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ACQUISITIONS

12 Months Ended

Sep. 30, 2025

26.ACQUISITIONS

Energy Services accounts for business combinations under the acquisition method in accordance with ASC Topic 805 “Business Combinations”. Accordingly, for the transaction, the purchase price is allocated to the fair value of the assets acquired and liabilities assumed as of the date of the acquisition. In conjunction with ASC 805, upon receipt of final fair value estimates during the measurement period, which must be within one year of the acquisition date, Energy Services records any adjustments to the preliminary fair value estimates in the reporting period in which the adjustments are determined.

On July 11, 2024, the Company’s Nitro subsidiary completed the acquisition of substantially all the physical assets of Heritage Painting, LLC (“Heritage Painting”), a West Virginia corporation located in Poca, West Virginia for $300,000 cash. The operations of Heritage has been absorbed into Nitro’s operations and is insignificant to the Company’s consolidated financial statements. ASC 805-10-50-2 requires public companies that present comparative financial statements to present pro forma financial statements as though the business combination that occurred during the current fiscal year had occurred as of the beginning of the comparable prior annual reporting period. As allowed under ASC 805-10-50-2, the Company finds this information impracticable to provide for the periods presented due to the lack of availability of meaningful financial statements of the acquired companies that comply with U.S. GAAP.

The Heritage Painting acquisition purchase price is allocated in the table below:


Considerations
Cash	$	300,000
Assets acquired
Property and equipment		178,900
Intangible assets		121,100
Total assets acquired		300,000
Goodwill recognized	$	—

On December 2, 2024, the Company completed the acquisition of substantially all the physical assets of Tribute Contracting & Consultants, LLC (“Tribute LLC”), an Ohio corporation located in South Point, Ohio for $21.2 million cash and $2.0 million in the Company’s common stock. ASC 805-10-50-2 requires public companies that present comparative financial statements to present pro forma financial statements as though the business combination that occurred during the current fiscal year had occurred as of the beginning of the comparable prior annual reporting period. As allowed under ASC 805-10-50-2, the Company finds this information impracticable to provide for the periods presented due to the lack of availability of meaningful financial statements of the acquired companies that comply with U.S. GAAP.

The Tribute LLC acquisition purchase price is allocated in the table below:


Considerations
Cash	$	21,158,981
Commom stock issued		2,000,000
Total consideration		23,158,981
Assets acquired
Property and equipment		15,034,900
Accounts Receivable and Retainages acquired from seller		8,360,373
Contract assets acquired from seller		1,715,984
Receivable for cash due to buyer		1,708,846
Intangible assets		1,930,000
Total assets acquired		28,750,103
Liabilities assumed
Accounts payable assumed		(3,476,871)
Long-term debt assumed		(3,789,962)
Contract liabilities assumed		(681,013)
Total liabilities assumed		(7,947,846)
Net assets acquired		20,802,257
Goodwill recognized	$	2,356,724

On September 30, 2025, the Company completed the acquisition of substantially all the physical assets of Rigney Digital Systems Ltd. (“Rigney Digital”), a West Virginia corporation located in Hurricane, West Virginia for $3.0 million cash, $1.0 million in the Company’s common stock, and a five-year $500,000 sellers’ note. ASC 805-10-50-2 requires public companies that present comparative financial statements to present pro forma financial statements as though the business combination that occurred during the current fiscal year had occurred as of the beginning of the comparable prior annual reporting period. As allowed under ASC 805-10-50-2, the Company finds this information impracticable to provide for the periods presented due to the lack of availability of meaningful financial statements of the acquired companies that comply with U.S. GAAP.

The Rigney Digital acquisition purchase price is allocated in the table below:


Considerations
Cash	$	3,000,000
Commom stock issued		1,000,000
Sellers’ note		500,000
Total consideration		4,500,000
Assets acquired
Property and equipment		130,865
Accounts Receivable acquired from seller		84,194
Intangible assets		964,000
Total assets acquired		1,179,059
Liabilities assumed
Long-term debt assumed		(100,585)
Total liabilities assumed		(100,585)
Net assets acquired		1,078,474
Goodwill recognized	$	3,421,526