v3.26.3
BUSINESS COMBINATIONS
 12 Months Ended
Apr. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS

Note 14: BUSINESS COMBINATIONS

 

Acquisition of Aberfeldy Holdings Limited

 

On January 30, 2026, the Company completed the acquisition of 100% of the outstanding shares of Aberfeldy Holdings Limited, the holding company that owns Rafael AI, a Malaysia-based provider of data-to-AI end-to-end solutions., for a consideration of $140.0 million.

 

The following table summarizes the provisional purchase price allocation and fair value of the assets and liabilities acquired in this business acquisition:

 

  

PPA  Amount 
Book net assets / pre-acquisition equity  $6,520,762 
Development costs   

54,792,136

 
Customer relationships   

41,990,714

 
Less: Deferred tax liabilities   (21,624,181)
Net identifiable assets   81,679,431 
Goodwill   58,320,569 
Purchase consideration  $140,000,000 

 

Included within the intangible assets was a provisional amount of $96.8 million of separately identifiable intangible assets, net comprising development costs and customer relationships, with the additional effect of a deferred tax liability of $21.6 million arising from book and tax basis differences generated upon the acquisition.

 

 

The provisional fair value of development costs identified amounted to $54.8 million and was estimated using the Multi-Period Excess Earnings Method. Significant assumptions included: (i) expectations for the profitability and future after-tax cash flows arising from the acquired business; (ii) an annual obsolescence factor of 14.3% per annum; (iii) an overall discount rate of 16.0% for the acquired business; and (iv) a risk premium of 0.5% of the development costs. Development costs are amortized over their expected useful economic life of five years.

 

The fair value of customer relationships identified was a provisional amount of $42.0 million and was estimated using the Multi-Period Excess Earnings Method. Significant assumptions included: (i) expectations for the profitability and future after-tax cash flows arising from the follow-on revenue from customer relationships that existed on the acquisition date over their estimated lives; (ii) an overall discount rate of 16.0% for the acquired business; and (iii) a risk premium of 0.5% of the customer relationships. Customer relationships are being amortized over their expected useful economic life of five years.

 

As of the date these consolidated financial statements are issued, the purchase accounting related to the acquisition is incomplete because the evaluation necessary to assess the fair values of certain intangible assets acquired is still in process. As such, the above balances may be adjusted in a future period as the valuation is finalized, and these adjustments may be material to the consolidated financial statements. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

 

The goodwill recognized is primarily attributable to expected synergies from combining the operations of the Company and the acquired business, anticipated future growth opportunities, the assembled workforce, and other benefits that do not qualify for separate recognition as identifiable assets.

 

Goodwill is not amortized and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of the applicable reporting unit is less than its carrying amount.