stock-based compensation awards within the consolidated statements of income and comprehensive income. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the periods in which the related services are rendered.

Income Taxes

The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, Income Taxes (ASC 740). Under ASC 740, deferred income tax assets and liabilities are recorded for the income tax effects of differences between the bases of assets and liabilities for financial reporting purposes and their bases for income tax reporting. The Company’s differences arise principally from the use of various accelerated and modified accelerated cost recovery system lives for income tax purposes versus straight line depreciation used for book purposes and from the utilization of net operating loss carry-forwards.

Deferred tax assets and liabilities are the amounts by which the Company’s future income taxes are expected to be impacted by these differences as they reverse. Deferred tax assets are based on differences that are expected to decrease future income taxes as they reverse. Correspondingly, deferred tax liabilities are based on differences that are expected to increase future income taxes as they reverse. “Note 1011 Income Taxes” to the Consolidated Financial Statements discusses the amounts of deferred tax assets and liabilities, and also presents the impact of significant differences between financial reporting income and taxable income.

2328

For income tax purposes, the Company uses the percentage of completion method of recognizing revenues on long-term contracts which is consistent with the Company’s financial reporting under U.S. GAAP.

Goodwill and Intangible Assets

Goodwill and intangible assets consist principally of the excess of cost over the fair value of net assets acquired (i.e., goodwill), ~~customer~~ customer relationships, value of technology, non-compete agreements and licenses. Goodwill was allocated to our reporting units based on the original purchase price allocation. Goodwill is not amortized and is evaluated for impairment annually or more often if circumstances indicate impairment may exist. Customer relationships, value of technology, non-compete agreements, patents and licenses are ~~being~~ amortized on a straight-line basis over periods of 2 to 15 years. The Company amortizes its intangible assets using the straight-line method over their estimated period of benefit. We ~~annually~~ evaluate annually the recoverability of goodwill and intangible assets and carefully consider events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists.

Step 1 of the goodwill impairment test used to identify potential impairment compares the fair value of the reporting unit with its’ carrying amount, including goodwill. If the fair value, which is based on future discounted cash flows, exceeds the carrying amount, goodwill is not considered impaired. The Company has adopted Accounting Standards Codification 2017 – 04, Simplifying the Test for Goodwill Impairment, which permits the Company to impair the difference between the carrying amount in excess of the fair value of the reporting unit as the reduction in goodwill.

At the end of each financial year, we evaluate goodwill on a separate reporting unit basis to assess recoverability, and impairments, if any, are recognized in earnings. An impairment loss would be recognized in an amount equal to the excess of the carrying amount of the ~~reporting~~ reporting unit compared to the fair value of the reporting unit. To date, the Company has not had any goodwill impairments.

Fiscal Year ~~2023~~2024 Consolidated Results of Operations

In this Form 10-K, the following meanings are ascribed to the terminologies set out immediately below:

FY	Means Fiscal Year
2024 FY	Means the Fiscal Year ended October 31, 2024
2023 FY	Means the Fiscal Year ended October 31, 2023
2022 FY	Means the Fiscal Year ended October 31, 2022
Current FY	Means the Fiscal Year ended October 31, 2024
Current FY	Means the Fiscal Year ended October 31, 2023
Previous FY	Means the Fiscal Year ended October 31, 2023
Previous FY	Means the Fiscal Year ended October 31, 2022

InIt ~~the~~should ~~Current~~be FYnoted that our ~~overall~~audited ~~consolidated~~Consolidated ~~financial~~Statements ~~results were down when compared to the Previous FY. Our consolidated results include the results~~ of ~~the~~Income ~~Company’s~~and ~~foreign~~Comprehensive ~~subsidiaries.~~Income ~~Our Foreign subsidiaries’ results are translated from their respective functional currencies into United States Dollar~~ (~~USD~~“Income Statement”) for ~~reporting purposes. Currency fluctuations can therefore impact on our consolidated results including revenue and our profitability. In~~ the ~~Current FY our consolidated revenue was~~ ~~$19,352,088~~2024 ~~compared to $22,225,803 in the Previous~~ FY, ~~representing~~do anot ~~decrease~~include ofPAL ~~12.9%.~~which ~~The foreign currency impact in the Current FY~~ was ~~immaterial~~acquired ~~and~~into ~~when applying~~ the ~~Constant~~Group ~~Rate~~on ~~(Previous~~October ~~FY exchange rate)~~29, ~~our~~2024 ~~revenue~~(two ~~would~~days ~~have~~prior ~~been~~to ~~marginally higher in~~ the ~~Current~~Company’s FYfiscal byyear end ~~0.4%~~on orOctober ~~$84,901~~31). ~~During~~PAL ~~the~~had ~~Current~~no FYmaterial ~~Gross~~Income ~~Profit~~Statement ~~Margins~~activity ~~moderately~~during ~~decreased~~that ~~by 1~~period.~~0%.~~ ~~Total~~As ~~operating expenses increased by 1.0% and were $10~~such,~~291,503~~ ~~compared~~ to ~~$10,186,624 in~~ the ~~Previous~~extent ~~FY.~~that ~~Income~~the ~~from~~Management Discussions ~~operations decreased by 45.3%~~ and ~~was $2,739,552~~Analysis ~~compared~~below relate to ~~$5,004,064~~Income inStatement ~~the 2022 FY. Net income before taxes decreased by 33.3% and was $3~~activity,~~421,228~~ ~~compared~~these ~~to $5,132,335~~do innot ~~the~~include ~~Previous FY~~PAL.

~~The~~In ~~main factors for~~ the ~~decrease~~Current inFY our overall consolidated financial results ~~are~~were ~~global~~up ~~economic~~when ~~factors~~compared ~~including~~to ~~inflation~~the ~~which~~Previous ~~has~~FY. ~~directly resulted~~Our inconsolidated ~~some~~results ~~significant~~of operations ~~offshore~~include ~~projects~~the ~~stalling~~results inof the ~~Current~~Company’s FYforeign subsidiaries. ~~Many~~Our ~~offshore~~foreign ~~operators~~subsidiaries’ ~~(which~~results ~~constitute~~are ~~our~~translated from ~~customers~~their respective functional currencies into United States Dollar (USD) for reporting purposes. Currency fluctuations can ~~have~~therefore ~~existing~~impact ~~fixed~~(positively ~~priced~~or ~~contracts~~negatively) ~~that~~on ~~were~~our ~~entered~~consolidated ~~into~~results ~~several~~including ~~years~~revenue, ~~prior~~our profitability and ~~which~~the ~~are~~value ~~now~~of ~~substantially~~our ~~“out-of-the-money”~~assets ~~due~~and toliabilities ~~inflation.~~included ~~Some~~on ~~reports~~the ~~indicate~~consolidated ~~that~~balance ~~some~~sheet. ofIn ~~these~~the ~~offshore~~Current ~~projects~~FY ~~saw~~our ~~costs~~consolidated ~~rising~~revenue inwas $20,316,161 ~~excess~~compared ofto ~~40%~~$19,352,088 ~~against~~in athe ~~backdrop~~Previous ofFY, ~~fixed~~representing ~~price~~an ~~contracts~~increase ~~previously~~of ~~agreed~~5.0%. ~~Consequently,~~When ~~many~~applying ofthe ~~these~~Constant ~~projects~~Rate ~~were~~(that ~~not~~is ~~executed~~the foreign inexchange ~~the~~rate ~~Current~~applied in Previous FY. ~~Many~~when oftranslating from the ~~prime~~foreign ~~contractors~~subsidiaries’ ~~(Orsted,~~functional ~~Vattenfall,~~currencies ~~Siemens~~to USD for reporting purposes), our revenue would have ~~announced~~been ~~either~~lower ~~project~~in ~~costs~~the ~~write~~Current ~~down~~FY by 1.7% or $350,986 and therefore our consolidated revenue ~~shelving~~was ofpositively ~~projects~~impacted. ~~until~~Gross ~~further~~Profit ~~notice~~Margin increased by 2.5%, ~~These~~reflecting ~~factors~~changes ~~have~~in ~~affected~~the ~~our~~mix ~~Marine~~of ~~Technology~~sales ~~Business~~in ~~and~~the ~~was~~reporting ~~further~~period. Total ~~compounded~~operating expenses increased by ~~slower~~ ~~order-take~~2.9% in the ~~2023~~Current FY ~~from~~and ~~key~~were ~~strategic~~$10,588,974 ~~markets~~compared into ~~Asia~~$10,291,503 ~~due~~in tothe ~~macro-economic~~Previous ~~factors~~FY. ~~The~~Income from UKoperations ~~Engineering~~increased ~~Operations have~~by ~~also~~30.8% ~~been~~and ~~affected~~was by$3,584,131 ~~slow~~in ~~order~~the ~~take~~Current asFY ~~during~~compared to $2,739,552 in the ~~2023~~Previous FY. ~~their~~Net ~~defense~~income ~~customers~~before ~~prioritize~~taxes in ~~land-based~~the ~~applications relating~~Current toFY ~~supporting~~increased ~~the~~by ~~Ukraine~~34.8% ~~efforts~~and ~~over~~was ~~naval-based~~$4,611,288 ~~solutions~~compared to $3,421,228 ~~relevant~~in ~~for~~the ~~this~~Previous ~~business~~FY.

24Although in the Current FY our revenue increased by 5.0% when compared to the Previous FY, revenue emanating from the strategic Defense sector, an important pillar for our growth strategy, was down. This was due to the reduced level of funding under US Defense Programs caused by the use of continuing resolutions to fund these programs. The use of continuing resolution means funding priorities shift to accommodate the reduced levels of funding available for these programs. The shift in priorities may therefore affect the allocation of funding for programs which we budget for internally. For this reason, in the Current FY revenue emanating from the Americas fell by 20.0% and was $7,287,561 compared to $9,110,498 in the Previous FY (See Note 16 “Disaggregation of revenue” for more information on the split of our revenue in the reporting period). We anticipate that our business will continue to be impacted until the new Administration adopts a Federal Budget and line-item appropriations are made. This could be several months from the new Administration taking office and we therefore anticipate that our Q1 2025 financial results will be impacted by this.

Segment Summary

Marine Technology Business

InThe ~~the 2023 FY, the~~ Marine Technology Business ~~generated~~ ~~$12,119,066~~forms orpart ~~62.6%~~ of ~~our consolidated revenues compared to $14,724,688 or 66.3% in~~ the ~~2022 FY, representing a decrease~~Products ~~of 17~~Segment.7%. Gross Profit Margin was lower at 76.7% in the 2023 FY compared to 80.0% in the 2022 FY, representing a decrease of 3.3%. The decrease in gross profit margin is attributed to a combination of factors including higher agents’ commission costs of $794,427 compared to $596,426, in the 2022 FY, representing an increase of 33.2%, and less units of rentals, software and customization services sold, all of which yield a higher gross profit margin. Total operating expenses increased in the Marine Technology Business by 8.0% and were $5,153,456, compared to $4,771,054 in the 2022 FY. This is largely due to exchange rate variance (a non-cash item within SG&A). Income from operations in the Marine Technology Business was $4,145,814.

~~The~~In the ~~overall~~2024 ~~decrease~~FY, the Marine Technology Business generated $12,806,603 or 63.0% of our consolidated revenues compared to $12,119,066 or 62.6% in the 2023 FY, representing an increase of 5.7%. Gross Profit Margin was higher at 77.9% in the 2024 FY compared to 76.7% in the 2023 FY, representing an increase of 1.2 % points, reflecting the mix of sales and reduced commission costs. In 2024 FY total operating expenses increased in the Marine Technology Business ~~financial~~ ~~results~~by 13.2% and were $5,833,972, compared to $5,153,456 in the 2023 FY. This is due to ~~the~~an ~~decrease~~increase in ~~revenue~~various ~~caused~~areas byof ~~weak~~our ~~demand~~SG&A ~~from~~expenditure ~~key~~including ~~strategic~~wages ~~markets~~and ~~such~~salaries, asmarketing, ~~offshore~~general ~~renewables~~office costs and ~~construction~~exchange ~~projects~~rate variance. Income from operations in ~~Asia~~the Marine Technology Business was $4,148,090.

~~The~~Although in ~~business~~the ~~model~~2024 ~~for~~FY ~~our~~revenue in the Marine Technology Business ~~includes~~ ~~both~~increased ~~outright~~by ~~sales~~5.7%, ofthis ~~our~~segment ~~technology~~was ~~and~~impacted ~~rentals~~by ~~with~~reduced ~~associated~~revenue ~~services.~~from ~~Rentals~~the Americas ~~requirements~~resulting ~~and~~from ~~usage~~reduced ~~emanate~~orders ~~mainly~~under ~~from Europe~~Defense ~~and~~Programs ~~are~~caused ~~largely used~~ by ~~Tier~~the ~~One~~shift ~~Offshore~~in ~~Service~~spending ~~Providers.~~priorities ~~Rentals~~resulting ~~and~~from ~~associated~~the ~~services~~use ~~are a significant part~~ of ~~our~~continuing ~~business model~~resolutions ~~and~~to ~~growth~~fund ~~strategy, since~~ these ~~Tier One Service Providers generally rent equipment as opposed to purchase~~programs. InAs a ~~addition~~result, athe ~~significant part~~Marine ofTechnology ~~these~~Business ~~revenues~~revenue ~~comprises~~from ~~associated~~the ~~services~~Americas ~~which~~decreased ~~encompass~~by ~~our~~33.4% ~~field~~and ~~engineers~~was ~~providing~~$2,838,857 ~~support~~ in the ~~mobilization~~2024 ofFY ~~the~~compared to ~~equipment~~$4,263,883 ~~and~~in ~~providing~~the ~~training~~2023 ~~to users~~FY.

~~During~~ In the ~~Current~~2024 FY werevenue ~~saw~~generated afrom ~~sharp~~rentals ~~fall~~increased inby ~~our~~84.1% ~~rental~~ and ~~associated~~was ~~services~~$2,328,781 ~~revenues~~compared ~~and contrary~~ to ~~our~~$1,264,804 ~~business~~in ~~plan for~~ the ~~Current~~2023 FY, awhich ~~lack~~offset the ofreduction ~~growth~~ in ~~rentals~~outright ~~revenues.~~sale Inof products in the ~~Current~~ 2024 FY ~~rental~~which ~~revenue~~ was $17,~~264~~210,~~804~~169 compared to $18,~~844~~444,~~755~~305 in the ~~Previous~~2023 FY, representing a decrease of 3114.46%. WeCommission ~~believe this is largely due to the offshore renewable industry experiencing rising~~ costs, ~~interest~~decreased ~~rates~~by ~~hikes~~9.4% and ~~supply~~were ~~chain issues~~$719,491 ~~which~~in ~~have seen~~ the ~~major~~2024 ~~operators~~FY inas ~~this~~compared ~~market shelving development projects and seeking~~ to ~~reset~~$794,427 ~~contract prices. The offshore renewable energy market is an important sector for our technology and success~~ in ~~this market is important for our growth strategy. It is reported that~~ the ~~slowdown in Europe in the offshore~~2023 ~~renewable market is attributable to the factors below:~~FY.

	●	Operators have seen a 40% increase in the costs of installations (against a backdrop of fixed price contracts negotiated in previous years). This has caused many of these offshore developments/projects to become unviable. Many of the major operators in this sector have now shelved or cancelled projects. Many of these projects are now open to either re-tendering or price reset negotiations (source www.windeurope.org, Bloomberg, Financial Times).
	●	Delays in European offshore providers entering the US Market due to contractual hurdles, inflation, high interest rates – all of which have caused these contracts to become unattractive to execute against. By way of example, Orsted (the world’s biggest developer of offshore wind) in the Current FY warned that several of its offshore wind projects are being hurt by suppliers’ delays which could lead to a significant write down relating to US Projects (such as, Ocean Wind`, Sunrise Wind and Revolution Wind) and more recently headlined in the Financial Times that BP and Equinor have scrapped New York offshore wind contract due to rising costs, interests rates and supply chain problems (source Bloomberg and Financial Times).

Asia is a key strategic market for our growth. During the Current FY we also saw a sharp fall in outright sales (as opposed to rentals) of equipment from the Asia-region. In the Current FY we had sales from Asia of $4,607,786 compared to $5,723,970 in the Previous FY. This is attributed to the slow pace of conversion of our proposals into orders from Asia including Japan, South Korea and China. We continue to believe that these are important markets for our technology and, although in the Current FY sales from that region fell, we do not believe this relates to any systemic problems with our technology or solutions offered but relate to broader macro-economic factors which impacts on investment decisions.

Services Business

In the ~~2023~~2024 FY, the Services Business generated $7,~~233~~509,~~022~~558 or 37.40% of our consolidated revenues compared to $7,~~501~~233,~~115~~022 or 3337.74% in the ~~2022~~2023 FY, representing aan ~~decrease~~increase of 3.68%. Gross Profit Margin was higher at 5155.68% in the ~~2023~~2024 FY compared to 4551.46% in the ~~Previous~~ 2023 FY, representing an increase of 64.2% points. This increase reflects the mix of engineering ~~work~~services ~~during~~composed ~~the~~within ~~2023~~our 2024 FY revenue make up (more units of manufacturing compared to design work). Total operating expenses fell in the Services Business by 61.37% and were $2,~~515~~471,~~664~~810 ~~compared~~in the 2024 FY compared to $2,~~684~~515,~~985~~664 in the ~~Previous~~2023 FY. This is largely related to the reduction in staff headcount. ~~Income~~caused ~~from~~by ~~operations~~volatility ~~was $1,216,121~~in ~~compared~~the toworkforce ~~$722,584~~ in ~~the~~general ~~2022 FY. Our Services Segment is comprised of the UK Operations (Martech)~~ and ~~the~~a USshortage ~~Operations (Colmek).~~in ~~During~~engineering ~~the~~skills ~~2023~~in ~~FY,~~ the UKmarkets ~~Operations has experienced significant delays~~ in ~~securing~~which ~~orders~~we ~~from its UK customers~~operate. ~~While we~~Income ~~still expect to receive these orders, this delay has impacted significantly on the revenue~~ from ~~the~~operations ~~UK Operations of our Services Business and has contributed to the overall fall~~ in ~~our consolidated financial results in~~ the ~~Current~~ 2024 FY. Wewas ~~believe~~$1,719,233 ~~the~~compared ~~reason for this delay is that some of our customers’ priorities have temporarily shifted~~ to ~~supporting requirements for Ukraine which are land-based solutions and are not~~$1, ~~for example~~216,121 ~~mine-hunting~~in orthe ~~other~~2023 ~~naval applications~~FY. ~~We do not believe these opportunities have gone away but have, instead, been postponed.~~

~~Comparison~~ This segment is comprised of ~~fiscal~~the ~~year~~UK ~~ended~~Operations ~~October~~(Martech) ~~31,~~and ~~2023,~~the toUS ~~fiscal~~Operations ~~year~~(Colmek) ~~ended~~and ~~October~~is 31reliant on funding being available under Defense Programs. During the 2024 FY, ~~2022~~the US Operations experienced significant delays in securing orders under Defense Programs caused by the reduced funding available under continuing resolutions which result in a shift in spending priorities. This has caused reduced order intake by our US Services Operations. Until a Federal Budget is adopted by the new Administration and the line-item appropriations are in place we expect this business unit to continue to be impacted.

~~The~~We ~~information~~continue ~~provided below pertains~~ to ~~the~~work ~~Company’s consolidated financial results. For information~~ on the ~~performance~~diversification of ~~each~~ ~~Segment including~~ the ~~disaggregation~~Services ofBusiness ~~revenues~~revenue, ~~and~~which ~~geographical~~is ~~split,~~highly ~~see~~concentrated ~~“Note~~and 14reliant ~~Segment~~on ~~Analysis”~~Defense ~~and~~funding ~~“Note~~being 15available, ~~Disaggregation~~by ofinvesting ~~Revenue”~~in of our ~~audited~~Thermite® ~~Consolidated~~Octal ~~Financial~~range ~~Statements as~~ of ~~October~~mission ~~31, 2023, and 2022~~computers.

25Comparison of fiscal year ended October 31, 2024, to fiscal year ended October 31, 2023

The information provided below pertains to the Company’s consolidated financial results of operations. For information on the performance of each Segment including the disaggregation of revenues and geographical split, see “Note 15 Segment Analysis” and “Note 16 Disaggregation of Revenue” of our audited Consolidated Financial Statements as of October 31, 2024, and 2023.

Revenue:

Year Ended October 31, 2023		Year Ended October 31, 2022		Percentage Change
Year Ended October 31, 2024		Year Ended October 31, 2023		Percentage Change
$	1920,~~352~~316,~~088~~161	$	2219,~~225~~352,~~803~~088	~~Decrease~~Increase of 125.90%

WeOur ~~realized a decrease in our~~ consolidated revenues ofincreased 12by 5.90% in the ~~2023~~2024 FY when compared to the ~~2022~~2023 FY. InThis ~~the~~increase ~~2023~~is FYlargely ~~revenue~~attributed ~~decreased~~to the increase in ~~both~~the ~~business~~revenue ~~segments~~generated ~~which~~by ~~did~~the ~~not~~Marine ~~meet~~Technology ~~their~~Business, ~~respective~~which ~~revenue~~increased ~~plans~~by 5.7%. InAlthough ~~the~~revenue ~~2023~~generated FYby ~~the~~this segment ~~main~~increased, ~~factors~~its ~~affecting~~US ~~the~~Operations ~~Marine Technology Business~~ revenue ~~plan~~decreased ~~are~~by ~~global~~33.4% ~~economic~~and ~~factors~~was ~~such~~$2,838,857 asin ~~inflation~~the ~~which~~2024 ~~has~~FY ~~upended~~compared ~~growth~~to ~~projections~~$4,263,883 in athe ~~number of~~2023 ~~sectors including Offshore Renewables~~FY. InThis ~~the~~was ~~2023~~caused FYby wereduced ~~realized~~funding ~~significantly~~under ~~less~~Defense ~~units~~Programs. ofThe ~~rentals~~Services ~~than~~segment ~~our~~was ~~business~~also ~~plan projections~~impacted ~~due~~for tothe asame ~~number~~reason ofand consequently, ~~significant~~revenue ~~projects~~from ~~being~~the ~~either~~Americas ~~postponed~~in orthe ~~shelved~~Current ~~because~~FY ~~inflation~~decreased ~~has~~by ~~made~~20.0% ~~these~~and ~~unviable~~was $7, ~~thus~~287,561 ~~requiring~~compared ~~pricing~~to ~~renegotiations~~$9,110,498 ~~between~~in the Previous ~~prime~~FY. ~~contractors~~We ~~and~~expect ~~offshore~~weak ~~service~~order ~~providers~~intake ~~(the~~under ~~latter~~these ~~being~~programs ~~our~~until ~~customers). This~~the isnew ~~discussed~~Administration ~~more~~adopts ~~fully~~a ~~above.~~Federal ~~This~~Budget ~~Business~~and ~~segment~~line ~~also~~items are ~~realized~~appropriated ~~less~~by ~~sales~~the inrespective ~~key~~appropriation ~~strategic~~committees. ~~markets~~In ~~such~~the asCurrent ~~Asia~~FY, ~~due~~we were able to ~~the slow~~offset ~~pace~~some of ~~conversion~~the impact of ~~orders~~reduced funding ~~reflecting~~under ~~economic~~US ~~factors~~Defense inPrograms, ~~that~~with ~~region.~~an Inincrease ~~the~~in ~~Current~~rental FYincome ~~sales~~which in ~~Asia~~the ~~fell~~Current byFY ~~19.5%~~was ~~and were~~ $42,~~607~~328,~~786~~781 compared to $51,~~723~~264,~~970~~ 804 in the ~~2022~~Previous FY. ~~The~~and UKalso ~~Operations~~an ofincrease ~~the~~in ~~Services~~outright ~~Business~~equipment ~~also~~sale ~~had~~in ~~reduced~~the ~~order~~strategic ~~take~~market ~~caused~~of ~~by its~~Asia ~~defense~~which ~~customers~~in ~~priorities~~the ~~temporarily~~Current ~~shifting~~FY towas $5,475,401 ~~land-based~~compared ~~assets applications (as opposed~~ to ~~Naval~~$4,607,786 ~~assets-applications)~~in ~~to support~~ the ~~Ukrainian~~Previous ~~efforts~~FY.

Gross Margin:

	Year Ended October 31, 2023			Year Ended October 31, 2022	Percentage Change
Year Ended October 31, 2024		Year Ended October 31, 2023	Percentage Change
	67.3% (Gross profit of $13,031,055)			68.3% (Gross profit of $15,190,688)	Decrease of 1.0%
69.8% (Gross profit of $14,173,105)		67.3% (Gross profit of $13,031,055)	Increase of 2.5%

Our consolidated gross profit margins reported in our financial results may vary according to several factors., ~~These~~which include:

● The percentage of our consolidated sales that is attributable to the Marine Technology Business versus the Services Business. The Gross Profit Margin yielded by the ~~Products~~Marine Technology Business is generally higher than that of the ~~Engineering~~Services Business. ● The percentage of our consolidated sales that is attributable to the Services Business. The Services Business yields a lower gross profit margin on generated sales which are largely based on time and materials for our Department of Defense subcontracts. ● The mix of engineering projects performed by our Services Business (Design prototyping versus manufacturing). ● The mix of sales generated by the Marine Technology Business during the reporting period. The ~~Marine~~sales ~~Technology~~generated ~~sales~~by inthe ~~general~~Marine Technology comprise of:

● Outright sales versus rentals. ● Hardware related sales versus Software related sales (Software is generally a higher margin). ● Custom ~~Engineering~~engineering around its technology (“services”) versus ~~Field~~field ~~Services~~services (where weour astechnical ~~our~~support ~~customers~~engineers ~~with~~are ~~training~~deployed ~~and~~to ~~mobilization~~the ~~support;~~field ~~and~~to ~~services~~provide ~~relating~~support to ~~repairing~~our ~~and~~customers ~~servicing~~in ~~customers’~~their ~~products~~use of our technology).

	●	Levels of commission on sales. Both the Marine Technology Business and our Services Business work with a global network of sales agents. Most of the sales made by the Marine Technology Business from Asia or South Africa attract commission as those are typically sales via our agents/distributors network. Although the Services Business works with sales agents this is on a lesser scale than the Marine Technology Business and typically commission costs incurred by the Services Business are ~~very low~~immaterial. See “Note 2 Summary of Accounting Policies” (Cost of Revenue), “~~Notes~~Note 1415 Segment Analysis” and “Note 1516 Disaggregation of Revenue” of our audited Consolidated Financial Statements as of October 31, ~~2023~~2024, for more information covering commissions as a component of Cost of Revenues, segment reporting and the disaggregation of our revenues by type and geography, respectively.
	●	Level of assets in the rental pool and Cost of Revenue associated with these rental assets – see “Note 2 Summary of Accounting Policies” (Cost of Revenue). The assets utilized for our rental offering are subject to depreciation, a portion of which is allocated to Cost of Revenue.

In the ~~2023~~2024 FY gross profit margins for the Marine Technology Business were 7677.79% compared to 8076.07% in the ~~2022~~2023 FY. For the ~~Engineering~~Services Business, these were 5155.68% in the ~~2023~~2024 FY compared to 4551.46% in the ~~2022~~2023 FY.

The ~~main factor for the fall in the gross profit margin for the~~ Marine Technology Business isincurred ~~the~~commission ~~mix~~costs ~~of sales. In particular, there were less units of rentals and customization of technology services work compounded by higher commissions paid~~ in the ~~2023~~2024 FY. ~~The Marine Technology Business incurred commission costs~~ of $~~794~~719,~~427~~491 compared to $~~596~~794,~~426~~427 in the ~~2022~~2023 FY, representing a andecrease ~~increase~~ of 33 9.24%.

Since there are more variable factors affecting Gross Profit Margins in the Marine Technology Business, a table showing a summary break-out of sales generated by the Marine Technology Business in the ~~2023~~2024 FY compared to the ~~2022~~2023 FY is set out below:

2023 FY Products

2022 FY Products

Percentage Change

2024 FY Products

2023 FY Products

Percentage Change

Equipment Sales

87,~~444~~210,~~305~~169

8,~~771~~444,~~050~~305

(314.76

Equipment Rentals

12,~~264~~328,~~804~~781

1,~~844~~264,~~775~~804

~~(31~~84.41

Software Sales

~~851~~878,~~976~~516

1851,~~014,867~~976

~~(16~~3.1

Services

12,~~557~~389,~~981~~137

31,~~093~~557,~~996~~981

~~(49~~53.63

Total Net Sales

12,~~119~~806,~~066~~603

1412,~~724~~119,~~688~~066

~~(17~~5.7

~~For~~The ~~more~~main ~~detailed~~reason ~~information~~for onthe reduction in equipment sales in the ~~composition~~2024 ~~and~~FY ~~disaggregation~~is the contraction in demand from the key strategic market of Defense ~~our~~Programs ~~revenues~~in the U.S. During the reporting period, ~~please~~these ~~refer~~programs towere ~~“Note~~funded 15through ~~Disaggregation~~the use of continuing resolutions ~~Revenue”~~resulting ofin ~~our~~reduced ~~audited~~allocation ~~Consolidated~~caused ~~Financial~~by ~~Statements~~a shift of ~~October~~funding ~~31,~~priorities. ~~2023,~~Services ~~and~~supplied ~~2022~~by this Business unit increased due to the higher demand for engineering support on the rental projects executed in the reporting period.

26For more detailed information on the composition and disaggregation of our revenues, please refer to “Note 16 Disaggregation of Revenue” of our audited Consolidated Financial Statements of October 31, 2024, and 2023.

Research and Development (R&D):

Year Ended October 31, 2023		Year Ended October 31, 2022		Percentage Change
Year Ended October 31, 2024		Year Ended October 31, 2023		Percentage Change
$	2,~~096~~242,~~467~~429	$	2,~~237~~096,~~920~~467	~~Decrease~~Increase of 67.30%

Research and Development costs are, in general, an inherent ongoing cost for the Marine Technology Business operations ~~since~~and itare ~~will~~expended ~~need~~on tomaintaining ~~either maintain~~its ~~the~~ products ~~it has~~ in the market, oradvancing ~~continue to advance~~ these ~~products~~or ~~and~~expanding its ~~core~~ technology ~~to keep them competitive (both in price and performance) and to expand the product offerings which we have in the market~~portfolio.

Accordingly, we continue to invest in research and development to further our business goals including maintaining our lead in the real time volumetric imaging sonar sector (Marine Technology Business) and our new-to-market diving technology (DAVD).

In addition, the Services Business incurs research and development expenses on advancing its Thermite^® Octal range of mission computer products with the strategic goals of increasing and diversifying its revenues and improving gross profit margins.

In the ~~2023~~2024 FY this category of expenditure ~~decreased~~increased by 67.30%. This is largely due to ~~the~~an ~~Marine~~increase ~~Technology~~in ~~Business~~R&D ~~shifting~~expenditure ~~its~~by ~~focus~~the Services ~~from~~Business ~~R&D~~which towas ~~other~~incurred ~~business~~in ~~goals~~connection ~~such~~with asits ~~marketing,~~development ~~brand~~efforts ~~building~~around ~~and~~its ~~business~~Thermite® ~~development~~Octal range of mission computer products.

Changes in this category by Segment are set out immediately below:

Description	Amount		% ~~increase / (decrease)~~change
Marine Technology Business (Products Segment) 2023 FY	$	2,043,890	Decrease 7.4%
Products Business (Products Segment) 2024 FY	$	2,019,112	Decrease 1.2%
Marine Technology Business (Products Segment) 2022 FY	$	2,207,500
Products Business (Products Segment) 2023 FY	$	2,043,890
Engineering Business (Services Segment) 2023 FY	$	52,577	Increase 72.8%
Engineering Business (Services Segment) 2024 FY	$	223,317	Increase 324.7%
Engineering Business (Services Segment) 2022 FY	$	30,420
Engineering Business (Services Segment) 2023 FY	$	52,577

Selling, General and Administrative Expenses (SG&A):

Year Ended October 31, 2023		Year Ended October 31, 2022		Percentage Change
Year Ended October 31, 2024		Year Ended October 31, 2023		Percentage Change
$	8,~~195~~346,~~036~~545	$	78,~~948~~195,~~704~~036	Increase of 3.1.8%

~~The~~In ~~increase~~the in2024 FY SG&A isexpenditures ~~largely~~increased ~~due~~by to1.8% ~~the~~when ~~increase~~compared into the ~~category of~~2023 Legal and Professional fees resulting from an increase in costs incurred for tax specialists’ fees, increase in board of directors’ fees, increase in our marketing expenses and exchange rate variancesFY.

Notable factors in our SG&A ~~2023~~expenses for the 2024 FY are:

~~Within the category of~~ SG&A weexpenses ~~have~~include transactions which are cash charges and non-cash charges. The non-cash charges comprise Depreciation, Amortization, Stock-based compensation charges, ~~and~~ Exchange Rate Variance and Credit Losses Allowance. In ~~2023~~2024 FY and ~~2022~~2023 FY, respectively, non-cash items as a percentage of SGA expenses were 1512.64% and 15.16%, respectively.

~~Stock Based~~SG&A ~~Compensation~~expenses ~~Expenses~~include stock based compensation expenses (Non-Cash Item). In the ~~2023~~2024 FY we ~~expensed~~recorded expense of $~~645~~137,~~196~~676 for stock-based compensation as compared to $1645,~~130,917~~196 in the corresponding ~~2022~~2023 FY, representing a decrease of 4278.97% reflecting the reduced stock grants made under the plan in the Current FY.

~~Exchange Rate~~SG&A ~~Variance~~expenses include exchange rate variance (Non-Cash Item). WeIn ~~expensed~~relation to exchange rate variance we recorded expense of $~~190~~287,~~073~~939 in the ~~2023~~2024 FY compared to ~~recording~~$190,073 ain ~~gain~~the of2023 FY. SGA includes credit losses allowance (~~$431,314~~Non-Cash Item). inIn the ~~2022~~ 2024 FY we recorded a credit loss of $119,405.

Further discussions on SG&A are set out immediately below.

2732

Key Areas of SG&A ~~Expenditure~~Expenses across the Group for the year ended October 31, ~~2023~~2024, compared to the year ended October 31, ~~2022~~ 2023

Expenditure	October 31, ~~2023~~2024		October 31, ~~2022~~2023		Percentage Change
Wages and Salaries	$	3,~~499~~627,~~542~~748	$	3,~~752~~499,~~524~~542	~~Decrease~~Increase of 63.7%
Legal and Professional Fees (including accounting, audit, tax and investor relations)	$	1,~~809~~658,~~604~~648	$	1,~~419~~809,~~013~~604	~~Increase~~Decrease of 278.53%
Rent for our various locations	$	5029,~~767~~330	$	6450,~~637~~767	Decrease of 2142.52%
Marketing	$	216,403	$	197,258	Increase of 9.7%
Marketing (excluding associated travel)	$	382,440	$	216,403	Increase of 76.7%
Travel associated with Marketing activities	$	70,120	$	41,149	Increase of 70.4%

In the ~~2023~~2024 FY compared to the ~~2022~~2023 FY:

Wages and Salaries ~~decreased~~increased by 63.7%. ~~This~~Although ~~decrease reflects a reduction~~ in ~~staff count. This category of expenditure is susceptible to significant increases due to inflationary pressures in this area. Post-Pandemic it is widely reported that~~ the ~~workforce~~2024 ~~has~~FY ~~changed with~~as a ~~significant~~Group ~~percentage~~we ofhad ~~employees~~less instaff aon ~~certain~~payroll, ~~age~~these ~~bracket~~costs have ~~left~~increased ~~the workforce. In the countries in which we operate, USA,~~due UKto ~~and~~inflation ~~Denmark~~combined ~~there~~with isthe afierce ~~high percentage of skills shortage. This makes~~ competition for ~~employees~~skills ~~very~~leading ~~fierce~~to –higher ~~causing~~payroll ~~high mobility within workforces and wage pressures~~costs. In the financial year ~~2024,~~2025 we anticipate that this area ~~will increase to reflect inflationary pressure and also new hires for replacement staff and the creation~~ of ~~new~~expenditure ~~strategic~~will ~~positions~~continue into ~~the~~increase ~~area~~as ofwe ~~business development and marketing. We also will~~ have ~~our~~several ~~new~~key ~~Chief~~vacancies ~~Financial~~which ~~Officer~~we inare ~~place~~seeking into ~~the~~fill, including ~~first~~management ~~quarter~~positions, ~~of the 2024 financial year~~ and ~~would~~we ~~therefore expect~~continue ~~that~~to ~~this~~increase ~~area~~salaries ~~will~~to bestabilize ~~significantly~~our ~~higher in the 2024 financial year~~workforce.

Legal and Professional Fees ~~increased~~decreased by 278.53%. ~~which~~The ~~reflects~~main reason for the ~~increase~~change in ~~fees~~this ~~associated~~area ~~with~~of ~~tax~~expenditure ~~specialists’~~is ~~services~~the ~~and~~re-allocation ~~increased~~of external ~~board~~accounting ~~fees.~~services Weto ~~recorded~~internal ~~$130,767~~accounting ~~for tax specialists’~~ services inand also the ~~Current~~reduction FYin ~~compared~~fees toassociated ~~zero~~with inInvestor ~~the~~Relations ~~Previous FY~~activities.

Rent ~~expenditures~~expenditure decreased by 2142.52% compared to FY ~~2022~~2023. Rent is not a material expenditure in the Group as most of our premises are ~~owned~~ owned by the Company, except for premises used in Denmark. However, with the acquisition of PAL, we anticipate this area of expenditure will increase in the future.

Marketing increased by 76.7% and Travel associated with marketing increased by 970.74%. This is in keeping with our strategy to shift our focus to business development, marketing, and brand building. Expenditures in this area are spent on industry-related trade shows and events, demonstrations particularly on the DAVD market adoption and technology awareness campaigns, marketing events and customer visits. Asand ~~part~~fees ofrelating ~~our~~to ~~Brand building endeavors, we have also established a “Digitalization Team” whose focus is on digitalizing~~ the ~~Company’s~~US ~~media~~Focus ~~content~~Group ~~etc. As~~ we ~~continue~~retained to ~~ramp~~assist upus ~~our~~in ~~marketing campaign around the DAVD and our newly developed standalone Digital Audio Communications system (Voice_HUB-4) a derivative from the DAVD technology, we anticipate~~ this ~~category of expenditures will increase in the 2024 financial year~~area.

Overhead related costs as a percentage of revenue for the year ended October 31, ~~2023~~2024, compared to the year ended October 31, ~~2022~~2023

Our overhead SG&A expenditures ~~are~~comprise ~~constituted of~~ general corporate administrative costs.

Overhead SG&A as a percentage of revenue ~~increased~~decreased 1by 2.4% and was 11.2%. ~~largely~~The ~~due~~main toreason for this is that stock compensation expense decreased by 78.7% and in the ~~increase~~2024 FY was $137,676 compared to $645,196 in ~~professional~~the ~~fees~~2023 ~~resulting~~FY. ~~from~~At anthe ~~increase~~same time, in ~~costs~~keeping with our ~~incurred~~strategy ~~for~~to ~~tax~~invest ~~specialists’~~in ~~fees,~~brand ~~accounting~~building and ~~audit-related~~marketing, ~~expenses~~our ~~and~~overheads ~~other~~include ~~public~~a ~~company-related~~new ~~costs~~fee relating to the appointment of the US Focus Group to assist in this area, which was $129,500.

2833

Operating Income:

Year Ended October 31, 2023		Year Ended October 31, 2022		Percentage Change
Year Ended October 31, 2024		Year Ended October 31, 2023		Percentage Change
$	23,~~739~~584,~~552~~131	$	52,~~004~~739,~~064~~552	~~Decrease~~Increase of 4530.38%

In ~~the~~2024 ~~2023~~ FY, Operating Income ~~decreased~~increased by 4530.38%. This is largely due to the ~~decrease~~increase in our consolidated revenue and gross profit ~~for the reasons earlier discussed combined with a modest increase in our total operating expenses~~.

Other Income:

Year Ended October 31, 2023		Year Ended October 31, 2022		Percentage Change
Year Ended October 31, 2024		Year Ended October 31, 2023		Percentage Change
$	~~681~~1,~~676~~027,157	$	~~128~~681,~~271~~676	Increase of ~~431~~50.47 %

In the ~~2023~~2024 FY, we had “Other Income” of $~~681~~1,~~676~~027,157 compared to $~~128~~681,~~271~~676, representing an increase of ~~431~~50.47% from the ~~2022~~2023 FY. In the ~~2023~~2024 FY, $~~642~~938,~~530~~775 of this amount represents interest income earned on our certified deposit accounts. In ~~February~~the 2023 FY we had interest income of $642, 530 (this was lower in the 2023 ~~Company~~FY ~~established~~since the certified deposit accounts ~~with~~were ~~its~~established ~~existing~~in ~~bankers~~February 2023). These accounts are for fixed 3-month rolling periods and constitute “cash equivalents” in our current audited Consolidated Financial Statements for the period ended October 31, ~~2023~~ 2024. We anticipate that the interest earned on these certified deposit accounts will be material in the future if interest rates remain the same or continue to rise and the Company continues to maintain this level of cash in the certified deposit accounts. See “Note 6 - Composition of Certain Financial Statement Captions” (Other Income) to the audited Consolidated Financial Statements for period ended October 31, ~~2023~~2024, where this is discussed further.

Income before Income Tax Expense for the year ended October 31, ~~2023~~2024, compared to the year ended October 31, ~~2022~~2023

Year Ended October 31, 2023		Year Ended October 31, 2022		Percentage Change
Year Ended October 31, 2024		Year Ended October 31, 2023		Percentage Change
$	34,~~421~~611,~~228~~288	$	53,~~132~~421,~~335~~228	~~Decrease~~Increase of 3334.38%

In the ~~2023~~2024 FY, we had income before income taxes of $34,~~421~~611,~~228~~288 as compared to $53,~~132~~421,~~335~~228 in the ~~2022~~2023 FY, representing aan ~~decrease~~increase of 3334.38%. Net income before income taxes ~~decreased~~increased largely due to aan ~~decrease~~increase in our consolidated revenues and ~~gross~~a ~~profit~~46.1% inincrease ~~the 2023~~in FYinterest ~~attributable~~income toin the ~~reasons~~2024 ~~discussed~~FY ~~earlier~~(see ~~combined~~Other ~~with~~Income ~~a modest increase in total operating expense~~above).

Net Income for the year ended October 31, ~~2023~~2024, compared to the year ended October 31, ~~2022~~2023

Year Ended October 31, 2023		Year Ended October 31, 2022		Percentage Change
Year Ended October 31, 2024		Year Ended October 31, 2023		Percentage Change
$	3,~~124~~645,~~149~~996	$	43,~~301~~124,~~221~~149	~~Decrease~~Increase of 2716.47%

In the ~~2023~~2024 FY we had Net Income of $3,~~124~~645,~~149~~996 compared to $43,~~301~~124,~~221~~149 in the ~~2022~~2023 FY, representing aan ~~decrease~~increase of 2716.47%. This is a reflection of the ~~decrease~~increase in our ~~consolidated~~pre-tax ~~revenues~~income ~~and gross profit in the 2023 FY along with an increase in total operating expense~~ for the reasons discussed earlier. In the ~~2023~~2024 FY our tax expenses increased, and we recorded a Current Tax Expense of $~~248~~713,~~655~~670 compared to $1248,~~005,140~~655 in the ~~2022~~2023 FY and a Deferred Tax Expense of $48251,~~424~~622 compared to ~~a Deferred Tax Benefit in~~ $~~174~~48,~~026~~424 in the ~~2022~~2023 FY. Our effective tax ~~expenses~~rate is subject to significant variation due to several factors including variability in ~~depend~~our onpre-tax income and taxable income and/or loss and the ~~composition~~mix of ~~our~~jurisdictions ~~consolidated~~to which such income or losses relate, ~~and~~the applicability of special tax regimes, changes in ~~particular~~tax ~~the~~regulations, ~~percentage~~changes ~~that~~in isour ~~attributable~~stock toprice, ~~the~~changes ~~Company~~in ~~and~~our ~~its~~deferred tax assets and USliabilities, ~~subsidiaries~~their ~~together~~valuation, ~~versus~~foreign ~~the~~currency ~~percentage~~gains ~~attributable~~(losses). toThe ~~the~~mix ~~Company’s~~of ~~foreign~~jurisdictions ~~subsidiaries~~and related income or losses also affects our tax liability for Global Intangible Low-Taxed Income. ItFurthermore, our tax liability is also ~~depends~~affected onby the availability of carryforwards losses and R&D tax credits in the UK subsidiaries. In the ~~2023~~2024 FY, the Company and its US subsidiaries had a lower percentage of taxable income (due to lower sales caused by reduced Defense funding allocation) than the Company’s foreign subsidiaries, while the Company’s UK and Danish subsidiaries had a higher percentage of taxable income in their respective tax jurisdictions. The Company’s UK subsidiaries ~~have~~ benefit from carryforward losses (NOLs) and research and development (R&D) tax credits. inThese ~~their~~have ~~tax jurisdiction which has~~ been applied to offset a portion of the ~~2023~~2024 FY UK tax liability. ~~For~~resulting ~~2023~~in ~~FY,~~ a current provision for tax liability of the UK subsidiaries of $2267,~~930~~759 for Current Tax Expense and ~~deferred~~a ~~provision~~Deferred expense of $602,~~970~~511. ~~has~~There ~~been~~was ~~made~~no ~~for~~provision made ~~tax~~in ~~liability~~2023 ofFY for the UK subsidiaries as tax liabilities were fully offset through the application of offsets relating to R&D Tax Credits and NOLs. Our Danish subsidiary ~~has~~does nonot benefit from any carryforwards or other tax relief in its tax jurisdiction and therefore for the 2024 FY we have recorded ~~current~~a ~~tax~~Current ~~provision~~Tax Expense of $~~207~~218,~~371~~670 ~~for~~and ~~2023~~a FYDeferred Tax Expense of $11,003.

Comprehensive Income for the year ended October 31, ~~2023~~2024, compared to the year ended October 31, ~~2022~~2023

Year Ended October 31, 2023		Year Ended October 31, 2022		Percentage Change
Year Ended October 31, 2024		Year Ended October 31, 2023		Percentage Change
$	4,~~418~~577,~~724~~714	$	14,~~231~~418,~~156~~724	Increase of ~~258~~3.96%

In the ~~2023~~2024 FY Comprehensive income was $4,~~418~~577,~~724~~714 compared to $14,~~231~~418,~~156~~724 for the ~~2022~~2023 FY. This category is affected by fluctuations in foreign currency exchange transactions both relating to our profit and loss expenses and our assets and liabilities on our balance sheet and are largely paper losses or gains, as may be applicable, in the reporting period. In ~~the~~2024 ~~2022~~ FY we recorded a ~~loss~~lower gain of $3931,~~070,065~~718 on foreign currency translation adjustment transactions compared to a gain of $1,294,575 in the 2023 FY. A significant part of the Company’s operations is based in the UK and Denmark, and therefore a major part of the Company’s assets and ~~liabilities~~ liabilities recorded in its consolidated balance sheet and profit and loss expenses are translated from the functional currencies of ~~these~~ these subsidiaries into USD for reporting purposes, thus accounting for the changes. See Table under the section of the MD&A ~~which~~ which concerns “Foreign Currency & Inflation”, and which shows the impact of the currency adjustments on our Income Statement and Balance Sheet in ~~2023~~2024 FY compared to ~~2022~~2023 FY.

2934

Segment Analysis

We operate in two reportable segments, (“Products Business” and “Service Business”) which are managed separately based upon fundamental differences in their operations. Segment operating income is total ~~Segment~~segment revenue reduced by cost of revenues and operating expenses, ~~(research~~Research and ~~development~~Development (“R&D”), and Selling, General & Administrative (“SG&A”) identifiable with the reporting business segment. Overheads include general corporate administrative costs. As previously disclosed, PAL was acquired on October 29, 2024 and had no material income statement activity for the remaining two days of up to October 31, 2024. Therefore, our Income Statement does not include PAL. However, the fair value of assets acquired and liabilities assumed for PAL have been included in our audited Consolidated Balance Sheet and in respect of the Segment information provided immediately below, PAL is included in the Supplemental Disclosure information in the table below but not in the Income Statement.

The Company evaluates performance and ~~allocates~~ resources based upon operating income. ~~The accounting policies of the reportable segments are the same as those described in the summary of accounting policies.~~

~~There~~Inter-company sales are ~~inter-segment~~not ~~sales~~included in ~~the~~our ~~table~~consolidated ~~below~~financial ~~which~~statements. ~~have~~For ~~been~~segment ~~eliminated~~reporting ~~from~~purposes ~~our~~only, ~~financial~~we ~~statements.~~have ~~However,~~shown ~~for~~in the ~~purpose of segment~~table ~~reporting,~~below ~~these~~our inter-~~segment~~company sales ~~are~~during ~~only~~the ~~included~~reporting inperiod, ~~the~~which ~~table~~have ~~below~~been eliminated from our financial statements.

~~Coda~~The ~~Octopus~~ Products ~~constitute~~Segment is comprised of the Marine Technology Business (“Coda Octopus Products – with entities in UK USA and Denmark) and PAL (a recently acquired business unit within the Products Segment”). The Marine Technology Business is a supplier to the underwater/subsea market and ~~selling~~sells both hardware and software solutions which ~~includes~~include imaging sonar technology solutions, diving and diving communications technology, geophysical products, rental equipment, customization, and field operations services. ~~Coda~~PAL ~~Octopus~~is ~~Colmek,~~a ~~Inc.~~supplier ~~and~~of ~~Coda~~products ~~Octopus~~to ~~Martech Ltd constitute~~ the ~~Marine~~ ~~Engineering~~ultrasound, ~~Business~~acoustic ~~(“Services~~measurement ~~Segment”)~~ and ~~are~~NDT ~~engineering subcontractors to prime defense contractors~~markets.

The ~~following~~Services ~~tables~~Segment ~~summarize~~is ~~certain~~comprised ~~balance~~of ~~sheet~~Coda ~~and~~Octopus ~~statement~~Colmek, ofInc. ~~operations~~(a ~~information~~Utah bycorporation) ~~reportable~~and ~~segment~~Coda ~~for~~Octopus ~~the~~Martech ~~financial~~Ltd ~~years~~(a UK corporation). ~~ending~~The ~~October~~Services ~~31,~~Segment ~~2023,~~operates ~~and~~as ~~October~~subcontractors ~~31,~~mainly ~~2022,~~to ~~respectively~~prime Defense contractors where they provide engineering services.

	Marine Technology Business (“Products”)			Marine Engineering Business (“Services”)			Overhead			Total
Year Ended October 31, 2023
Net Revenues	$	12,119,066		$	7,233,022		$	-		$	19,352,088
Cost of Revenues		2,819,796			3,501,237			-			6,321,033
Gross Profit		9,299,270			3,731,785			-			13,031,055
Research & Development		2,043,890			52,577			-			2,096,467
Selling, General & Administrative		3,109,566			2,463,087			2,622,383			8,195,036
Total Operating Expenses		5,153,456			2,515,664			2,622,383			10,291,503
Income (Loss) from Operations		4,145,814			1,216,121			(2,622,383	)		2,739,552
Other Income (Expense)
Other Income		39,146						-			39,146
Interest Income		544,892			97,638			-			642,530
Total Other Income (Expense)		584,038			97,638			-			681,676
Income (Loss) before Income Taxes		4,729,852			1,313,759			(2,622,383	)		3,421,228
Income Tax (Expense) Benefit
Current Tax (Expense) Benefit		(272,126	)		(78,876	)		102,347			(248,655	)
Deferred Tax Benefit (Expense)		(115,954	)		54,382			13,148			(48,424	)
Total Income Tax (Expense) Benefit		(388,080	)		(24,494	)		15,494			(297,079	)
Net Income (Loss)	$	4,341,772		$	1,289,265		$	(2,506,889	)	$	3,124,149
Supplemental Disclosures
Total Assets	$	36,969,673		$	13,604,262		$	1,267,581		$	51,841,516
Total Liabilities	$	2,263,761		$	732,582		$	416,407		$	3,412,750
Revenues from Intercompany Sales - eliminated from sales above	$	4,602,741		$	584,622		$	1,200,000		$	6,387,363
Depreciation and Amortization	$	523,339		$	100,689		$	43,502		$	667,530
Purchases of Long-lived Assets	$	1,996,544		$	25,404		$	108,392		$	2,130,340

The Segment information below which covers our income statement activities does not include PAL (which had no material Income Statement activity from the date of acquisition to the Company’s current fiscal year end). The Supplemental Disclosures in the Segment information covering assets and liabilities include PAL.

30The following tables summarize certain balance sheets and statement of operations information by reportable segment for the financial years ending October 31, 2024, and October 31, 2023, respectively.

	Marine Technology Business (“Products”)			Marine Engineering Business (“Services”)			Overhead			Total
	Products			Services			Overhead			Total
Year Ended October 31, 2022
Year Ended October 31, 2024
Net Revenues	$	1412,~~724~~806,~~688~~603		$	7,~~501~~509,~~115~~558		$	-		$	2220,~~225~~316,~~803~~161
Cost of Revenues		2,~~941~~824,~~569~~541			43,~~093~~318,~~546~~515			-			76,~~035~~143,~~115~~056
Gross Profit		119,~~783~~982,~~119~~062			34,~~407~~191,~~569~~043			-			1514,~~190~~173,~~688~~105
Research & Development		2,~~207~~019,~~500~~112			30223,~~420~~317			-			2,~~237~~242,~~920~~429
Selling, General & Administrative		23,~~563~~814,~~554~~860			2,~~654~~248,~~565~~493			2,~~730~~283,~~585~~192			78,~~948~~346,~~704~~545
Total Operating Expenses		45,~~771~~833,~~054~~972			2,~~684~~471,~~985~~810			2,~~730~~283,~~585~~192			10,~~186~~588,~~624~~974
Income (Loss) from Operations		74,~~012~~148,~~065~~090			~~722~~1,~~584~~719,233			(2,~~730~~283,~~585~~192	)		53,~~004~~584,~~064~~131
Other Income (Expense)
Other Income
Other Income		5553,~~715~~960			7934,~~204~~422			~~3,056~~-			~~137~~88,~~975~~382
Interest Expense		(9,233	)		(71	)		(400	)		(9,704	)
Interest Income		657,817			198,239			82,719			938,775
Total Other Income (Expense)		46,482			79,133			2,656			128,271
Total Other Income		711,777			232,661			82,719			1,027,157
Income (Loss) before Income Taxes		74,~~058~~859,~~547~~867			~~801~~1,~~717~~951,894			(2,~~727~~200,~~929~~473	)		54,~~132~~611,~~335~~288
Income Tax (Expense) Benefit
Income Tax Expense
Current Tax Benefit (Expense)		(868,162	)		39,422			(176,400	)		(1,005,140	)
Current Tax Expense		316,955			169,374			227,341			713,670
Deferred Tax (Expense) Benefit		31,907			(41,657	)		183,776			174,026
Deferred Tax Expense (Benefit)		(5,655	)		19,169			238,108			251,622
Total Income Tax (Expense) Benefit		(836,255	)		(2,235	)		7,376			(831,114	)
Total Income Tax Expense		311,300			188,543			465,449			965,292
Net Income (Loss)	$	64,~~222~~548,~~292~~567		$	~~799~~1,~~482~~763,351		$	(2,~~720~~665,~~553~~922	)	$	43,~~301~~645,~~221~~996
Supplemental Disclosures
Total Assets	$	33,348,805		$	12,662,109		$	916,544		$	46,927,458
*Total Assets	$	40,922,453		$	13,404,567		$	3,217,524		$	57,544,544
Total Liabilities	$	2,432,750		$	526,195		$	585,704		$	3,544,649
*Total Liabilities	$	3,072,876		$	842,450		$	500,695		$	4,416,021
Revenues from Intercompany Sales - eliminated from sales above	$	23,~~406~~367,~~717~~839		$	~~396~~238,~~015~~143		$	21,~~720~~266,000		$	54,~~522~~871,~~732~~982
Depreciation and Amortization	$	~~602~~632,~~583~~882		$	9688,~~776~~166		$	3949,~~370~~487		$	~~738~~770,~~729~~535
Purchases of Long-lived Assets	$	1345,~~123,475~~191		$	3623,~~862~~786		$	9089,~~887~~103		$	1458,~~251,224~~079

*	The Total Assets and Total Liabilities included in the Supplemental Disclosures include PAL

	Products		Services			Overhead			Total

Year Ended October 31, 2023

Net Revenues	$	12,119,066	$	7,233,022		$	-		$	19,352,088

Cost of Revenues		2,819,796		3,501,237			-			6,321,033

Gross Profit		9,299,270		3,731,785			-			13,031,055

Research & Development		2,043,890		52,577			-			2,096,467
Selling, General & Administrative		3,109,566		2,463,087			2,622,383			8,195,036

Total Operating Expenses		5,153,456		2,515,664			2,622,383			10,291,503

Income (Loss) from Operations		4,145,814		1,216,121			(2,622,383	)		2,739,552

Other Income
Other Income		39,146		-			-			39,146
Interest Income		544,892		97,638			-			642,530

Total Other Income		584,038		97,638			-			681,676

Income (Loss) before Income Taxes		4,729,852		1,313,759			(2,622,383	)		3,421,228

Income Tax Expense (Benefit)
Current Tax Expense (Benefit)		272,126		78,876			(102,347	)		248,655
Deferred Tax Expense (Benefit)		115,954		(54,382	)		(13,148	)		48,424

Total Income Tax Expense (Benefit)		388,080		24,494			(115,495	)		297,079

Net Income (Loss)	$	4,341,772	$	1,289,265		$	(2,506,888	)	$	3,124,149

Supplemental Disclosures

Total Assets	$	36,969,673	$	13,604,262		$	1,267,581		$	51,841,516

Total Liabilities	$	2,263,761	$	732,582		$	416,407		$	3,412,750

Revenues from Intercompany Sales - eliminated from sales above	$	4,602,741	$	584,622		$	1,200,000		$	6,387,363

Depreciation and Amortization	$	523,339	$	100,689		$	43,502		$	667,530

Purchases of Long-lived Assets	$	1,996,544	$	25,404		$	108,392		$	2,130,340

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

●	Americas

●	Europe

●	Australia/Asia

●	Middle East/Africa

3136

Liquidity and Capital Resources

As of October 31, ~~2023~~2024, the Company had an accumulated deficit of $117,~~052~~406,~~487~~491, working capital of $3739,~~608~~084,~~719~~999 and stockholders’ equity of $4853,~~428~~128,~~766~~523. For the year then ended, the Company generated cash flow from operations of $2,~~389~~451,~~876~~675.

We believe that our current level of cash and cash generation will be sufficient to meet our short and medium-term liquidity needs. As of of October 31, ~~2023~~2024, we had cash and cash equivalents on hand of $2422,~~448~~479,~~841~~072 and both billed and unbilled receivables of $35,~~537~~151,~~712~~290. Our current cash balance represents approximately 3633 months of Selling, General and Administrative Expenses. The Company continues to critically evaluate the level of expenses that it incurs and reduces its expenses as may be appropriate within its business priorities.

We also have access to a revolving line of credit of $4 million from HSBC NA. This line of credit is available to the Company for short-term working capital purposes. All amounts under the Revolving Line of Credit are payable at the end of each financial year. The facility ~~was~~ ~~renewed~~was extended for another year until November ~~2024~~2025. To date, the Company has not ~~had~~borrowed ~~reason to borrow~~ any funds ~~for its operations~~ under this credit line.

Our main liquidity issues are forward buying components and inventory for our products which encompass specialized electronics for which there is no after-market except for the products to which they are designed for, funding our research and development program (“R&D”) which requires significant expenditures in attracting engineering skills and incurring non-recoverable costs for researching, developing and prototyping products and managing our currency exposure and business development and marketing costs required for the success of our business.

Operating Activities

Net cash generated from operating activities for the year ended October 31, ~~2023~~ 2024, was $2,~~389~~451,~~876~~675. We recorded net income for the period of $3,~~124~~645,~~149~~996. Other items in uses and sources of funds from operations included non-cash charges related to depreciation of fixed assets, amortization of intangible assets, deferred tax asset, gain on sale of asset, allowance for credit loss and stock-based compensation, ~~which~~ which collectively totaled $1,~~361~~245,~~452~~331. Changes in operating assets decreased net cash from operating activities by $12,~~538~~183,~~896~~361 and changes in current liabilities decreased net cash from operating activities by $~~556~~256,~~829~~291.

Investing Activities

Net cash used in investing activities, (net of cash acquired), for the year ended October 31, ~~2023~~2024, was $14,~~520~~421,~~775~~092.

Financing Activities

Net cash used in financing activities for the year ended October 31, ~~2023~~2024, was $1715,~~963~~633.

Foreign Currency and Inflation

The Company’s ~~and~~consolidated results are a combination of its US operations and foreign subsidiaries. The foreign subsidiaries maintain their accounts in the native currencies of their operations, and which are:

US Dollars	For US Operations
British Pound	For United Kingdom Operations
Danish Kroner	For Danish Operations
Australian Dollars	For Australian Operations (operations are currently dormant)
Indian Rupees	For Indian Operations (operations are currently dormant)

The Company’s consolidated financial results therefore include the translation of its foreign subsidiaries functional currencies into UUSD.~~S Dollar.~~ See “Note 2 Summary of Accounting Policies” (Foreign Currency Translation) of our audited ~~Consolidated~~ Consolidated Financial Statements as of October 31, ~~2023~~2024, for more information on the applicable rates used for our Balance Sheet ~~transactions~~ transactions and ~~Statement~~Statements of Income and Comprehensive Income.

~~The~~Fluctuations ~~Company’s consolidated results are a combination of its US operations and foreign operations and these companies maintain their accounts~~ in the functional currencies of their jurisdictions which are noted above. The various entities within the Company’s group are detailed in the overview organization chart in Part 1 (Business) of this Form 10-K. Fluctuations in currency exchange rates can directly (positively and negatively) impact on the Company’s sales, profitability and financial position when the transactions of the foreign subsidiaries are translated from their functional currencies into USD for financial reporting. In addition, the Company is also subject to currency fluctuation risk with respect to certain foreign currency denominated receivables and payables incurred in the ordinary course of its business operations (cross-border transactions such as inventory purchasing). In general, the Company’s subsidiaries perform financial transactions in their native currencies. Exceptionally, a subsidiary may perform financial transactions in foreign currencies ~~other~~(such ~~than~~as ~~its native or functional currency (~~purchasing inventory from a foreign supplier, for example, in foreign currency). Furthermore, the Company holds significant cash balances in foreign currencies, such as British Pound, Euro and Danish Kroner. The Company cannot predict the extent to which currency fluctuations may affect its business and financial position, and there is a risk that such fluctuations may have an adverse impact on the Company’s sales, profits and financial position. The Company does not hedge its currency exposure risks.

3237

Applying the Constant Rate (as the term is defined immediately below), the impact of currency fluctuations in the ~~2023~~2024 FY compared with the ~~2022~~ 2023 FY, is shown below.

For Revenue and Expenses (Income Statement Transactions) for the Current FY, the Constant Rate means:	The “prevailing weighted average” exchange rate in the current 12-month period for the Current FY compared to the “prevailing weighted average” exchange rate in the 12-month period for the Previous Year.
For Balance Sheet Transactions Constant Rate means:	The prevailing exchange rate as of October 31, ~~2023~~2024, when compared to prevailing exchange rate as of October 31, ~~2022~~2023.

These are the values we have used in the calculations below which show the impact of these currency fluctuations on our operations in the ~~2023~~2024 FY:

	Based British Pounds						Based Australian Dollar						Based Danish Kroner						~~Total~~TOTAL USD
	Actual			Constant			Actual			Constant			Actual			Constant			Actual			Constant			*Total
	Results ($)			Rates ($)			Results ($)			Rates ($)			Results ($)			Rates ($)			Results ($)			Rates ($)			Effect ($)
	Results			Rates			Results			Rates			Results			Rates			Results			Rates			Effect
Revenues		6,974,071			7,079,773			-			-			2,982,348			2,961,547			9,956,419			10,041,320			(84,901	)
	($)			($)			($)			($)			($)			($)			($)			($)			($)
Costs		7,801,725			7,919,971			8,132			8,570			733,666			728,549			8,586,487			8,704,324			(117,837	)
Revenues		9,391,144			9,078,639			-			-			3,545,611			3,507,130			12,936,755			12,585,769			350,986
Net profit (losses)		(827,654	)		(840,198	)		(8,132	)		(8,570	)		2,248,682			2,232,998			1,369,932			1,336,996			32,936
Costs		8,880,421			8,584,911			6,056			6,064			686,573			679,121			9,597,625			9,297,474			300,151
Assets		20,988,136			19,918,726			19,921			20,118			3,452,620			3,236,531			24,514,452			23,235,143			1,279,309
Net profit (losses)		510,723			493,728			(6,056	)		(6,064	)		2,859,038			2,828,009			3,339,130			3,288,295			50,835
Liabilities		(975,129	)		(925,443	)		(577	)		(583	)		(331,214	)		(310,484	)		(1,307,519	)		(1,237,176	)		(70,343	)
Assets		29,762,265			28,088,109			19,986			19,319			841,717			818,887			30,635,932			28,938,396			1,697,536
Net assets		20,013,007			18,993,283			19,344			19,535			3,121,406			2,926,047			23,206,933			21,997,967			1,208,966
Liabilities		(2,944,586	)		(2,778,950	)		(2,991	)		(2,891	)		(325,643	)		(316,811	)		(3,286,084	)		(3,111,641	)		(174,443	)
Net assets		26,817,679			25,309,159			16,995			16,428			516,074			502,076			27,349,848			25,826,755			1,523,093

~~This~~The ~~table shows that the~~ effect of ~~Constant Rate versus the~~ exchange rate ~~applied~~movements ~~for~~between the ~~Current~~Previous FY, ~~increased~~and ~~net income for~~ the ~~year~~Current byFY ~~$32,936 and~~ increased net assets by $1,~~208~~523,~~966~~093.

The table above does not show separately the effect of exchange rate impact for Indian Rupees since this operation is dormant and the impact is not material.

*Total Effect summary column data is the difference between the Actual Results in the reporting period and the results when the Constant Rate is applied.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Inflation

Inflation affects our Business in several ways including:

Ø Cost of Operations (including wages, salaries, utilities) Øand therefore our overheads. Bill of Material (BOM) Costs of our Products Øand ~~Our~~Input ~~revenue~~Materials –for asEngineering anServices. Our revenue. An inflationary environment ~~reduces~~is likely to reduce demand for our goods and services. Impacts on our ability to compete for key skills required for our Business

High inflation affects our business in a number of areas including costs of operations, including wages and salaries which have increased in relation to the number of staff in the Current FY (which has reduced) compared to the number of staff in the Previous FY. In addition, our general costs of operations have increased along with raw material costs for our products and solutions.

Inflation is also an inherently destabilizing factor for both retaining staff and recruiting staff and therefore impacts on our business plans and the effectiveness of our assembled workforce.

Furthermore, our revenue ~~was~~continues to be affected in strategic markets and geographies due to inflationary pressures which ~~reduced~~ have made the ~~demand~~pricing for our ~~technology~~solutions ~~and~~unattractive ~~solutions~~for those markets.

3338

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the Index of Financial statements following Part III of this Report for a listing of the Company’s Consolidated Financial Statements and Notes thereto.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~Attached~~Our management, aswith ~~exhibits~~the toparticipation ~~this Form 10-K are certifications~~ of ~~the~~our ~~Company’s~~ Chief Executive Officer and Interim Chief Financial Officer, ~~which~~has ~~are~~evaluated ~~required~~the effectiveness inof ~~accordance~~our ~~with~~disclosure ~~Rules~~controls ~~13a-15~~and procedures (e)as ~~and~~defined ~~15d~~in Rules 13(a)- 15(e) ofunder the Exchange Act), as of the end of the period covered by this Report. Based on the evaluation of our disclosure controls and procedures as of October 31, 2024, our Chief Executive Officer and Interim Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of this date.

~~This “Controls~~Attached ~~and~~as ~~Procedures”~~exhibits ~~section~~to ~~includes~~this ~~information~~Form ~~concerning~~10-K ~~the~~are ~~controls~~certifications ~~and~~of ~~controls~~the ~~evaluation~~Company’s ~~referred~~Chief toExecutive inOfficer ~~the~~and ~~certifications~~Interim ~~and it~~Chief ~~should~~Financial beOfficer, which ~~read~~are required in ~~conjunction~~accordance with ~~the~~Rules ~~certifications,~~13a-15(e) ~~for~~and a15d-15(e) ~~more complete understanding~~ of the ~~topics~~Exchange ~~presented~~Act.

~~Disclosure~~This ~~controls~~“Controls and ~~procedures~~Procedures” ~~are~~section ~~controls~~includes ~~and other procedures that are designed to ensure that~~ information ~~required~~concerning ~~to be disclosed by us in~~ the ~~reports~~controls ~~that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized~~ and ~~reported,~~controls ~~within~~evaluation ~~the~~referred ~~time~~to ~~periods specified~~ in the ~~Securities and Exchange Commission’s rules and forms.~~ ~~Disclosure~~certifications ~~controls~~ and ~~procedures~~it ~~include,~~should ~~without limitation, controls and procedures designed to ensure that information required to~~ be ~~disclosed~~read ~~by us~~ in ~~the~~conjunction ~~reports~~with ~~that we file under~~ the ~~Exchange Act is accumulated and communicated to our management~~certifications, ~~including our~~for ~~principal~~a ~~executive~~more ~~and~~complete ~~financial~~understanding ~~officers,~~of asthe ~~appropriate~~topics ~~to allow timely decisions regarding required disclosure~~presented.

~~Management~~Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. ~~Report~~Disclosure oncontrols ~~Internal~~and ~~Control~~procedures ~~over~~include, ~~Financial~~without ~~Reporting~~limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

~~A company~~Management’s ~~internal control over financial reporting is a process designed by, or under the supervision of, a public company’s~~ ~~principal~~Report ~~executive~~on ~~and~~Internal ~~principal~~Control ~~financial~~over ~~officers,~~Financial or persons performing similar functions, and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles (“US GAAP”) including those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.Reporting

~~Management~~A iscompany’s ~~responsible for establishing and maintaining adequate~~ internal control over financial reporting. ~~Our~~is ~~management~~a process designed by, ~~with~~or under the ~~participation~~ supervision of, ~~our~~a ~~Chief~~public ~~Executive~~company’s principal ~~Officer~~executive and ~~Chief~~principal ~~Financial~~financial ~~Officer~~officers, ~~has~~or ~~assessed~~persons performing similar functions, and effected by the ~~effectiveness~~board of ~~our~~directors, management ~~internal~~and ~~control~~other ~~over~~personnel, to provide reasonable assurance regarding the reliability of financial reporting as and the preparation of ~~October~~financial ~~31,~~statements ~~2023.~~for Inexternal ~~making~~purposes ~~this~~in ~~assessment,~~accordance ~~our~~with ~~management~~US ~~used~~generally accepted accounting principles (“US GAAP”) including those policies and procedures that: (i) pertain to the ~~criteria~~maintenance ~~established~~of records that in ~~Internal~~reasonable ~~Control—Integrated Framework~~detail ~~issued~~accurately byand fairly reflect the ~~Committee~~transactions and dispositions of ~~Sponsoring~~the ~~Organizations~~assets of the ~~Treadway~~company, ~~Commission~~ (~~COSO~~ii) ~~2013~~provide ~~Framework).~~reasonable ~~Based~~assurance onthat ~~its~~transactions ~~assessment~~are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that receipts and expenditures are being made ~~our~~only in accordance with authorizations of management ~~believes~~and ~~that~~directors of the company, asand (iii) provide reasonable assurance regarding prevention or timely detection of ~~October~~unauthorized 31acquisition, ~~2023,~~use ~~our~~or ~~internal~~disposition ~~control~~of ~~over~~the ~~financial~~company’s ~~reporting~~assets ~~was~~that ~~effective~~could ~~based~~have a material effect on the ~~those~~financial ~~criteria~~statements.

InManagement ~~the~~is ~~fiscal~~responsible ~~year~~for ~~ended~~establishing ~~October~~and ~~31,~~maintaining ~~2022,~~adequate ~~the~~internal ~~Company’s~~control ~~management,~~over ~~under~~financial ~~the~~reporting. ~~supervision~~Our ~~and~~management, with the participation of ~~the~~our ~~Company’s~~ Chief Executive Officer and ~~the~~Interim Chief Financial ~~(and principal accounting)~~ Officer, ~~carried~~has ~~out~~assessed ~~an evaluation of~~ the effectiveness of ~~the~~ ~~design~~our ~~and~~internal control ~~operation~~over offinancial ~~the~~reporting ~~Company’s disclosure controls and procedures (~~as ~~defined in Rule 13a15€ and 15d-15(e)~~ of ~~the Exchange Act) as of~~ October 31, ~~2022~~2024. ~~(the~~In ~~“Evaluation~~making ~~Date”).~~this ~~Based~~assessment, ~~upon~~our ~~that~~management ~~evaluation~~used the ~~Company~~criteria ~~concluded~~established ~~that~~in ~~as of~~Internal ~~October~~Control—Integrated ~~31,~~Framework ~~2022~~issued ~~(the~~by ~~Previous FY),~~ the ~~Company’s~~Committee ~~disclosure~~of ~~controls~~Sponsoring ~~and~~Organizations ~~procedures were not effective as a result~~ of the ~~existence of~~Treadway ~~the~~Commission ~~material~~(COSO ~~weaknesses in the Company’s internal controls over financial reporting described in Item 9A of the Company’s~~2013 ~~Annual~~Framework). ~~Report~~Based ~~filed~~ on ~~Form~~its ~~10-K~~assessment, ~~for~~our ~~the~~management ~~fiscal~~believes ~~year~~that, ~~ended~~as of October 31, ~~2022. In the Form 10-K~~2024, we disclosed that we identified material weaknesses concerning a lack of adequate processes and procedures regarding the identification and review and elimination of relevant intercompany entries in the consolidation of our ~~financial reporting, thus representing a material weakness in the Company’s~~ internal control over financial ~~reporting. Management and the Company’s Board of Directors are committed to improving the Company’s~~ ~~overall system of internal controls over financial~~ reporting. ~~Consequently,~~was ~~the~~effective ~~Company~~based ~~implemented~~on athose ~~comprehensive remediation plan in the first quarter of the FY 2023 designed to address the identified material weakness~~criteria. ~~This included:~~

●This annual ~~Management~~report ~~identification~~does ofnot ~~the~~include ~~root~~an ~~cause~~attestation ~~for~~report of the ~~elimination~~Company’s ~~errors.~~independent ●registered ~~Management~~public ~~introduction~~accounting offirm aregarding ~~new~~ internal control ~~which~~over ~~extended to identification of all intercompany transactions by using designated codes in the~~ financial ~~system designed to identify and assess the nature of the intercompany transactions and their impact on the consolidation elimination process~~reporting. ●Under ~~Management~~SEC ~~designing and implementing a standalone “Elimination Workbook” designed to identify all intercompany transactions in all entities~~rules, ~~their nature and as such their accounting treatment. This standalone workbook is then used as a cross-verification tool when~~ the ~~Consolidation~~management’s ofreport ~~the~~was ~~entities~~not issubject ~~performed within the independent Consolidation Financial System. ● Management introducing an Error Log designed~~ to ~~record~~attestation ~~errors~~by ~~and omissions during all financial closing procedures. The error log is used as part of our testing of~~ the ~~effectiveness of the~~ Company’s independent ~~internal~~registered ~~controls~~public ~~and~~accounting ~~is used by senior management as part of its review process~~firm. ~~The Error Log also records all corrective actions taken if required. ● These remediation controls and procedures were reviewed and approved by the Audit Committee.~~

~~Since~~Changes ~~filing our Form 10-K for the year ended October 31, 2022, management and the Audit Committee monitored~~ in ~~each~~Internal ~~the~~Control ~~effectiveness~~over ~~of the~~Financial aforementioned controls during the closing procedures relating to each of these subsequent periodic reporting periods (first, second and third FY 2023 reporting quarters) and concluded that the remediation actions identified above are effective to address the material weaknesses identified in our Form 10-K for the year ended October 31, 2022. We therefore believe that as of October 31,2023 the material weaknesses reported on our Form 10-K for the year ended October,31, 2022 have been remediated and the associated risks have been eliminated through application of our new process described above.Reporting

~~This~~During the ~~annual~~year ~~report~~ended ~~does~~October ~~not~~31, ~~include~~2024, anthere ~~attestation report~~were ofno changes in the Company’s ~~independent registered public accounting firm regarding~~ internal control over financial reporting. ~~Under~~(as defined in ~~SEC~~Rule ~~rules,~~13a-15(f) and 15d–15(f) under the ~~management’s~~Exchange ~~report~~Act) ~~was~~that ~~not~~have ~~subject~~materially toaffected, ~~attestation~~or byare reasonably likely to materially affect, the Company’s ~~independent~~internal ~~registered~~control ~~public~~over ~~accounting~~financial ~~firm~~reporting.

~~Changes~~ITEM in9B. ~~Internal~~Other ~~Control over Financial Reporting~~Information

~~For the fiscal year commencing November 1, 2022,~~Not management designed additional controls to remediate the previous material weaknesses in Item 9A on Form 10-K covering the fiscal year ended October 31, 2022 and in Item 4 on Form 10-Q for each of the quarters of fiscal year 2023. Given the remediation actions described above, the oversight of our Audit Committee in this area, and the testing of the applicable controls in each of the quarters of fiscal year 2023 completed during the said periods and the determination in each of those subsequent fiscal quarters that the controls that were designed and implemented have addressed the material weakness identified on our Form 10-K for the fiscal year October 31, 2022 are operating effectively, management has concluded that the material weakness in Item 9A on Form 10-K for the fiscal year ended October 31, 2022 has been remediated as of October 31, 2023.Applicable

ITEM 9B9C. ~~Other~~Disclosure ~~Information~~Regarding Foreign Jurisdictions that Prevent Inspections

Not ~~Applicable~~applicable.

~~ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections~~39

~~Not applicable.~~PART III

34ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

~~PART~~Directors ~~III~~and Executive Officers

~~ITEM~~The ~~10.~~following ~~DIRECTORS,~~persons ~~EXECUTIVE~~are ~~OFFICERS,~~the ~~AND~~executive ~~CORPORATE~~officers ~~GOVERNANCE~~and directors as of the date hereof:

Directors and Executive Officers

Name	Age	Position
Annmarie Gayle	61	Chief Executive Officer and Chairman
Gayle Jardine	54	Interim Chief Financial Officer
Blair Cunningham	56	President of Technology
Michael Hamilton	77	Director
Robert Harcourt	79	Director
Anthony Tata	65	Director
Tyler G. Runnels	68	Director
Gwenael Rouy-Poirier	50	Director
Dr. Angus McFadzean	60	Director

~~The~~Annmarie ~~following~~Gayle ~~persons~~has ~~are~~been our Chief Executive Officer and a member of the ~~executive~~Board ~~officers~~of Directors since 2011 and ~~directors~~our Chairman since March 2017. She is also our Chief Executive Officer for our flagship products business, Coda Octopus Products, Limited (UK) since 2013. Prior thereto, she spent two years assisting with the restructuring of our Company. She previously served with the Company as Senior Vice President of Legal Affairs between 2006 and 2007. Earlier in her career she worked for a leading City-London law firm specializing in Intellectual Property Rights, the ~~date~~United ~~hereof:~~Nations in various legal positions and the European Union. Ms. Gayle has a strong background in restructuring and has spent more than 12 years in a number of countries where she has been the lead adviser to a number of transitional administrations on privatizing banks and reforming state-owned assets in the Central Eastern European countries including banking, infrastructure, mining and telecommunications assets. Ms. Gayle has also managed a number of large European Union funded projects providing transitional support and capacity. Ms. Gayle holds a Law degree gained at the University of London and a Master of Law degree in International Commercial Law from Cambridge University and has completed her professional law exams to practice law in England & Wales. Because of her wealth of experience in corporate governance, large-scale project management, restructuring, strategy, structuring and managing corporate transactions, we believe that she is highly qualified to act as our Chief Executive Officer.

Name	Age	Position
Annmarie Gayle	58	Chief Executive Officer and Chairman
John Price	54	Chief Financial Officer
Kevin Kane	59	Chief Executive Officer (Coda Octopus Colmek)
Blair Cunningham	54	President of Technology
Michael Hamilton	76	Director
Robert Harcourt	78	Director
Anthony Tata	64	Director
Tyler G. Runnels	67	Director

Gayle Jardine joined the Company as European Director of Finance in September 1, 2015. She was appointed as the Interim CFO on February 14, 2024. From 2009 to 2015, she was the Controlling Director of Pentland Accounting Ltd providing management accounting services to a variety of businesses related to software provision and commercial property offerings. Between 2004 and 2009 she held senior finance management roles in Wireless Fiber Systems, Scottish Water Solutions and Honeywell. The majority of her earlier career from 1992-2002 was spent at Hewlett Packard (HP) / Agilent Technologies where she started as a Graduate Financial Analyst and worked her way through various roles to be Financial Operations Manager of a worldwide product line managing teams in UK, Germany and USA. From 1995-1996 she had a foreign services assignment to Santa Rosa, California with HP as a Financial Business Consultant in their Test & Measurement Business. Ms. Jardine qualified as a Chartered Management Accountant (CIMA) in 1996 and has a BA (Hons) in Business Studies from Robert Gordon University in Aberdeen.

~~Annmarie~~Blair ~~Gayle~~Cunningham ~~has~~joined ~~been our Chief Executive Officer and a member of~~ the ~~Board~~Company ofin ~~Directors~~July ~~since~~2004 ~~2011~~ and ~~our~~held ~~Chairman~~several ~~since~~roles ~~March 2017.~~in ~~She~~the isCompany ~~also~~including ~~our~~ Chief ~~Executive~~Technology Officer ~~for~~between ~~our~~July 2004 ~~flagship~~and ~~products~~July ~~business, Coda Octopus Products, Limited (UK) since 2013~~2005. ~~Prior~~ ~~thereto,~~He ~~she~~is ~~spent~~currently ~~two years assisting with the restructuring of~~ our ~~Company. She previously served with the Company as Senior Vice~~ President of ~~Legal~~Technology ~~Affairs between 2006~~ and ~~2007.~~Divisional ~~Earlier~~CEO inof ~~her~~Coda ~~career~~Octopus ~~she worked for a leading City-London law firm specializing in Intellectual Property Rights~~Products, ~~the United Nations in various legal positions and the European Union~~Inc. MsMr. ~~Gayle~~Cunningham ~~has a~~received ~~strong~~an ~~background~~HND in ~~restructuring~~Computer ~~and~~Science ~~has spent more than 12 years~~ in a1989 ~~number~~from ofMoray ~~countries~~College ~~where she has been the lead adviser to a number~~ of ~~transitional~~Further ~~administrations on privatizing banks and reforming state-owned assets in the Central Eastern European countries including banking~~Education, ~~infrastructure~~Elgin, ~~mining and telecommunications assets~~Scotland. ~~Ms.~~Because ~~Gayle has also managed a number~~ of ~~large European Union funded projects providing transitional support and capacity~~Mr. ~~Ms.~~Cunningham’s ~~Gayle holds a Law degree gained at the University of~~expertise ~~London and a Master of Law degree~~ in ~~International~~technology, ~~Commercial~~systems ~~Law~~software ~~from~~development ~~Cambridge University~~ and ~~has completed her professional law exams to practice law in England & Wales. Because of her wealth of experience in corporate governance, large-scale~~ project management, ~~restructuring,~~the ~~strategy,~~Company ~~structuring~~believes ~~and managing corporate transactions, we believe~~ that ~~she~~he is highly qualified to ~~act~~serve asin ~~our~~his current ~~Chief Executive Officer~~roles.

John Price joined the Company as its Chief Financial Officer on November 27, 2023. Previously, Mr. Price was CFO of Assure Holdings Corp. (a Nasdaq listed company), a Colorado-based public health services company that works with neurosurgeons and orthopedic spine surgeons to provide a turnkey suite of services that support intraoperative neuromonitoring activities during invasive surgeries. He successfully guided Assure through its listing on the Nasdaq, completed several capital raises, and presented the company to investors. Mr. Price has previously served as CFO of several public companies and completed an IPO on the Nasdaq. He began his career with Ernst & Young LLP as a CPA between 1995 and 2003, working as Senior Auditor and then Manager, coordinating many audit teams in Pennsylvania and California.40

~~Blair~~Michael ~~Cunningham~~Hamilton ~~joined~~was ~~the~~our ~~Company~~Chairman inof ~~July~~the ~~2004~~Board ~~and~~between ~~held~~June ~~several~~2010 ~~roles~~and inMarch ~~the~~2017. ~~Company including~~He ~~Chief~~is ~~Technology~~currently ~~Officer~~serving ~~between~~as ~~July~~an ~~2004~~independent ~~and~~director ~~July~~of our ~~2005~~Board. He ishas ~~currently~~been ~~our~~a ~~President~~member of ~~Technology~~the board of directors and ~~Divisional~~a ~~CEO~~member of the audit committee of Tian Ruixiang Holdings Ltd., a Nasdaq ~~Coda~~traded ~~Octopus~~public ~~Products~~company, ~~Inc~~since 2020. Since 2014, Mr. ~~Cunningham~~Hamilton ~~received~~has provided accounting and valuation services for a varied list of clients. He was Senior Vice President of Powerlink Transmission Company from 2011 through 2014. From 1988 to 2003, he was an ~~HND~~audit inpartner ~~Computer~~at PricewaterhouseCoopers. He holds a Bachelor of Science in ~~1989~~Accounting from ~~Moray~~St. Frances College ofand ~~Further~~is ~~Education,~~a ~~Elgin,~~certified public accountant and ~~Scotland~~is accredited in business valuation. Because of Mr. ~~Cunningham~~Hamilton’s ~~expertise~~background in ~~technology~~auditing, ~~systems~~strategic ~~software~~corporate ~~development~~finance solutions, financial management and ~~project~~financial ~~management~~reporting, ~~the~~we ~~Company believes~~believe that he is highly qualified to ~~serve~~be ina ~~his~~member ~~current~~of ~~roles~~our Board of Directors.

35G. Tyler Runnels was elected as a director at the 2018 annual meeting. Mr. Runnels has nearly 30 years of investment banking experience including debt and equity financing, private placements, mergers and acquisitions, initial public offerings, bridge financings, and financial restructurings. Since 2003 Mr. Runnels has been the Chairman and Chief Executive Officer of T.R. Winston & Company, LLC, an investment bank and member of FINRA, where he began working in 1990. Mr. Runnels was an early-stage investor in our company and T.R. Winston & Company, LLC has served as our exclusive placement agent in one of our private placements raising early rounds of capital for our company. Mr. Runnels has successfully completed and advised on numerous transactions for clients in a variety of industries, including healthcare, oil and gas, business services, manufacturing, and technology. Mr. Runnels is also responsible for working with high-net-worth clients seeking to diversify their portfolios to include real estate products through established relationships with real estate brokers, accountants, attorneys, qualified intermediaries, and financial advisors. Prior to joining T.R. Winston & Co., LLC, Mr. Runnels held the position of Senior Vice President of Corporate Finance for H.J. Meyers & Company, a regional investment bank. Mr. Runnels received a B.S. and MBA from Pepperdine University. Mr. Runnels holds FINRA Series 7, 24, 55, 63 and 79 licenses.

~~Kevin~~Robert ~~Kane~~Harcourt ~~joined~~has ~~the~~been ~~Company~~a inmember ~~July~~of ~~2021~~Coda’s Board of Directors since June 26,2023. HeMr. Harcourt is ~~the~~a ~~Chief~~retired ~~Executive~~Audit ~~Officer~~and Advisory Partner of ~~Coda~~KPMG ~~Octopus~~with ~~Colmek,~~a ~~Inc.~~professional ~~(“Colmek”). Mr.~~career ~~Kane~~spanning ~~holds~~over 40 years where he executed a ~~Bachelor~~variety of ~~Science~~roles ~~Degree~~at inthe ~~Computer~~partnership ~~Engineering~~level ~~from~~ during the ~~Rochester~~time ~~Institute~~with ofKPMG. ~~Technology,~~including Assurance Partner from 1978 – 1999 and aAdvisory ~~Master~~Partner offrom ~~Business~~1999- 2007. He also worked as Associate ~~Administration~~Director, ~~degree~~Division ~~from~~of ~~Saint~~Registration ~~John~~and ~~Fisher~~Inspection ~~College~~of the Public Company Accounting Oversight Board (~~USA~~PCAOB) from 2011-2016. ~~Because~~He ofmost ~~Mr.~~recently worked ~~Kane’s~~for ~~background~~the Analysis Group and ~~experience~~Cornerstone ~~working~~Research ~~with~~from ~~Prime Defense~~2018-2021. ~~Contractors~~He inis ~~the~~a ~~area~~Certified ofPublic ~~business~~Accountant ~~development,~~and ~~the~~holds ~~Company~~a ~~believes~~BBA ~~that~~in heAccountancy from isPace ~~highly~~University ~~qualified~~and tohas ~~serve~~completed ascourse ~~the~~work ~~Divisional Chief~~at ~~Executive~~Harvard ~~Officer~~University ofand ~~Colmek~~Stanford University.

~~Michael~~Brigadier ~~Hamilton~~General ~~was~~Anthony ~~our~~Tata ~~Chairman~~(Ret) ofhas ~~the~~been ~~Board~~a ~~between~~member ~~June~~of ~~2010~~Coda’s ~~and~~Board ~~March~~of ~~2017.~~Directors Hesince isJune ~~currently~~26, ~~serving~~2023. asBrigadier anGeneral ~~independent~~Tata ~~director of~~most ~~our~~recently ~~Board.~~performed Hethe ~~has~~duties ~~been~~of aUndersecretary ~~member~~ of ~~the~~Defense ~~board~~for ofPolicy, ~~directors~~the ~~and~~number a3 ~~member~~position ofin the ~~audit~~United ~~committee~~States Department of ~~Tian Ruixiang Holdings Ltd.~~Defense, ~~a Nasdaq~~ ~~traded~~where ~~public~~he ~~company,~~implemented ~~since~~the ~~2020.~~National ~~Since~~Defense ~~2014,~~Strategy ~~Mr.~~and ~~Hamilton~~worked ~~has~~closely ~~provided~~with ~~accounting~~allies and ~~valuation~~partners ~~services~~to ~~for~~achieve astrategic ~~varied~~defense ~~list~~goals ~~of clients~~globally. HeHis ~~was~~military ~~Senior~~career ~~Vice~~includes ~~President~~commands ofin ~~Powerlink~~the ~~Transmission~~82nd ~~Company~~and ~~from~~101st ~~2011~~Airborne ~~through~~Divisions ~~2014.~~and ~~From~~the ~~1988~~10th ~~to 2003~~Mountain Division, heas ~~was~~well anas ~~audit~~many ~~partner~~overseas ~~at PricewaterhouseCoopers~~operations. He ~~holds~~is a West Point graduate with a Bachelor of Science inand ~~Accounting~~two ~~from~~master’s ~~St.~~degrees in ~~Frances~~Operational ~~College~~Planning and isInternational aRelations. ~~certified~~He ~~public accountant and~~ is ~~accredited~~also ina ~~business~~distinguished ~~valuation.~~national ~~Because~~security offellow ~~Mr.~~at ~~Hamilton~~Harvard University’s JFK ~~background~~School inof ~~auditing,~~Government ~~strategic~~and ~~corporate~~a ~~finance~~successful ~~solutions,~~author. ~~financial management~~His ~~and~~military ~~financial~~awards ~~reporting,~~include wethe ~~believe~~bronze ~~that~~star, hecombat isaction ~~highly~~badge, ~~qualified~~ranger totab, bemaster parachutist abadge ~~member~~and Department of ~~our~~Defense ~~Board~~award offor ~~Directors~~distinguished public service.

G.Gwenaël ~~Tyler~~Rouy-Poirier ~~Runnels~~ was elected as a director atin ~~the~~April ~~2018~~2024. ~~annual~~Since ~~meeting.~~January ~~Mr.~~2024, ~~Runnels~~he has ~~nearly~~been 30an ~~years~~independent ofconsultant ~~investment~~for ~~banking experience~~companies ~~including~~in ~~debt~~the aerospace and ~~equity~~defense ~~financings,~~sectors. ~~private~~From ~~placements,~~May ~~mergers~~to ~~and~~December ~~acquisitions~~2023, ~~initial~~he ~~public~~was ~~offerings,~~Chief ~~bridge~~Financial ~~financings,~~Officer ~~and financial~~for ~~restructurings.~~SHL ~~Since~~(Scandinavian ~~2003~~Health MrLtd.) ~~Runnels~~Medical, a ~~has~~private ~~been~~company ~~the~~backed ~~Chairman~~up ~~and~~by ~~Chief~~private ~~Executive~~equity ~~Officer~~operating ofas ~~T.R.~~a ~~Winston~~leading &solutions ~~Company~~provider in the design, ~~LLC~~development, an ~~investment~~and ~~bank~~manufacturing of ~~and~~advanced ~~member~~medical ofdelivery ~~FINRA,~~devices ~~where~~such heas ~~began~~autoinjectors ~~working~~and inpen ~~1990~~injectors. ~~Mr.~~From ~~Runnels~~April ~~was~~2021 anto ~~early-stage~~December ~~investor~~2022, inhe ~~our~~was ~~company~~Chief ~~and T.R.~~Financial ~~Winston~~Officer &of ~~Company~~GKN Aerospace, ~~LLC~~one ~~has~~of ~~served~~the asworld’s ~~our~~leading ~~exclusive~~multi-technology ~~placement~~Tier ~~agent~~1 inaerospace ~~one~~suppliers, ofserving ~~our~~90% ~~private placements raising early rounds~~ of ~~capital~~the world’s ~~for~~aircraft ~~our~~and ~~company.~~engine Mrmanufacturers. ~~Runnels~~From ~~has~~2019 ~~successfully~~to ~~completed~~2021, ~~and~~he ~~advised~~was onChief ~~numerous~~Financial ~~transactions~~Officer ~~for~~of ~~clients~~Nobel inBiocare Systems, a ~~variety~~premium ofdental ~~industries,~~implant ~~including~~leader ~~healthcare,~~whose ~~oil~~portfolio ~~and~~also ~~gas,~~included ~~business~~restorative ~~services~~solutions, ~~manufacturing,~~dentist hardware equipment and ~~technology.~~digital Mrtreatment technologies. ~~Runnels~~Prior isthereto, he ~~also~~worked ~~responsible~~ for ~~working~~Honeywell ~~with high-net-worth~~mostly ~~clients~~in ~~seeking~~the toAerospace ~~diversify~~division, ~~their~~as ~~portfolios~~well toas ~~include~~in ~~real~~the ~~estate~~Homes ~~products~~& ~~through~~Building ~~established~~Technologies ~~relationships~~and ~~with~~Specialty ~~real~~Materials), ~~estate~~l’Oréal ~~brokers,~~and ~~accountants,~~Arthur ~~attorneys~~Andersen, ~~qualified~~among ~~intermediaries, and financial advisors~~others. ~~Prior~~He toearned ~~joining~~a ~~T.R.~~Bachelor ~~Winston~~(Mathematics) &from ~~Co.,~~Lycée ~~LLC, Mr.~~Victor ~~Runnels~~Duruy ~~held~~and ~~the~~a ~~position~~ Master of ~~Senior~~Management ~~Vice~~in ~~President of~~ Corporate Finance ~~for~~from ~~H.J.~~EDHEC ~~Meyers~~Business &School ~~Company,~~in aFrance. ~~regional~~Because ~~investment~~of ~~bank. Mr.~~his ~~Runnels~~strong ~~received~~financial abackground ~~B.S.~~ and ~~MBA~~ties ~~from~~to ~~Pepperdine~~the ~~University.~~defense industry, ~~Mr.~~the ~~Runnels~~Company ~~holds~~believes ~~FINRA~~that ~~Series~~he 7,is ~~24,~~highly ~~55,~~qualified 63to ~~and~~serve 79on ~~licenses~~the Board.

~~Robert~~Dr. ~~Harcourt~~Angus ~~has~~McFadzean ~~been~~became a ~~member~~director ofon ~~Coda’s~~July ~~Board~~1, of2024. ~~Directors~~He ~~since~~is ~~June~~one ~~26,2023.~~of ~~Mr.~~the ~~Harcourt~~co-founders isof athe ~~retired~~Company’s ~~Audit~~Marine ~~and~~Technology ~~Advisory~~Business ~~Partner~~and ofhas ~~KPMG~~been affiliated with athe ~~professional~~Company ~~career~~in ~~spanning~~various ~~over~~capacities 40since ~~years~~its ~~where~~inception hein ~~executed~~1994. aFrom ~~variety~~2013 ofuntil ~~roles~~his atretirement in May 2024, Dr. McFadzean was the ~~partnership~~Research ~~level~~and ~~during~~ Development Director of the ~~time~~Company’s ~~with~~Marine ~~KPMG.~~Technology ~~including~~subsidiary, ~~Assurance~~where, ~~Partner~~among ~~from~~other ~~1978~~things, he –was ~~1999~~responsible for overseeing and ~~Advisory~~managing ~~Partner~~the ~~from~~Marine ~~1999-~~Technology ~~2007.~~Business’ HeR&D ~~also~~Program ~~worked~~including asdevelopments ~~Associate~~relating ~~Director,~~to ~~Division~~the ofEchoscope® ~~Registration~~ and ~~Inspection~~DAVD. ofHe ~~the~~was ~~Public~~also ~~Company~~responsible ~~Accounting~~for ~~Oversight~~the ~~Board~~Company’s ~~(PCAOB)~~Cyber ~~from~~Security ~~2011-2016~~Management Program. HeDr. ~~most~~McFadzean ~~recently~~holds ~~worked~~a ~~for~~master’s ~~the~~degree ~~Analysis~~in ~~Group~~electrical and ~~Cornerstone~~electronic ~~Research~~engineering as well as a Ph.D. from ~~2018~~Heriot-~~2021.~~Watt HeUniversity isin aEdinburgh, ~~Certified~~Scotland. Because ~~Public~~of ~~Accountant~~his ~~and~~deep ~~holds~~knowledge aof ~~BBA~~the inCompany’s ~~Accountancy from~~technology, ~~Pace~~the ~~University~~Company ~~and~~believes ~~has~~that ~~completed~~he ~~course~~is ~~work~~highly atqualified ~~Harvard~~to ~~University~~serve ~~and~~on ~~Stanford~~the ~~University~~Board.

~~Brigadier~~Family General Anthony Tata (Ret) has been a member of Coda’s Board of Directors since June 26, 2023. Brigadier General Tata most recently performed the duties of Undersecretary of Defense for Policy, the number 3 position in the United States Department of Defense, where he implemented the National Defense Strategy and worked closely with allies and partners to achieve strategic defense goals globally. His military career includes commands in the 82nd and 101st Airborne Divisions and the 10th Mountain Division, as well as many overseas operations. He is a West Point graduate with a Bachelor of Science and two master’s degrees in Operational Planning and International Relations. He is also a distinguished national security fellow at Harvard University’s JFK School of Government and a successful author. His military awards include the bronze star, combat action badge, ranger tab, master parachutist badge and Department of Defense award for distinguished public service.Relationships

~~Family~~None ~~Relationships~~of our Directors are related by blood, marriage, or adoption to any other Director, executive officer, or other key employees.

~~None of our Directors are related by blood, marriage, or adoption to any other Director, executive officer, or other key employees.~~41

36Board Leadership Structure

The Board of Directors is currently chaired by the Chief Executive Officer of the Company, Annmarie Gayle. The Company believes that combining ~~Leadership~~the ~~Structure~~positions of Chief Executive Officer and Chairman of the Board of Directors helps to ensure that the Board of Directors and management act with a common purpose. Integrating the positions of Chief Executive Officer and Chairman can provide a clear chain of command to execute the Company’s strategic initiatives. The Company also believes that it is advantageous to have a chairman with an extensive history with, and knowledge of, the Company. Notwithstanding the combined role of Chief Executive Officer and Chairman, key strategic initiatives and decisions involving the Company are discussed and approved by the entire Board of Directors. The Company believes that the current leadership structure and processes maintain an effective oversight of management and independence of the Board of Directors as a whole without separate designation of a lead independent director. However, the Board of Directors will continue to monitor its functioning and will consider appropriate changes to ensure the effective independent function of the Board of Directors in its oversight responsibilities.

~~The~~Independence ~~Board~~ of ~~Directors is currently chaired by~~ the ~~Chief Executive Officer of the Company, Annmarie Gayle. The Company believes that combining the positions of Chief Executive Officer and Chairman of the~~ Board of Directors ~~helps to ensure that the Board of Directors~~ and management act with a common purpose. Integrating the positions of Chief Executive Officer and Chairman can provide a clear chain of command to execute the Company’s strategic initiatives. The Company also believes that it is advantageous to have a chairman with an extensive history with, and knowledge of, the Company. Notwithstanding the combined role of Chief Executive Officer and Chairman, key strategic initiatives and decisions involving the Company are discussed and approved by the entire Board of Directors. The Company believes that the current leadership structure and processes maintain an effective oversight of management and independence of the Board of Directors as a whole without separate designation of a lead independent director. However, the Board of Directors will continue to monitor its ~~functioning~~ ~~and will consider appropriate changes to ensure the effective independent function of the Board of Directors in its oversight responsibilities.~~Committees

~~Independence~~After review of all relevant transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its Independent Registered Public Accounting Firm, the Board of Directors has determined that all the Company’s directors are independent within the meaning of the applicable NASDAQ listing standards, except Ms. Gayle, the Company’s Chairman and ~~its~~Chief ~~Committees~~Executive Officer. The Board of Directors met 4 times and acted by unanimous written consent 4 times during the fiscal year ended October 31, 2024. Each member of the Board of Directors attended all meetings of the Board of Directors held in the last fiscal year during the period for which he or she was a director and of the meetings of the committees on which he or she served in the last fiscal year during the period for which he or she was a committee member.

~~After~~The ~~review~~Board of ~~all~~Directors ~~relevant~~has ~~transactions~~three orcommittees: ~~relationships~~the ~~between~~Audit ~~each director~~Committee, ~~or any of his or her family members, and~~ the ~~Company,~~Compensation ~~its senior~~Committee ~~management~~ and ~~its Independent Registered Public Accounting Firm,~~ the ~~Board~~Nominating ofCommittee. ~~Directors~~Below ~~has~~is ~~determined~~a ~~that all the Company’s~~description ~~directors~~of ~~are~~each ~~independent~~committee ~~within~~of the ~~meaning~~Board of ~~the applicable NASDAQ listing standards, except Ms~~Directors. ~~Gayle, the Company’s Chairman and Chief Executive Officer.~~ The Board of Directors ~~met~~has 4determined ~~times~~that ~~and~~each ~~acted~~member byof ~~unanimous~~each ~~written~~committee ~~consent~~meets ~~4 times during~~ the ~~fiscal year~~applicable ~~ended~~rules ~~October~~and ~~31,~~regulations ~~2023.~~regarding ~~Each~~“independence” ~~member~~and ofthat ~~the~~each ~~Board~~member ofis ~~Directors~~free ~~attended all meetings~~ of ~~the~~any ~~Board~~relationship ofthat ~~Directors~~would ~~held~~interfere ~~in the last fiscal~~with ~~year~~his ~~during the period for which he~~ or ~~she~~her ~~was~~individual aexercise ~~director and~~ of ~~the~~independent ~~meetings~~judgment ofwith ~~the~~regard ~~committees~~to ~~on which he or she served in~~ the ~~last fiscal year during the period for which he or she was a committee member~~Company.

~~The Board of Directors has three committees: the~~ Audit ~~Committee, the Compensation Committee and the Nominating Committee. Below is a description~~ of each committee of the Board of Directors. The Board of Directors has determined that each member of each committee meets the applicable rules and regulations regarding “independence” and that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company.Committee

The Audit Committee of the Board of Directors oversees the Company’s corporate accounting and financial reporting process. For this purpose, the Audit Committee performs several functions. The Audit Committee, among other things: evaluates the performance, and assesses the qualifications, of the Independent Registered Public Accounting Firm; determines and pre-approves the engagement of the Independent Registered Public Accounting Firm to perform all proposed audit, review and attest services; reviews and pre-approves the retention of the Independent Registered Public Accounting Firm to perform any proposed, permissible non-audit services; determines whether to retain or terminate the existing Independent Registered Public Accounting Firm or to appoint and engage a new independent registered Public Accounting Firm for the ensuing year; confers with management and the Independent Registered Public Accounting Firm regarding the effectiveness of internal control over financial reporting; establishes procedures as required under applicable law, for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; reviews the financial statements to be included in the Company’s Annual Report on Form 10-K and the Company’s periodic quarterly filings on Form 10-Q, recommends whether or not such financial statements should be so included; and discusses with management and the Independent Registered Public Accounting Firm the results of the annual audit and review of the Company’s quarterly financial statements.

The Audit Committee ofis ~~the~~currently ~~Board~~composed of ~~Directors~~four ~~oversees~~outside ~~the Company’s corporate accounting and financial reporting process. For this purpose, the Audit Committee performs several functions. The Audit Committee, among other things~~directors: ~~evaluates~~Michael ~~the~~Hamilton ~~performance~~(Chairman), ~~and~~Robert ~~assesses the qualifications~~Harcourt, ofAnthony ~~the~~Tata ~~Independent Registered Public Accounting Firm; determines~~ and ~~pre-approves the engagement of the Independent~~Gwenaël ~~Registered Public Accounting Firm to perform all proposed audit, review and attest services; reviews and pre~~Rouy-~~approves~~Poirier. ~~the~~The ~~retention~~Audit ~~of the~~Committee ~~Independent~~met ~~Registered~~four ~~Public~~times ~~Accounting~~during ~~Firm to perform any proposed, permissible non-audit services; determines whether to retain or terminate~~ the ~~existing~~fiscal ~~Independent Registered Public Accounting Firm or to appoint and engage a new independent registered Public Accounting Firm for the ensuing~~ year; ~~confers~~ended ~~with~~October ~~management and the Independent Registered Public Accounting Firm regarding the effectiveness of internal control over financial reporting; establishes procedures as required under applicable law~~31, ~~for~~2024. ~~the~~The ~~receipt,~~Audit ~~retention~~Committee ~~and treatment~~Charter ofis ~~complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential~~available ~~and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; reviews the financial statements to be included in the Company’s Annual Report~~ on ~~Form 10-K and~~ the Company’s ~~periodic quarterly filings on Form 10-Q~~website, recommends whether or not such financial statements should be so included; and discusses with management and the Independent Registered Public Accounting Firm the results of the annual audit and review of the Company’s quarterly financial statementswww.codaoctopusgroup.com.

The Audit Committee is currently composed of three outside directors: Michael Hamilton (Chairman), Robert Harcourt and Anthony Tata. The Audit Committee met four times during the fiscal year ended October 31, 2023. The Audit Committee Charter is available on the Company’s website, www.codaoctopusgroup.com.42

37The Board of Directors periodically reviews the NASDAQ listing standards’ definition of independence for Audit Committee members and has determined that all members of the Company’s Audit Committee are independent (as independence is currently defined in Rule 5605(c)(2)(A) of the NASDAQ listing standards and Rule 10A-3(b)(1) of the Securities Exchange Act, as amended). The Board of Directors has determined that Michael Hamilton qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The Board of Directors made a qualitative assessment of Mr. Hamilton’s level of knowledge and experience based on a number of factors, including his formal education and his service in executive capacities, having financial oversight responsibilities.

~~The~~Compensation ~~Board of Directors periodically reviews the NASDAQ listing standards’ definition of independence for Audit~~ Committee members and has determined that all members of the Company’s Audit Committee are independent (as independence is currently defined in Rule 5605(c)(2)(A) of the NASDAQ listing standards and Rule 10A-3(b)(1) of the Securities Exchange Act, as amended). The Board of Directors has determined that Michael Hamilton qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The Board of Directors made a qualitative assessment of Mr. Hamilton’s level of knowledge and experience based on a number of factors, including his formal education and his service in executive capacities having financial oversight responsibilities.

The Compensation Committee of the Board of Directors reviews, modifies and approves the overall compensation strategy and policies for the Company. The Compensation Committee, among other things, reviews and approves corporate performance goals and objectives relevant to the compensation of the Company’s officers; determines and approves the compensation and other terms of employment of the Company’s Chief Executive Officer; determines and approves the compensation and other terms of employment of the other officers of the Company; and administers the Company’s stock option and purchase plans, pension and profit sharing plans and other similar programs.

The Compensation Committee ofis ~~the~~composed ~~Board~~ of ~~Directors~~four ~~reviews,~~outside ~~modifies~~directors: ~~and approves the overall compensation strategy and policies for the Company~~G. ~~The~~Tyler ~~Compensation~~Runnels ~~Committee~~(Chairman), ~~among~~Robert ~~other things~~Harcourt, ~~reviews~~Michael ~~and~~Hamilton ~~approves corporate performance goals~~ and ~~objectives relevant to~~Gwenaël ~~the~~Rouy-Poirier. ~~compensation~~All members of the ~~Company’s~~Compensation ~~officers;~~Committee ~~determines~~are ~~and~~independent ~~approves~~(as ~~the~~independence ~~compensation~~is ~~and~~currently ~~other~~defined ~~terms~~in ofRule ~~employment~~5605(a)(2) of the ~~Company’s~~ ~~Chief~~NASDAQ ~~Executive~~listing ~~Officer;~~standards). ~~determines~~The ~~and~~Compensation ~~approves~~Committee ~~the~~met ~~compensation~~three ~~and~~times ~~other~~during ~~terms~~the offiscal ~~employment~~year ofended ~~the~~October ~~other~~31, ~~officers~~2024. ofThe ~~the Company;~~Compensation ~~and~~Committee ~~administers~~Charter is available on the Company’s ~~stock~~website ~~option~~at: ~~and purchase plans, pension and profit sharing plans and other similar programs~~www.codaoctopusgroup.com.

~~The~~ Compensation Committee isInterlocks ~~composed of three outside directors: G. Tyler Runnels (Chairman), Robert Harcourt~~ and ~~Michael~~Insider Hamilton. All members of the Compensation Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the NASDAQ listing standards). The Compensation Committee met three times during the fiscal year ended October 31, 2023. The Compensation Committee Charter is available on the Company’s website at: www.codaoctopusgroup.com.Participation

~~Compensation~~No ~~Committee~~member ~~Interlocks~~of ~~and~~our ~~Insider~~compensation ~~Participation~~committee has at any time been an employee of ours. None of our executive officers serves as a member of the board of directors or the compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

NoNominating member of our compensation committee has at any time been an employee of ours. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.Committee

~~Nominating~~The Nominating Committee of the Board of Directors is responsible for, among other things, identifying, reviewing and evaluating candidates to serve as directors of the Company; reviewing, evaluating and considering incumbent directors; recommending to the Board of Directors candidates for election to the Board of Directors; making recommendations to the Board of Directors regarding the membership of the committees of the Board of Directors, and assessing the performance of the Board of Directors.

The Nominating and Governance Committee ofis ~~the~~currently ~~Board~~composed of ~~Directors~~four isoutside ~~responsible~~directors: ~~for,~~G. ~~among~~Tyler ~~other~~Runnels ~~things~~(Chair), ~~identifying~~Michael Hamilton, ~~reviewing~~Robert Harcourt and ~~evaluating~~Gwenaël ~~candidates to~~Rouy-Poirier. ~~serve~~All asmembers ~~directors~~ of the ~~Company;~~Nominating ~~reviewing,~~Committee ~~evaluating~~are ~~and~~independent ~~considering~~(as ~~incumbent~~independence ~~directors;~~is ~~recommending~~currently todefined in ~~the~~Rule ~~Board~~5605(a)(2) of ~~Directors candidates for election to~~ the ~~Board~~NASDAQ oflisting ~~Directors;~~standards). ~~making~~The ~~recommendations~~Nominating toCommittee ~~the~~met ~~Board~~three oftimes ~~Directors~~during ~~regarding~~ the ~~membership~~fiscal ofyear ~~the~~ended ~~committees~~October 31, of2024. ~~the~~The ~~Board~~Nominating ofCommittee ~~Directors,~~Charter ~~and~~is ~~assessing~~available ~~the~~on ~~performance of~~ the ~~Board~~Company’s ofwebsite ~~Directors~~at www.codaoctopusgroup.com.

The Nominating ~~and~~Committee ~~Governance~~has ~~Committee~~not isestablished ~~currently~~any ~~composed~~specific ofminimum ~~three~~qualifications ~~outside~~that ~~directors:~~must G.be ~~Tyler~~met ~~Runnels~~for ~~(Chair),~~recommendation ~~Michael~~for ~~Hamilton~~a ~~and~~position on the ~~Robert~~Board ~~Harcourt~~of Directors. ~~All~~Instead, ~~members~~in ofconsidering candidates for director the Nominating Committee ~~are~~will ~~independent~~generally ~~(as~~consider ~~independence~~all isrelevant ~~currently~~factors, including ~~defined~~among others the candidate’s applicable education, expertise and demonstrated excellence in ~~Rule~~his ~~5605(a)(2)~~or ofher field, the usefulness of the ~~NASDAQ~~expertise ~~listing~~to ~~standards).~~the ~~The~~Company, ~~Nominating~~the ~~Committee~~availability ~~met~~of ~~three~~the ~~times~~candidate ~~during~~to devote sufficient time and attention to the ~~fiscal~~affairs ~~year~~of ~~ended~~the ~~October~~Company, the 31candidate’s reputation for personal integrity and ethics and the candidate’s ability to exercise sound business judgment. Other relevant factors, ~~2023~~including diversity, experience, and skills, will also be considered. ~~The~~Candidates ~~Nominating~~for director are reviewed in ~~Committee~~the ~~Charter~~context isof ~~available~~the onexisting membership of the Board of Directors (including the qualities and skills of the existing directors), the operating requirements of the Company’s ~~website~~and atthe ~~www~~long-term interests of its stockholders.~~codaoctopusgroup.com.~~

The Nominating Committee has not established any specific minimum qualifications that must be met for recommendation for a position on the Board of Directors. Instead, in considering candidates for director the Nominating Committee will generally consider all relevant factors, including among others the candidate’s applicable education, expertise and demonstrated excellence in his or her field, the usefulness of the expertise to the Company, the availability of the candidate to devote sufficient time and attention to the affairs of the Company, the candidate’s reputation for personal integrity and ethics and the candidate’s ability to exercise sound business judgment. Other relevant factors, including diversity, experience, and skills, will also be considered. Candidates for director are reviewed in the context of the existing membership of the Board of Directors (including the qualities and skills of the existing directors), the operating requirements of the Company and the long-term interests of its stockholders.43

38The Nominating Committee considers each director’s executive experience and his or her familiarity and experience with the various operational, scientific and/or financial aspects of managing companies in our industry.

~~The~~With respect to diversity, the Nominating Committee ~~considers~~seeks ~~each~~a ~~director’s~~diverse group of individuals who have executive leadership experience and ~~his~~a orcomplementary mix ~~her~~of ~~familiarity~~backgrounds and ~~experience~~skills ~~with~~necessary to provide meaningful oversight of the ~~various~~Company’s activities. The Company meets the NASDAQ ~~operational~~standards for diversity on the board of directors. The Nominating Committee annually reviews the Board’s composition in light of the Company’s changing requirements. The Nominating Committee uses the Board of Director’s network of contacts when compiling a list of potential director candidates and may also engage outside consultants. Pursuant to its charter, ~~scientific~~the Nominating Committee will consider, but not necessarily recommend to the Board of Directors, potential director candidates recommended by stockholders. All potential director candidates are evaluated based on the factors set forth above, and~~/or~~ ~~financial~~the ~~aspects~~Nominating Committee has established no special procedure for the consideration of ~~managing~~director ~~companies~~candidates inrecommended ~~our~~by ~~industry~~stockholders.

~~With~~Employment respect to diversity, the Nominating Committee seeks a diverse group of individuals who have executive leadership experience and a complementary mix of backgrounds and skills necessary to provide meaningful oversight of the Company’s activities. The Company meets the NASDAQ standards for diversity on the board of directors. The Nominating Committee annually reviews the Board’s composition in light of the Company’s changing requirements. The Nominating Committee uses the Board of Director’s network of contacts when compiling a list of potential director candidates and may also engage outside consultants. Pursuant to its charter, the Nominating Committee will consider, but not necessarily recommend to the Board of Directors, potential director candidates recommended by stockholders. All potential director candidates are evaluated based on the factors set forth above, and the Nominating Committee has established no special procedure for the consideration of director candidates recommended by stockholders.Agreements

~~Employment~~Annmarie ~~Agreements~~Gayle

~~Annmarie~~Pursuant to the terms of an employment agreement dated March 16, 2017, the Company employs Ms. Gayle as its Chief Executive Officer on a full-time basis and a member of its Board of Directors. Effective July 1, 2019, Ms. Gayle’s annual salary is $305,000. She is also entitled to an annual performance bonus of up to $100,000, upon achieving certain targets that are to be defined on an annual basis. The agreement provides for 30 days of paid vacation in addition to public holidays observed in Denmark where she is resident.

~~Pursuant~~The toagreement ~~the~~has ~~terms~~no ofdefinitive anterm ~~employment~~and ~~agreement~~may ~~dated~~be ~~March~~terminated ~~16,~~upon ~~2017,~~twelve ~~the~~months’ ~~Company~~prior ~~employs~~written notice by Ms. Gayle. asIn ~~its~~the ~~Chief~~event ~~Executive~~that the ~~Officer~~Company onterminates aher ~~full-time basis~~at ~~and~~any atime ~~member~~without ofcause, ~~its~~she ~~Board~~is ofentitled ~~Directors.~~to ~~Effective~~a ~~July~~payment 1,equal ~~2019,~~to ~~Ms.~~her ~~Gayle’s~~ annual salary isas well as a separation bonus of $~~305~~150,000. ~~She~~ isThe ~~also~~Company ~~entitled~~may toterminate anthe ~~annual~~agreement ~~performance~~for ~~bonus~~cause, ofimmediately upand towithout ~~$100,000,~~notice. ~~upon~~Among ~~achieving~~others, ~~certain~~“for ~~targets~~cause” includes ~~that~~gross ~~are~~misconduct, toa beserious ~~defined~~or onrepeated anbreach ~~annual basis.~~of ~~The~~the agreement ~~provides~~and ~~for~~negligence 30and ~~days~~incompetence ofas ~~paid~~reasonably ~~vacation~~determined inby the ~~addition~~Company’s toBoard. ~~public~~The ~~holidays~~agreement ~~observed~~includes ina ~~Denmark~~12-month ~~where~~non-compete ~~she~~and isnon-solicitation ~~resident~~provision.

~~The~~Blair agreement has no definitive term and may be terminated upon twelve months’ prior written notice by Ms. Gayle. In the event that the Company terminates her at any time without cause, she is entitled to a payment equal to her annual salary as well as a separation bonus of $150,000. The Company may terminate the agreement for cause, immediately and without notice. Among others, “for cause” includes gross misconduct, a serious or repeated breach of the agreement and negligence and incompetence as reasonably determined by the Company’s Board. The agreement includes a 12-month non-compete and non-solicitation provision.Cunningham

Under the terms of an employment contract dated January 1, 2013, our wholly owned subsidiary Coda Octopus Products, Inc. employs Blair Cunningham as its Chief Executive Officer and President of Technology. On January 24, 2025, Mr. Cunningham’s annual salary was increased to $270,000 from 225,000, effective February 1, 2025. Mr. Cunningham is entitled to 25 vacation days in addition to any public holiday. The Company also makes a contribution to certain benefits such as 401(k), dental and medical cover.

~~Under~~The ~~the~~agreement ~~terms~~may ofbe anterminated ~~employment~~only ~~contract~~upon ~~dated~~twelve-month ~~January~~prior 1,written ~~2013,~~notice ~~our~~without ~~wholly~~cause. ~~owned~~The ~~subsidiary~~Company ~~Coda~~may ~~Octopus~~terminate ~~Products,~~the ~~Inc.~~agreement ~~employs~~for ~~Blair Cunningham~~cause, asimmediately ~~its~~and ~~Chief~~without ~~Executive~~notice. ~~Officer~~Among ~~and~~others, ~~President~~“for ofcause” ~~Technology.~~includes Hegross ismisconduct, ~~being~~a ~~paid~~serious anor ~~annual~~repeated ~~base~~breach ~~salary~~ of ~~$200,000~~the agreement ~~with~~and ~~effect~~negligence ~~from~~and ~~January 1,~~incompetence ~~2020,~~as ~~subject~~reasonably todetermined ~~review~~ by the Company’s ~~Chief Executive Officer~~Board. ~~Since~~The ~~January~~agreement ~~2022,~~includes ~~Mr.~~an ~~Cunningham’s~~18-month ~~annual base salary~~non-compete ~~was~~and ~~revised~~non-solicitation ~~to $225,000 per annum~~provision. ~~Mr. Cunningham is entitled to 25 vacation days in addition to any public holiday.~~

~~The~~Gayle agreement may be terminated only upon twelve-month prior written notice without cause. The Company may terminate the agreement for cause, immediately and without notice. Among others, “for cause” includes gross misconduct, a serious or repeated breach of the agreement and negligence and incompetence as reasonably determined by the Company’s Board. The agreement includes an 18-month non-compete and non-solicitation provision.Jardine

~~John~~Under ~~Price~~the terms of an employment contract dated September 2015, our wholly owned subsidiary Coda Octopus Products, Limited. employs Gayle Jardine as its European Finance Director. She is being paid an annual base salary of £82,000 (equivalent of $104,875). Mrs. Jardine is entitled to 25 vacation days in addition to any public holiday.

~~Pursuant~~In toFebruary ~~the terms of an Employment Agreement effective November 27~~2024, ~~2023,~~Mrs. ~~John~~Jardine ~~Price~~ was appointed ~~the~~as Interim Chief Financial Officer of the ~~Company~~ ~~commencing from the effective date~~Company. ~~The~~As ~~Employment Agreement provides for~~ an ~~annual base salary of $250,000. As a further~~ inducement, ~~the Agreement provides~~ for aassuming ~~signing~~the onadditional duties ~~bonus~~as ofInterim ~~$20~~CFO,~~000~~ ~~which~~she is ~~subject~~paid toan aadditional ~~claw~~short-term ~~back~~incentive inpayment ~~the event that he leaves his position within 12 months~~ of ~~its~~£6,000 ~~commencement~~(approximately ~~date. He was also granted restricted stock units having a value of~~ $507,~~000~~674) ~~out~~for ofeach ~~the Company’s~~month ~~2017 Stock Incentive Plan~~ that she ~~vest~~acted in ~~three~~such ~~equal~~a ~~annual instalments commencing on the first anniversary of grant~~capacity.

~~Mr.~~The ~~Price~~total iscompensation ~~also~~package ~~entitled~~paid toby ~~certain~~the ~~bonus~~Company ~~against~~to aMrs. ~~Bonus~~Jardine ~~Plan~~is ~~with defined performance milestones agreed with the Company~~$196,963.

39The company may terminate the agreement by giving nine weeks prior written notice without cause.

~~The~~Code ~~agreement~~of ~~may be terminated by the Company at any time. Should the Company elect to terminate the employment agreement for whatever reason, the following severance payments apply:~~Ethics

No less than 6 months of the Commencement Date of the Employment Agreement		2 weeks Base Salary
No less than 12 Months of the Commencement Date of the Employment Agreement		1 Month Base Salary
No less than 18 Months of the Commencement Date of the Employment Agreement		6 weeks Base Salary
No less than 24 Months of the Commencement Date of the Employment Agreement		2 Months Base Salary
No less than 36 Months of the Commencement Date of the Employment Agreement		3 Months Base Salary
No less than 48 Months of the Commencement Date of the Employment Agreement		6 Months Base Salary
No less than 60 Months of the Commencement Date of the Employment Agreement		12 Months Base Salary
For every year after 60 Months		12 Months Base Salary

We have adopted a code of ethics for all our employees, including our chief executive officer, principal financial officer and principal accounting officer or controller, and/or persons performing similar functions, which is available on our website, under the link entitled “Code of Ethics”.

~~The~~Claw ~~agreement~~Back ~~includes an 18-month non-compete and non-solicitation provision.~~Policy

~~Kevin~~We ~~Kane~~have adopted a Claw Back Policy with effect from September 7, 2023. The Claw Back policy applies to Covered Executive of the Company and provide for the recovery of (i) Erroneously Awarded Compensation from Covered Executives, and (ii) Recoverable Amounts from Covered Executives. This Policy is designed to comply with Nasdaq Rule 5608 and with Section 10D and Rule 10D-1 of the Exchange Act.

Pursuant to the terms of an Employment Agreement dated May 7, 2021, as amended and modified, Kevin Kane was appointed the Chief Executive Officer of Colmek commencing July 6, 2021. The Employment Agreement provides for an annual base salary of $200,000. He will also be eligible for an annual performance bonus based on the Company’s financial performance. The agreement provides for a $12,000 bonus payment in the first year of his employment, subject to meeting the stipulated performance milestone. The agreement also provides for an annual bonus and their terms to be agreed with the Company annually. As a further inducement, he was granted 15,000 restricted stock units out of the Company’s 2017 Stock Incentive Plan that vest in three equal annual instalments commencing on the first anniversary of grant.44

~~The~~ITEM ~~agreement may be terminated by the Company at any time~~11. IfEXECUTIVE ~~the Company terminates the employment agreement for whatever reason, the following severance payments apply:~~COMPENSATION

	Year 1 of employment	One Month
	Year 2 of employment	Three Months
	Year 3 of employment	Six Months

The Summary Compensation Table shows certain compensation information for services rendered for the fiscal years ended October 31, 2024, and 2023, by our executive officers. The following information includes the dollar value of base salaries, bonus awards, stock options grants and certain other compensation, if any, whether paid or deferred.

The agreement includes a 12-month non-compete and non-solicitation provision.

Name and Principal Position	Year	Salary		Bonus		Restricted Stock Awards		Option Awards		* All Other Compensation		Total
		($)		($)		($)		($)		($)		($)
Annmarie Gayle	2024		305,000		100,000		-0-		-0-				405,000
Chief Executive Officer	2023		305,000		100,000						-0-		405,000

Gayle Jardine**	2024		82,600		71,622		-0-		-0-		17,426		171,648
Interim Chief Financial Officer	2023		95,204		23,801		20,275		-0-		32,922		172,202

Kevin Kane***	2024		67,582		-0-		-0-		-0-		23,918		91,500
Divisional Chief Executive Officer	2023		200,000		-0-		-0-		-0-		21,876		221,876

John Price	2024		52,198		-0-		-0-		-0-		26,737		78,935
Chief Financial Officer****

Blair Cunningham	2024		225,000		8,000		-0-		-0-		32,932		265,932
President of Technology	2023		225,000		30,000		-0-		-0-		21,854		276,854

~~Code~~*The amounts described in the category of ~~Ethics~~“All Other Compensation” comprise Health, Dental, Vision, Short Term Disability, Long Term Disability and Accidental Death and Dismemberment insurance premiums which the Company contributed to the officers’ identified plan.

We** ~~have~~Mrs. ~~adopted~~Gayle aJardine ~~code~~was ofappointed ~~ethics~~as ~~for~~Interim ~~all~~Chief ~~our~~Financial ~~employees,~~Officer ~~including~~of ~~our chief executive officer, principal financial officer and principal accounting officer or controller, and/or persons performing similar functions, which is available on our website, under~~ the ~~link~~Company ~~entitled “Code~~in ~~of Ethics”~~February 2024.

~~Claw Back~~*** ~~Policy~~Mr. Kevin Kane vacated his role in March 2024.

~~We have adopted a Claw Back Policy with effect from~~**** ~~September 7, 2023~~Mr. ~~The~~John ~~Claw~~Price ~~Back~~was ~~policy~~Chief ~~applies~~Financial toOfficer ~~Covered Executive of the Company and provide for the recovery of (i) Erroneously Awarded Compensation~~ from ~~Covered~~November ~~Executives~~27, ~~and~~2023 ~~(ii)~~until ~~Recoverable~~February ~~Amounts~~12, ~~from Covered Executives~~2024. ~~This Policy is designed to comply with Nasdaq Rule 5608 and with Section 10D and Rule 10D-1 of the Exchange Act.~~

40Grants of restricted stock awards as of October 31, 2024

ITEM 11. EXECUTIVE COMPENSATION

Name

Grant Date

All other restricted
awards; number of
securities underlying
restricted stock awards

Exercise
or base price of
restricted stock awards

Grant date fair value
of restricted stock awards

Gayle Jardine

5/3/2023

2,500

8.11

20,275

~~The~~Outstanding ~~Summary~~option ~~Compensation~~awards ~~Table~~as ~~shows~~of ~~certain compensation information for services rendered for the fiscal years ended~~ October 31, 2023, and 2022, by our executive officers. The following information includes the dollar value of base salaries, bonus awards, stock options grants and certain other compensation, if any, whether paid or deferred.2024

Name and Principal Position	Year		Salary				Bonus				Restricted Stock Awards			Option Awards		* All Other Compensation		Total
	Option Awards
			($)				($)				($)			($)		($)		($)
Name	Number of securities underlying unexercised options exercisable				Number of securities underlying unexercised options unexercisable				Exercise or base price of option swards				Option expiration date
Annmarie Gayle	2023			305,000				100,000				-0-			-0-		-0-		405,000
Gayle Jardine		3,334				-				4.62			3/23/2025
Chief Executive Officer	2022			305,000				100,000									-0-		405,000
G Jardine**	2023			95,204				23,801				20,275			-0-		32,922		172,202
Interim Chief Financial Officer	-			-				-				-			-		-		-
Kevin Kane	2023			200,000				-0-				-0-			-0-		21,876		221,876
Divisional Chief Executive Officer	2022			200,000				-0-				-0-			-0-		19,601		219,601
Blair Cunningham	2023			225,000				30,000				-0-			-0-		21,854		276,854
President of Technology	2022			225,000				6,000				-0-			-0-		22,541		253,541
Nathan Parker***	2023			146,551				-0-				(50,000	)		-0-		9,216		105,767
Chief Financial Officer	2022			79,615				20,000				50,000			-0-		2,532		152,147

*The amounts described in the category of “All Other Compensation” comprise Health, Dental, Vision, Short Term Disability, Long Term Disability and Accidental Death and Dismemberment insurance premiums which the Company contributed to the officers’ identified plan.45

**Option ~~Mrs.~~exercises ~~Gayle~~for ~~Jardine~~October ~~was appointed as Interim Chief Financial Officer of the Company in May 2023. She stepped down from this position on November 27~~31, ~~2023, and resumed her original position of European Director of Finance.~~2024

*** Mr. Nathan Parker vacated the role of Chief Financial Officer of the Company in May 2023.None

~~Grants~~DIRECTOR ~~of restricted stock awards as of October 31, 2023~~COMPENSATION

Name	Grant Date	All other restricted awards; number of securities underlying restricted stock awards			Exercise or base price of restricted stock awards		Grant date fair value of restricted stock awards
Gayle Jardine	5/3/2023		2,500			8.11		20,275
*Nathan Parker	5/3/2023		(9,506	)		5.26		(50,000	)

The following table sets forth the compensation paid to each of our directors (who are not also officers of the Company) for the fiscal year ended October 31, 2024, in connection with their services to the company. In accordance with the SEC’s rules, the table omits columns showing items that are not applicable. Except as set forth in the table, no other persons were paid any compensation for director services.

*Mr. Nathan Parker vacated the role of Chief Financial Officer of the Company in May 2023. This resulted in the forfeiture of 9,506 units of Restricted Stock Awards granted on June 1, 2022.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Total ($)
Michael Hamilton	$	50,000	$	15,000	$	65,000
Mr. Gwenael Rouy-Poirier	$	27,083	$	50,000	$	77,083
Dr. Angus McFadzean	$	16,700	$	40,000	$	56,700
G. Tyler Runnels	$	50,000	$		$	50,000
Robert Harcourt	$	50,000	$		$	50,000
Anthony Tata	$	50,000	$		$	50,000

~~Outstanding~~Stock ~~option~~Incentive ~~awards as of October 31, 2023~~Plans

Option Awards

Name

Number of securities underlying unexercised options exercisable

Number of securities underlying unexercised options unexercisable

Exercise or base price of option swards

Option expiration date

Gayle Jardine

3,334

4.62

3/23/2025

The Company has two active Stock Incentive Plans - 2017 Stock Incentive Plan and 2021 Stock Incentive Plan.

412017 Stock Incentive Plan

~~Option~~On ~~exercises~~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 ~~October~~equity 31participation in the Company, ~~2023~~and to reward those individuals who contribute to the Company’s achievement of its economic objectives. The Plan, which was adopted subject to stockholders’ approval, was approved by Stockholders at its meeting held on July 24, 2018.

	Option Awards
Name	Number of shares acquired on exercise		Value realized on exercise
Annmarie Gayle		32,291	$	290,619
Blair Cunningham		24,589	$	243,417

The maximum number of shares of Common Stock that will be available for issuance under the Plan is 913,612. The shares available for issuance under the Plan may, at the election of the Committee, be either treasury shares or shares authorized but unissued, and, if treasury shares are used, all references in the Plan to the issuance of shares will, for corporate law purposes, be deemed to mean the transfer of shares from treasury.

~~DIRECTOR~~The ~~COMPENSATION~~Plan is administered by the Compensation Committee of the Board of Directors which has the authority to determine all provisions of Incentive Awards as the Committee may deem necessary or desirable and as consistent with the terms of the Plan, including, without limitation, the following: (i) eligible recipients; (ii) the nature and extent of the Incentive Awards to be made to each Participant; (iii) the time or times when Incentive Awards will be granted; (iv) the duration of each Incentive Award; and (v) the restrictions and other conditions to which the payment or vesting of Incentive Awards may be subject.

~~The~~During ~~following~~the ~~table~~fiscal ~~sets~~year ~~forth~~ended ~~the~~October ~~compensation~~31, ~~paid~~2024, pursuant to ~~each~~the terms of ~~our~~the ~~directors~~2017 ~~(who~~Plan, ~~are~~the ~~not~~Company ~~also~~granted ~~officers~~21,208 ofrestricted ~~the~~stock ~~Company)~~awards for an ~~the~~aggregate ~~fiscal~~share ~~year ended~~of ~~October~~common 31stock of 21,208 ~~2023~~to various eligible individuals. During this period 15,000 inrestricted ~~connection~~stock ~~with~~awards ~~their~~were forfeited, ~~services~~and to2,394 ~~the~~units ~~company.~~were Inconverted ~~accordance~~into ~~with~~Treasury ~~the~~Stock ~~SEC’s~~and ~~rules~~a further 72,542 ~~the~~vested ~~table~~and ~~omits~~were ~~columns showing~~issued ~~items~~to ~~that~~the ~~are~~holders ~~not~~of ~~applicable~~these by the Company. ~~Except~~During asthe ~~set~~fiscal ~~forth~~year inended ~~the~~October ~~table~~31, 2024, no ~~other~~options ~~persons~~were exercised, awarded or forfeited. As a result, as of October 31, 2024, there were ~~paid~~366,486 ~~any~~shares ~~compensation~~available for ~~director~~future ~~services~~issuance under the 2017 Plan.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Total ($)
Michael Hamilton	$	45,000	$	15,000	$	60,000
*Captain J Charles Plumb	$	26,667		-	$	26,667
**Mary Losty	$	26,667		-	$	26,667
Tyler G Runnels	$	45,000			$	45,000
Robert Harcourt	$	16,667	$	50,000	$	66,667
Anthony Tata	$	16,667	$	50,000	$	66,667

The Company also issued 5,250 shares of common stock to an external consultant for services rendered in the reporting period.

*Captain2021 JStock ~~Charles~~Incentive ~~Plumb retired from the Board of Directors on June 26, 2023~~Plan

**MaryOn ~~Losty~~July ~~retired~~12, ~~from~~2021, the Board of Directors adopted the 2021 Stock Incentive Plan (the “2021 Plan”), which was approved by the Company’s stockholders at its meeting held on ~~June~~August 262, ~~2023~~2021. The 2021 Plan is identical to the 2017 Plan in all material respects, except that the number of shares available for issuance thereunder is 1,000,000.

~~Stock Incentive~~During ~~Plans~~2024 FY the Company issued a total of 77,792 shares of common stock.

~~The~~Section ~~Company~~16(a) ~~has~~Beneficial ~~two~~Ownership ~~active~~Reporting ~~Stock Incentive Plans - 2017 Stock Incentive Plan and 2021 Stock Incentive Plan.~~Compliance

~~2017~~Under ~~Stock~~the ~~Incentive~~Exchange ~~Plan~~Act, our directors, our executive officers, and any persons holding more than 10% of our common stock are required to report their ownership of the common stock and any changes in that ownership to the SEC. To our knowledge, based solely on our review of the copies of such reports received or written representations from certain reporting persons that no other reports were required, except as set forth below, we believe that during our fiscal year ended October 31, 2024, no reports relating to our securities required to be filed by current reporting persons were filed late.

OnWe ~~December~~will 6,continue ~~2017,~~monitoring ~~the~~Section ~~Board~~16 ofcompliance ~~Directors~~by ~~adopted~~each ~~the 2017 Stock Incentive Plan (the “2017 Plan”). The purpose~~ of ~~the Plan~~our isdirectors ~~to advance the interests of the Company~~ and ~~its~~executive ~~stockholders~~officers ~~by enabling the Company~~ and ~~its~~will ~~subsidiaries~~assist tothem ~~attract~~where ~~and retain~~possible ~~qualified individuals through opportunities for equity participation~~ in ~~the Company, and to reward those individuals who~~ ~~contribute~~their tofiling ~~the Company’s achievement of its economic objectives~~obligations. ~~The Plan, which was adopted subject to stockholders’ approval, was approved by Stockholders at its meeting held on July 24, 2018.~~

~~The~~ITEM ~~Plan~~12. isSECURITIES ~~administered~~OWNERSHIP byOF ~~the~~CERTAIN ~~Compensation~~BENEFICIAL ~~Committee~~OWNERS ofAND ~~the~~MANAGEMENT ~~Board~~AND ofRELATED ~~Directors~~STOCKHOLDER which has the authority to determine all provisions of Incentive Awards as the Committee may deem necessary or desirable and as consistent with the terms of the Plan, including, without limitation, the following: (i) eligible recipients; (ii) the nature and extent of the Incentive Awards to be made to each Participant; (iii) the time or times when Incentive Awards will be granted; (iv) the duration of each Incentive Award; and (v) the restrictions and other conditions to which the payment or vesting of Incentive Awards may be subject.MATTERS

~~During~~The ~~the~~following ~~fiscal~~table ~~year~~sets ~~ended~~forth ~~October~~information ~~31,~~as ~~2023,~~of ~~pursuant~~January to25, ~~the~~2025, ~~terms~~regarding of the ~~2017~~beneficial ~~Plan,~~ownership ~~the~~of ~~Company~~our ~~granted~~Common ~~100~~Stock,~~428~~ ~~restricted~~based ~~stock~~on ~~awards~~information ~~for~~provided anby ~~aggregate~~(i) ~~share~~each of ~~common~~our ~~stock~~executive ofofficers ~~100,428~~and todirectors; ~~various~~(ii) ~~eligible~~all ~~individuals.~~executive ~~During~~officers ~~this~~and ~~period~~directors ~~13,006~~as ~~restricted~~a ~~stock~~group; ~~awards were forfeited,~~ and ~~1,932~~(iii) ~~units~~each ~~were~~person who ~~converted~~is ~~into~~known ~~Treasury~~by ~~Stock~~us ~~and~~to abeneficially ~~further~~own ~~108,568~~more ~~vested~~than ~~and~~5% ~~were~~of ~~issued to~~ the ~~holders~~outstanding shares of ~~these~~ byour ~~the~~Common ~~Company~~Stock. ~~During~~The ~~the~~percentage ~~fiscal~~ownership ~~year~~in ~~ended~~this ~~October~~table is ~~31,~~based ~~2023,~~on ~~199~~11,~~496 Options were exercised~~218,804 ~~3,000~~shares ~~were~~issued ~~forfeited~~ and ~~no Options~~outstanding ~~were awarded during this period. As a result,~~ as of ~~October~~January 3125, ~~2023, there were 370,300 shares available for future issue under the 2017 Plan~~2025.

~~2021~~Unless otherwise indicated, we believe that all persons named in the following table have sole voting and investment power with respect to all shares of Common Stock ~~Incentive~~that ~~Plan~~they beneficially own.

On July 12, 2021, the Board of Directors adopted the 2021 Stock Incentive Plan (the “2021 Plan”), which was approved by the Company’s stockholders at its meeting held on August 2, 2021. The 2021 Plan is identical to the 2017 Plan in all material respects, except that the number of shares available for issuance thereunder is 1,000,000.

Name and Address of Beneficial Owner ⁽¹⁾	Amount and Nature of Beneficial Ownership of Common Stock		Percent of Common Stock
Michael Hamilton		5,533		*
Annmarie Gayle ⁽²⁾		2,367,952		21.1	%
Gayle Jardine ⁽³⁾		6,333		*
Blair Cunningham		38,211		*
Robert Harcourt		6,273		*
Anthony Tata		6,273		*
G. Tyler Runnels ⁽⁴⁾		875,685		7.8	%
Gwenael Rouy-Poirier ⁽⁵⁾		-0-		*
Angus McFadzean ⁽⁶⁾		17,411		*
*All Directors and Executive Officers as a Group* (Nine persons) ^{(2)(3)(4)(5)(6)}:		3,323,671		29.6	%

Niels Sondergaard Carit Etlars Vej 17A 8700 Horsens Denmark		2,241,581		20	%
J. Steven Emerson ⁽⁷⁾ 1522 Ensley Avenue Los Angeles, CA 90024		1,301,232		11.6	%
Bryan Ezralow ⁽⁸⁾ 23622 Calabasas Rd. Suite 200 Calabasas, CA 91302		1,073,120		9.6	%

~~Section 16(a~~*) Less ~~Beneficial~~than ~~Ownership Reporting Compliance~~1%.

~~Under~~ 1) Unless otherwise indicated, the ~~Exchange~~address ~~Act~~of all individuals and entities listed below is c/o Coda Octopus Group, ~~our~~Inc. ~~directors~~3300 S Hiawassee Rd, ~~our~~Suite ~~executive~~104-105, ~~officers~~Orlando, Florida, 32835. 2) Consists of 95,038 shares held by Ms. Gayle and ~~any~~2,241,581 ~~persons~~shares ~~holding~~beneficially ~~more~~owned ~~than~~by ~~10%~~Ms. ofGayle’s ~~our~~spouse, ~~common~~Niels ~~stock~~Sondergaard. ~~are~~Ms. ~~required~~Gayle todisclaims ~~report their~~any beneficial ownership in those shares. 3) Includes 3,333 shares issuable upon exercise of currently exercisable options. 4) Includes 609,331 shares held by the ~~common~~G. ~~stock~~Tyler Runnels and ~~any~~Jasmine ~~changes~~Niklas inRunnels TTEES of The Runnels Family Trust DTD 1-11-2000 of which Mr. Runnels is a trustee; 227,700 shares held by T.R. Winston; 24,368 shares held by TRW Capital Growth Fund, Ltd.; and 14,286 shares held by Pangaea Partners. The Company has been advised that ~~ownership~~Mr. Runnels has voting and dispositive power with respect to ~~the~~all ~~SEC~~of these shares. To5) ~~our~~Does ~~knowledge~~not include 7,898 ~~based~~shares ~~solely~~that will vest on ~~our~~April ~~review~~15, 2025. 6) Includes 16,666 shares of ~~the copies~~common stock issuable upon exercise of ~~such~~currently ~~reports~~exercisable ~~received~~options. orDoes ~~written~~not ~~representations~~include ~~from~~6,107 ~~certain~~shares ~~reporting~~of ~~persons~~common stock that novest ~~other~~on ~~reports~~May ~~were~~23, ~~required~~2025. 7) Includes the following: 217,081 ~~except as~~held ~~set~~by ~~forth~~J. ~~below~~Steven Emerson IRA R/O II; 350,000 weshares ~~believe~~held ~~that~~by ~~during~~J. ~~our~~Steven ~~fiscal~~Emerson ~~year~~Roth ~~ended~~IRA; ~~October~~49,328 31shares held by Brian Emerson IRA; 310,928 ~~2023~~shares held by Emerson Partners; 217,250 noshares ~~reports~~held ~~relating~~by to1993 ~~our~~Emerson ~~securities~~Family ~~required~~Trust; 8,286 shares held by the Alleghany Meadows IRA; 8,286 shares held by the Jill Meadows IRA; and 144,073 shares held by the Emerson family Foundation. The Company has been advised that Mr. Emerson has voting and dispositive power with respect to be ~~filed~~all of these shares. 8) Consists of 896,079 shares held by ~~current~~the ~~reporting~~Bryan ~~persons~~Ezralow ~~were~~1994 ~~filed~~Trust ~~late~~u/t/d 12/22/1994; and 177,041 shares held by EZ MM&B Holdings, LLC. According to filings made with the SEC, Mr. Ezralow has voting and dispositive power with respect to these shares.

~~We will continue monitoring Section 16 compliance by each of our directors and executive officers and will assist them where possible in their filing obligations.~~47

42ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~ITEM~~None ~~12.~~that ~~SECURITIES~~are ~~OWNERSHIP~~required OFto ~~CERTAIN~~be ~~BENEFICIAL~~reported ~~OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~herein.

~~The following table sets forth information as of January 16, 2023, regarding~~ITEM the beneficial ownership of our Common Stock, based on information provided by (i) each of our executive officers and directors; (ii) all executive officers and directors as a group; and (iii) each person who is known by us to beneficially own more than 5% of the outstanding shares of our Common Stock14. ~~The~~PRINCIPAL ~~percentage~~ACCOUNTANT ~~ownership~~FEES inAND ~~this table is based on 11,117,695 shares issued and outstanding as of January 12, 2024.~~SERVICES

~~Unless~~Audit ~~otherwise~~Fees. ~~indicated~~The aggregate fees billed by Frazier & Deeter, weLLC, ~~believe~~our ~~that~~principal ~~all~~accountants, ~~persons~~for ~~named~~professional inservices rendered for the ~~following~~audit and ~~table~~audit ~~have~~related ~~sole~~services ~~voting~~of ~~and~~the ~~investment~~Company’s ~~power~~annual ~~with~~financial ~~respect~~statements tofor ~~all shares~~the last two fiscal years and for the reviews of ~~Common~~the financial ~~Stock~~statements ~~that~~included ~~they~~in ~~beneficially~~the ~~own~~Company’s Quarterly reports on Form 10-Q during the last two fiscal years 2024 and 2023 were $361,125 and $381,987 respectively.

Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership of Common Stock		Percent of Common Stock
Michael Hamilton		3,025		*
Annmarie Gayle (2)		2,367,952		21.3	%
John Price (3)		-0-		*
Blair Cunningham		38,211		*
Kevin Kane (4)		6,947		*
Robert Harcourt (5)		-0-		*
Anthony Tata (5)		-0-		*
G. Tyler Runnels (6) 2049 Century Park East, Suite 320 Los Angeles, CA 90067		875,685		7.9	%
Niels Sondergaard Carit Etlars Vej 17A 8700 Horsens Denmark		2,241,581		20.2	%
J. Steven Emerson (7) 1522 Ensley Avenue Los Angeles, CA 90024		1,318,232		11.9	%
Bryan Ezralow (8) 23622 Calabasas Rd. Suite 200 Calabasas, CA 91302		1,073,120		9.6	%
Tocqueville Asset Management LP (9) 40 West 57th Street, 19th Floor New York, NY 10019		615,000		5.5	%
Touchstone Capital, Inc. 1001 McKnight Park Drive Pittsburgh PA. 15237		612,433		5.5	%
All Directors and Executive Officers as a Group (Eight persons) (2)(3)(4)(5)(6):		3,260,487		29.3	%

Tax Fees. The Company did not engage its principal accountants to render any tax services to the Company during the last two fiscal years.

*)All ~~Less~~Other Fees. The Company did not engage its principal accountants to render services to the Company during the last two fiscal years, other than 1%as reported above.

1)Prior to ~~Unless otherwise indicated,~~ the ~~address~~Company’s engagement of ~~all~~its ~~individuals~~independent ~~and~~auditor, ~~entities~~such ~~listed~~engagement ~~below~~ is ~~c/o~~approved ~~Coda Octopus Group, Inc. 3300 S Hiawassee Rd, Suite 104-105, Orlando, Florida, 32835. 2) Consists of 95,038 shares held~~ by ~~Ms.~~the ~~Gayle and 2,241,581 shares beneficially owned by Ms. Gayle~~Company’s ~~spouse,~~Audit ~~Niels Sondergaard~~Committee. ~~Ms.~~The services ~~Gayle~~provided ~~disclaims~~under ~~any~~this ~~beneficial~~engagement ~~ownership~~may ~~in those shares. 3) Does not~~ include ~~8,130~~audit ~~shares to be issued in three equal annual installments commencing February 27~~services, ~~2024.~~audit-related ~~4) Does not include 5~~services,~~000~~ ~~shares~~tax ~~issuable~~services ~~upon~~and ~~excise~~other ~~of restricted stock award units that will vest on July 6, 2024~~services. 5)Pre-approval is ~~Does~~generally ~~not~~provided ~~include~~for ~~6,273~~up ~~shares~~to ~~that~~one ~~will~~year ~~vest~~and inany ~~June~~pre-approval ~~2024.~~is 6)detailed ~~Includes~~as ~~609,331~~to ~~shares held by~~ the G.particular ~~Tyler~~service ~~Runnels~~or ~~and~~category ~~Jasmine Niklas Runnels TTEES~~ of ~~The~~services ~~Runnels~~and ~~Family~~is generally ~~Trust~~subject ~~DTD~~to ~~1-11-2000 of which Mr. Runnels is~~ a ~~trustee;~~specific ~~227,700 shares held by T~~budget.R. ~~Winston;~~Pursuant ~~24,368~~to ~~shares~~the ~~held~~Company’s byAudit ~~TRW~~Committee ~~Capital Growth Fund~~Charter, ~~Ltd.;~~the ~~and~~independent ~~14,286~~auditors ~~shares held by Pangaea Partners. The Company has been advised that Mr. Runnels has voting~~ and ~~dispositive~~management are ~~power~~required ~~with~~to ~~respect~~report to ~~all of these shares. 7) Includes~~ the ~~following:~~Company’s ~~217,081~~audit ~~held~~committee byat J.least ~~Steven~~quarterly ~~Emerson~~regarding ~~IRA~~the ~~R/O~~extent ~~II;~~of ~~350,000~~services ~~shares~~provided ~~held~~ by ~~J. Steven Emerson Roth IRA; 49,328 shares held by~~ the ~~Brian~~independent auditors ~~Emerson~~in ~~IRA;~~accordance ~~310,928~~with ~~shares~~this ~~held by Emerson Partners; 230~~pre-approval,~~250~~ ~~shares~~and ~~held by 1993 Emerson Family Trust; 8,286 shares held by~~ the ~~Alleghany~~fees ~~Meadows~~for ~~IRA; 8,286 shares held by~~ the ~~Jill~~services ~~Meadows~~performed ~~IRA;~~to ~~and 144,073 shares held by the Emerson family Foundation~~date. The ~~Company~~audit ~~has~~committee ~~been~~may ~~advised~~also ~~that~~pre-approve particular ~~Mr.~~services ~~Emerson~~on ~~has~~a ~~voting~~case-by-case ~~and dispositive power with respect to all of these shares~~basis. 8)All ~~Consists~~audit-related ~~of 896~~fees,~~079~~ ~~shares~~tax ~~held~~fees ~~by the Bryan Ezralow 1994 Trust u/t/d 12/22/1994;~~ and ~~177,041~~other ~~shares~~fees ~~held~~incurred by ~~EZ MM&B Holdings, LLC. According to filings made with~~ the ~~SEC, Mr. Ezralow has voting and dispositive power with respect to these shares. 9) Based on the~~ Company’s ~~review~~for of the ~~reporting~~year ~~person’s~~ended October ~~most~~31, ~~recently publicly filed Schedule 13G/A~~2024, ~~the~~were ~~shares~~approved ~~are beneficially owned~~ by ~~Tocqueville Asset Management LP and are directly owned by advisory clients of Tocqueville Asset Management LP. Tocqueville disclaims beneficial ownership in these, except to~~ the ~~extent~~Company’s ofAudit ~~its pecuniary interest therein~~Committee.

4348

ITEM 1315. ~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~EXHIBITS, ~~AND~~FINANCIAL ~~DIRECTOR~~STATEMENT ~~INDEPENDENCE~~SCHEDULES

None that are required to be reported herein.

Exhibit Number		Description
2.1		Plan and Agreement of Merger dated July 12, 2004 by and between Panda and Coda Octopus ⁽¹⁾
3.1		Restated Certificate of Incorporation ⁽²⁾
3.2		By-Laws ⁽¹⁾
10.30		Employment Contract dated January 1, 2013 between Coda Octopus Products, Inc. and Blair Cunningham ⁽³⁾
10.31		Employment Contract dated March 16, 2017 between the Company and Annmarie Gayle ⁽⁴⁾
10.32		2017 Stock Incentive Plan ⁽⁵⁾
10.33		Employment Agreement dated May 7, 2021 between Coda Octopus Colmek, Inc and Kevin Kane ⁽⁶⁾
10.34		2021 Stock Incentive Plan ⁽⁷⁾
10.35		Employment Agreement dated August 30, 2023, between the Company and John Price ⁽⁸⁾
10.36		Share Purchase Agreement dated October 29, 2024, between LG Motion and Others and Coda Octopus R&D Limited.
14		Code of Ethics ⁽⁹⁾
23.1		Consent of Frazier & Deeter, LLC (filed herewith)
31.1		Chief Executive Office and Interim Chief Financial Officer Certification
32		Certificate Pursuant to 18 U.S.C Section 1350

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)		Incorporated by reference to the Company’s Registration Statement on Form SB-2 (SEC File No.143144)
(2)		Incorporated by reference to the Company’s Registration Statement on Form 10.
(3)		Incorporated by reference to the Company’s Annual Report on Form 10-KSB for the year ended October 31, 2010
(4)		Incorporated by reference to the Company’s Registration Statement on Form 10/A filed March 29,2017
(5)		Incorporated by reference to the Company’s Annual Report on Form 10 for the year ended October 31, 2017
(6)		Incorporated by reference to the Company’s Form 10-K for the year ended October 31, 2021, filed February 14, 2022
(7)		Incorporated by reference to the Company’s Definitive Statement filed August 2, 2021
(8)		Incorporated by reference to the Company’s Current Report on Form 8-K filed September 5, 2023
(9)		Incorporated by reference to the Company’s Form 10-K for the year ended October 31, 2017, filed January 30, 2018

Audit Fees. The aggregate fees billed by Frazier & Deeter, LLC, our principal accountants, for professional services rendered for the audit and audit related services of the Company’s annual financial statements for the last two fiscal years and for the reviews of the financial statements included in the Company’s Quarterly reports on Form 10-Q during the last two fiscal years 2023 and 2022 were $381,987 and $390,100 respectively.49

~~Tax Fees. The Company did not engage its principal accountants to render any tax services to the Company during the last two fiscal years.~~SIGNATURES

~~All~~Pursuant ~~Other~~to ~~Fees.~~the ~~The~~requirements ~~Company~~of ~~did~~Section ~~not~~13 ~~engage~~or ~~its~~15(d) ~~principal~~of ~~accountants~~the toSecurities ~~render~~Exchange ~~services~~Act toof ~~the~~1934, ~~Company~~as ~~during~~amended, the ~~last~~Registrant ~~two~~has ~~fiscal~~duly ~~years,~~caused this report ~~other~~to ~~than~~be assigned ~~reported~~on ~~above~~its behalf by the undersigned thereunto duly authorized.

Prior to the Company’s engagement of its independent auditor, such engagement is approved by the Company’s Audit Committee. The services provided under this engagement may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Pursuant to the Company’s Audit Committee Charter, the independent auditors and management are required to report to the Company’s audit committee at least quarterly regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The audit committee may also pre-approve particular services on a case-by-case basis. All audit-related fees, tax fees and other fees incurred by the Company for the year ended October 31, 2023, were approved by the Company’s audit committee.

DATE: January 29, 2025	CODA OCTOPUS GROUP, INC.

	/s/ Annmarie Gayle
	Chief Executive Officer

44POWER OF ATTORNEY

~~ITEM~~Each ~~15.~~person ~~EXHIBITS~~whose signature appears below constitutes and appoints Annmarie Gayle, ~~FINANCIAL~~his ~~STATEMENT~~or ~~SCHEDULES~~her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

Exhibit Number		Description
2.1		Plan and Agreement of Merger dated July 12, 2004 by and between Panda and Coda Octopus (1)
3.1		Restated Certificate of Incorporation (2)
3.2		By-Laws (1)
10.30		Employment Contract dated January 1, 2013 between Coda Octopus Products, Inc. and Blair Cunningham (3)
10.31		Employment Contract dated March 16, 2017 between the Company and Annmarie Gayle (4)
10.32		2017 Stock Incentive Plan (5)
10.33		Employment Agreement dated May 7, 2021 between Coda Octopus Colmek, Inc and Kevin Kane (6)
10.34		2021 Stock Incentive Plan (7)
10.35		Employment Agreement dated August 30, 2023, between the Company and John Price (8)
14		Code of Ethics (9)
23.1		Consent of Frazier & Deeter, LLC (filed herewith)
31.1		Chief Executive Office and Chief Financial Officer Certification
32		Certificate Pursuant to 18 U.S.C Section 1350
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

(1)	Incorporated by reference to the Company’s Registration Statement on Form SB-2 (SEC File No.143144)
Signature	Title	Date
(2)	Incorporated by reference to the Company’s Registration Statement on Form 10.
/s/ Annmarie Gayle	Chief Executive Officer and Chairman	January 29, 2025
(3)	Incorporated by reference to the Company’s Annual Report on Form 10-KSB for the year ended October 31, 2010
Annmarie Gayle	(Principal Executive Officer)
(4)	Incorporated by reference to the Company’s Registration Statement on Form 10/A filed March 29,2017
/s/ Gayle Jardine	Interim Chief Financial Officer	January 29, 2025
(5)	Incorporated by reference to the Company’s Annual Report on Form 10 for the year ended October 31, 2017
Gayle Jardine	(Principal Financial and Accounting Officer)
(6)	Incorporated by reference to the Company’s Form 10-K for the year ended October 31, 2021, filed February 14, 2022
/s/ Michael Hamilton	Director	January 29, 2025
(7)	Incorporated by reference to the Company’s Definitive Statement filed August 2, 2021
Michael Hamilton
(8)	Incorporated by reference to the Company’s Current Report on Form 8-K filed September 5, 2023
/s/ Robert Harcourt	Director	January 29, 2025
(9)	Incorporated by reference to the Company’s Form 10-K for the year ended October 31, 2017, filed January 30, 2018
Robert Harcourt
/s/ Anthony Tata	Director	January 29, 2025
Anthony Tata
/s/ G. Tyler Runnels	Director	January 29, 2025
G. Tyler Runnels
/s/ Gwenael Rouy-Poirier	Director	January 29, 2025
Gwenael Rouy-Poirier
/s/ Angus McFadzean	Director	January 29, 2025
Dr. Angus McFadzean

4550

~~SIGNATURES~~CODA OCTOPUS GROUP, INC.

~~Pursuant~~INDEX toTO ~~the~~CONSOLIDATED ~~requirements~~FINANCIAL ~~of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~STATEMENTS

DATE: January 29, 2024	CODA OCTOPUS GROUP, INC.
	PAGE
	/s/ Annmarie Gayle
REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM (PCAOB ID: 215)	F-1
	Chief Executive Officer
CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 31, 2024 AND 2023	F-3
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE YEARS ENDED OCTOBER 31, 2024 AND 2023	F-5
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED OCTOBER 31, 2024 AND 2023	F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED OCTOBER 31, 2024 AND 2023	F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-8

~~POWER~~REPORT OF ~~ATTORNEY~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Each~~To person whose signature appears below constitutes and appoints Annmarie Gayle, his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the ~~same,~~Board ~~with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each~~ of ~~them,~~Directors ~~full power~~ and ~~authority~~Stockholders to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of ~~them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.~~

~~Pursuant~~Coda toOctopus ~~the requirements of the Securities Exchange Act of 1934~~Group, ~~this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated~~Inc.

Signature	Title	Date
/s/ Annmarie Gayle	Chief Executive Officer and Chairman	January 29, 2024
Annmarie Gayle	(Principal Executive Officer)
/s/ John Price	Chief Financial Officer	January 29, 2024
John Price	(Principal Financial and Accounting Officer)
/s/ Michael Hamilton	Director	January 29, 2024
Michael Hamilton
/s/ Robert Harcourt	Director	January 29, 2024
Robert Harcourt
/s/ Anthony Tata	Director	January 29, 2024
Anthony Tata
/s/ G. Tyler Runnels	Director	January 29, 2024

Opinion on the Consolidated Financial Statements

46We have audited the accompanying consolidated balance sheets of Coda Octopus Group, Inc. and subsidiaries (the “Company”) as of October 31, 2024 and 2023, and related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2024 and 2023, and the results of their operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

~~CODA~~Basis ~~OCTOPUS~~for ~~GROUP, INC.~~Opinion

~~INDEX~~These TOconsolidated ~~CONSOLIDATED~~financial ~~FINANCIAL~~statements ~~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.

	PAGE
REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM (PCAOB ID: 215)	F-1
CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 31, 2023 AND 2022	F-2
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE YEARS ENDED OCTOBER 31, 2023 AND 2022	F-4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED OCTOBER 31, 2023 AND 2022	F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED OCTOBER 31, 2023 AND 2022	F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-7

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.

~~REPORT~~Our OFaudits ~~INDEPENDENT~~included ~~REGISTERED~~performing ~~PUBLIC~~procedures ~~ACCOUNTING~~to ~~FIRM~~assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included 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.

~~To the Board of Directors and Stockholders of~~F-1

~~Coda~~Critical ~~Octopus~~Audit ~~Group, Inc.~~Matters

~~Opinion~~The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

WeValuation ~~have audited the accompanying consolidated balance sheets~~ of ~~Coda~~Intangible Octopus Group, Inc. and subsidiaries (the “Company”) as of October 31, 2023 and 2022, and related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for the years ended October 31, 2023 and 2022, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2023 and 2022, and the results of their operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.Asset

~~Basis~~As described in Note 7 to the consolidated financial statements, the Company acquired Precision Acoustics Limited (“PAL”), for a ~~Opinion~~net purchase price of approximately $6.5 million. As part of its purchase price allocation, the Company determined approximately $2.9 million should be allocated to an acquired technology intangible asset.

~~These~~We ~~consolidated~~identified ~~financial~~the ~~statements~~Company’s ~~are~~valuation of the ~~responsibility~~intangible asset as a critical audit matter because of the ~~Company’s~~significant estimates and assumptions management. ~~Our~~used ~~responsibility~~in isthe toestimate ~~express~~of anthe ~~opinion~~preliminary acquisition date fair value, including forecasts of future revenues onand expenses and the ~~Company’s~~selection ~~consolidated~~of ~~financial~~the ~~statements~~discount ~~based~~rates. onAuditing ~~our~~management’s ~~audits.~~valuation Wemethodologies ~~are~~and aforecasts ~~public~~of ~~accounting~~future ~~firm~~revenues and ~~registered~~expenses ~~with~~as well as the ~~Public Company~~selection ~~Accounting~~of ~~Oversight~~the ~~Board~~discount ~~(United~~rates ~~States)~~involved ~~(“PCAOB”)~~a ~~and~~high ~~are~~degree ~~required~~of toauditor bejudgment ~~independent~~and ~~with~~increased ~~respect~~audit toeffort, including the ~~Company in~~use ~~accordance~~of ~~with~~our ~~the~~valuation ~~U.S.~~specialists, ~~federal~~as ~~securities~~changes ~~laws~~in ~~and~~these ~~the~~assumptions ~~applicable~~could ~~rules~~have ~~and~~a ~~regulations~~significant ofimpact on the ~~Securities~~preliminary ~~and~~acquisition date ~~Exchange~~fair ~~Commission and~~value of the intangible ~~PCAOB~~asset.

WeOur ~~conducted~~audit ~~our~~procedures ~~audits~~related ~~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’s isestimate ~~not required to have, nor were we engaged to perform, an audit~~ of ~~its~~the ~~internal~~preliminary ~~control~~acquisition ~~over~~date ~~financial~~fair ~~reporting.~~value ~~As part~~ of ~~our audits we are required to obtain an understanding of internal control over financial reporting but not for~~ the ~~purpose~~intangible ofasset ~~expressing~~included ~~an opinion on~~ the ~~effectiveness of the Company’s internal control over financial reporting. Accordingly~~following, weamong ~~express no such opinion.~~others:

~~Our audits~~● ~~included~~We ~~performing~~read ~~procedures~~the purchase agreements and full closing document binder to ~~assess~~understand and evaluate the ~~risks~~terms of ~~material~~the ~~misstatement~~transaction to determine that the acquisition met the requirements of a business combination. ● We evaluated the ~~financial~~analysis ~~statements,~~of ~~whether~~the ~~due~~initial toallocation ~~error or~~of ~~fraud,~~the ~~and~~purchase ~~performing~~price ~~procedures~~accounting ~~that~~as ~~respond~~well toas ~~those~~the ~~risks~~determination of the balance sheet classification of the intangible asset. ~~Such~~● ~~procedures~~We ~~included~~obtained ~~examining,~~the onCompany’s avaluation ~~test~~expert ~~basis,~~report ~~evidence~~to ~~regarding~~ gain an understanding of the ~~amounts~~processes and ~~disclosures~~key inassumptions for estimating the ~~consolidated~~fair ~~financial~~value ~~statements~~of intangible asset. ~~Our~~● ~~audits~~We ~~also~~utilized ~~included~~our ~~evaluating~~valuation specialists to evaluate the ~~accounting~~adequacy ~~principles~~and ~~used~~ appropriateness of the methodologies and ~~significant~~assumptions, ~~estimates~~including ~~made~~the weighted-average cost of capital and the discount rate, used by the Company’s third-party valuation expert in developing the estimated fair value of the intangible asset. ● We assessed the reasonableness of management’s cash flow forecasts based on historical results, asrevenue ~~well~~growth asassumptions ~~evaluating~~and expected inflation. ● We performed independent calculations to test the ~~overall~~reasonableness ~~presentation~~and mathematical accuracy of the ~~consolidated~~fair ~~financial~~value ~~statements~~concluded on by the Company. ● We ~~believe~~evaluated ~~that~~the ~~our~~qualifications ~~audits~~of ~~provide~~the aCompany’s ~~reasonable~~valuation ~~basis~~expert ~~for~~based ~~our~~on ~~opinion~~credentials, reputation and experience. ● We assessed the appropriateness of the disclosures in the consolidated financial statements.

~~Critical~~/s/ ~~Audit~~Frazier ~~Matters~~& Deeter, LLC

~~Critical~~We ~~audit~~have ~~matters~~served ~~are~~as ~~matters arising from~~ the ~~current~~Company’s ~~period~~auditor ~~audit~~since of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments2014. ~~We determined that there are no critical audit matters.~~

~~We have served as the Company’s auditor since 2014. Frazier & Deeter~~ Atlanta, Georgia ~~January 29, 2024~~

~~F-1~~January 29, 2025

~~CODA OCTOPUS GROUP, INC.~~F-2

~~Consolidated~~CODA ~~Balance~~OCTOPUS ~~Sheets~~GROUP, INC.

~~October~~Consolidated ~~31,~~Balance ~~2023 and 2022~~Sheets

	2023		2022
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents	$	24,448,841	$	22,927,371
Accounts Receivable		2,643,461		2,870,600
Inventory		11,685,525		10,027,111
Unbilled Receivables		894,251		602,115
Prepaid Expenses		181,383		240,464
Other Current Assets		1,034,626		343,061
Total Current Assets		40,888,087		37,010,722
FIXED ASSETS
Property and Equipment, net		6,873,320		5,832,532
OTHER ASSETS
Goodwill		3,382,108		3,382,108
Intangible Assets, net		486,615		442,286
Deferred Tax Asset		211,386		259,810
Total Other Assets		4,080,109		4,084,204
Total Assets	$	51,841,516	$	46,927,458

October 31, 2024 and 2023

F-2

	2024		2023
ASSETS
CURRENT ASSETS

Cash and Cash Equivalents	$	22,479,072	$	24,448,841
Accounts Receivable		3,493,463		2,643,461
Inventory		13,975,529		11,685,525
Unbilled Receivables		1,657,827		894,251
Prepaid Expenses		537,289		181,383
Other Current Assets		838,835		1,034,626

Total Current Assets		42,982,015		40,888,087

FIXED ASSETS
Property and Equipment, net		6,822,990		6,873,320
Right of Use Assets		413,171		-

Total Fixed Assets		7,236,161		6,873,320

OTHER ASSETS
Goodwill		3,639,334		3,382,108
Intangible Assets, net		3,687,034		486,615
Deferred Tax Asset		-		211,386

Total Other Assets		7,326,368		4,080,109

Total Assets	$	57,544,544	$	51,841,516

~~CODA OCTOPUS GROUP, INC.~~F-3

~~Consolidated~~CODA ~~Balance~~OCTOPUS ~~Sheets~~GROUP, ~~(Continued)~~INC.

~~October~~Consolidated ~~31,~~Balance ~~2023~~Sheets ~~and 2022~~(Continued)

	2023			2022
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts Payable	$	1,308,201		$	793,247
Accrued Expenses and Other Current Liabilities		995,630			1,731,706
Deferred Revenue		975,537			943,569
Total Current Liabilities		3,279,368			3,468,522
LONG TERM LIABILITIES
Deferred Revenue, less current portion		133,382			76,127
Total Liabilities		3,412,750			3,544,649
Commitments and contingencies		-			-
STOCKHOLDERS’ EQUITY
Common Stock, $.001 par value; 150,000,000 shares authorized, 11,117,695 issued and outstanding as of October 31, 2023 and 10,916,853 shares issued and outstanding as of October 31, 2022		11,118			10,918
Preferred Stock, $.001 par value; 5,000,000 shares authorized, zero issued and outstanding as of October 31, 2023 and 2022		-			-
Treasury Stock		(46,300	)		(28,337	)
Additional Paid-in Capital		62,958,984			62,313,988
Accumulated Other Comprehensive Loss		(3,442,549	)		(4,737,124	)
Accumulated Deficit		(11,052,487	)		(14,176,636	)
Total Stockholders’ Equity		48,428,766			43,382,809
Total Liabilities and Stockholders’ Equity	$	51,841,516		$	46,927,458

October 31, 2024 and 2023

F-3

	2024			2023
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES

Accounts Payable	$	1,034,488		$	1,308,201
Current portion of operating lease liabilities		32,298			-
Accrued Expenses and Other Current Liabilities		1,604,596			995,630
Deferred Revenue		1,225,634			975,537

Total Current Liabilities		3,897,016			3,279,368

LONG TERM LIABILITIES
Deferred Tax Liability, net		82,011			-
Non-current operating lease liabilities		380,873			-
Deferred Revenue, less current portion		56,121			133,382

Total Long Term Liabilities		519,005			133,382

Total Liabilities		4,416,021			3,412,750

Commitments and contingencies		-			-

STOCKHOLDERS’ EQUITY

Common Stock, $.001 par value; 150,000,000 shares authorized, 11,195,487 issued and outstanding as of October 31, 2024 and 11,117,695 shares issued and outstanding as of October 31, 2023		11,195			11,118
Preferred Stock $.001 par value; 5,000,000 shares authorized, zero issued and outstanding as of October 31, 2024 and 2023		-			-
Treasury Stock		(61,933	)		(46,300	)
Additional Paid-in Capital		63,096,583			62,958,984
Accumulated Other Comprehensive Loss		(2,510,831	)		(3,442,549	)
Accumulated Deficit		(7,406,491	)		(11,052,487	)

Total Stockholders’ Equity		53,128,523			48,428,766

Total Liabilities and Stockholders’ Equity	$	57,544,544		$	51,841,516

~~CODA OCTOPUS GROUP, INC.~~F-4

~~Consolidated~~CODA ~~Statements~~OCTOPUS ofGROUP, ~~Income and Comprehensive Income~~INC.

	2023			2022
	Year Ended October 31,
	2023			2022
Net Revenues	$	19,352,088		$	22,225,803
Cost of Revenues		6,321,033			7,035,115
Gross Profit		13,031,055			15,190,688
OPERATING EXPENSES
Research & Development		2,096,467			2,237,920
Selling, General & Administrative		8,195,036			7,948,704
Total Operating Expenses		10,291,503			10,186,624
INCOME FROM OPERATIONS		2,739,552			5,004,064
OTHER INCOME (EXPENSE)
Other Income		39,146			137,975
Interest Income		642,530			-
Interest Expense		-			(9,704	)
Total Other Income, net		681,676			128,271
INCOME BEFORE INCOME TAX EXPENSE		3,421,228			5,132,335
INCOME TAX (EXPENSE) BENEFIT
Current Tax Expense		(248,655	)		(1,005,140	)
Deferred Tax (Expense) Benefit		(48,424	)		174,026
Total Income Tax Expense		(297,079	)		(831,114	)
NET INCOME	$	3,124,149		$	4,301,221
NET INCOME PER SHARE:
Basic	$	0.28		$	0.40
Diluted	$	0.28		$	0.38
WEIGHTED AVERAGE SHARES:
Basic		11,131,469			10,863,674
Diluted		11,323,568			11,281,347
NET INCOME	$	3,124,149		$	4,301,221
Foreign Currency Translation Adjustment		1,294,575			(3,070,065	)
Total Other Comprehensive Income (Loss)	$	1,294,575		$	(3,070,065	)
COMPREHENSIVE INCOME	$	4,418,724		$	1,231,156

Consolidated Statements of Income and Comprehensive Income

F-4


	Year Ended October 31,
	2024		2023

Net Revenues	$	20,316,161	$	19,352,088
Cost of Revenues		6,143,056		6,321,033

Gross Profit		14,173,105		13,031,055

OPERATING EXPENSES
Research & Development		2,242,429		2,096,467
Selling, General & Administrative		8,346,545		8,195,036

Total Operating Expenses		10,588,974		10,291,503

INCOME FROM OPERATIONS		3,584,131		2,739,552

OTHER INCOME
Other Income		88,382		39,146

Filing Compare · Coda Octopus Group, Inc.