CEMTREX INC 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from ___________to ____________ Commission File Number 001-37464 CEMTREX, INC. (Exact name of registrant as specified in its charter) Delaware 30-0399914 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 135 Fell Ct . Hauppauge , NY 11788 (Address of principal executive offices) (Zip Code) 631 - 756-9116 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol Name of each exchange on which registered Common Stock CETX Nasdaq Capital Market 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 Data 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, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of May 10, 2024, the issuer had 10,652,287 shares of common stock issued and outstanding. Table of Contents CEMTREX, INC. AND SUBSIDIARIES INDEX Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and September 30, 2023 3 Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2024 and 2023 (Unaudited) 4 Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended March 31, 2024 and 2023 (Unaudited) 5 Condensed Consolidated Statement of Stockholders’ Equity for the three and six months ended March 31, 2024 (Unaudited) 6 Condensed Consolidated Statement of Stockholders’ Equity for the three and six months ended March 31, 2023 (Unaudited) 7 Condensed Consolidated Statements of Cash Flow for the six months ended March 31, 2024 and 2023 (Unaudited) 8 Notes to Unaudited Condensed Consolidated Financial Statements 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 Item 4. Controls and Procedures 32 PART II. OTHER INFORMATION Item 1. Legal Proceedings 33 Item 1A Risk Factors 33 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 33 Item 3. Defaults Upon Senior Securities 33 Item 4. Mine Safety Disclosures 33 Item 5. Other Information 33 Item 6. Exhibits 34 SIGNATURES 35 2 Part I. Financial Information Item 1. Financial Statements Cemtrex, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) March 31, September 30, 2024 2023 Assets Current assets Cash and cash equivalents $ 2,916,120 $ 5,329,910 Restricted cash 1,172,416 1,019,652 Short-term investments 13,853 13,663 Trade receivables, net 11,535,880 9,209,695 Trade receivables, net - related party 1,479,703 1,143,342 Inventory, net 7,397,747 8,739,219 Contract assets, net 1,979,679 1,739,201 Prepaid expenses and other current assets 1,910,415 2,098,359 Total current assets 28,405,813 29,293,041 Property and equipment, net 8,902,051 9,218,701 Right-of-use operating lease assets 2,193,011 2,287,623 Royalties receivable, net - related party 440,049 674,893 Note receivable, net - related party 761,585 761,585 Goodwill 4,381,891 4,381,891 Other 2,161,862 1,836,009 Total Assets $ 47,246,262 $ 48,453,743 Liabilities & Stockholders’ Equity Current liabilities Accounts payable $ 5,741,091 $ 6,196,406 Accounts payable - related party 9,214 68,509 Sales tax payable 37,487 35,829 Revolving line of credit 4,019,234 - Current maturities of long-term liabilities 914,170 14,507,711 Operating lease liabilities - short-term 792,141 741,487 Deposits from customers 207,708 57,434 Accrued expenses 2,676,079 2,784,390 Contract liabilities 1,899,409 980,319 Deferred revenue 1,404,608 1,583,406 Accrued income taxes 404,288 388,627 Total current liabilities 18,105,429 27,344,118 Long-term liabilities Long-term debt 21,553,920 9,929,348 Long-term operating lease liabilities 1,462,545 1,607,202 Other long-term liabilities 317,093 501,354 Deferred Revenue - long-term 654,617 727,928 Total long-term liabilities 23,988,175 12,765,832 Total liabilities 42,093,604 40,109,950 Commitments and contingencies - - Stockholders’ equity Preferred stock , $ 0.001 par value, 10,000,000 shares authorized, Series 1, 3,000,000 shares authorized, 2,408,053 shares issued and 2,272,002 shares outstanding as of March 31, 2024 and 2,293,016 shares issued and 2,228,916 shares outstanding as of September 30, 2023 (liquidation value of $ 10 per share) 2,408 2,293 Series C, 100,000 shares authorized, 50,000 shares issued and outstanding at March 31, 2024 and September 30, 2023 50 50 Preferred stock, value Common stock, $ 0.001 par value, 50,000,000 shares authorized, 1,055,636 shares issued and outstanding at March 31, 2024 and 1,045,783 shares issued and outstanding at September 30, 2023 1,056 1,046 Additional paid-in capital 68,936,696 68,881,705 Accumulated deficit ( 66,806,600 ) ( 64,125,895 ) Treasury stock, 136,051 shares of Series 1 Preferred Stock at March 31, 2024 and 64,100 shares of Series 1 Preferred Stock at September 30, 2023 ( 217,996 ) ( 148,291 ) Accumulated other comprehensive income 2,773,784 3,076,706 Total Cemtrex stockholders’ equity 4,689,398 7,687,614 Non-controlling interest 463,260 656,179 Total liabilities and stockholders’ equity $ 47,246,262 $ 48,453,743 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 3 Cemtrex, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 For the three months ended For the six months ended March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 Revenues $ 17,159,595 $ 16,073,397 $ 34,037,761 $ 28,043,639 Cost of revenues 10,220,179 8,734,916 20,015,946 15,662,543 Gross profit 6,939,416 7,338,481 14,021,815 12,381,096 Operating expenses General and administrative 7,020,157 5,318,267 13,992,123 10,482,605 Research and development 951,400 1,615,341 1,800,205 3,445,054 Total operating expenses 7,971,557 6,933,608 15,792,328 13,927,659 Operating (loss)/income ( 1,032,141 ) 404,873 ( 1,770,513 ) ( 1,546,563 ) Other (expense)/income Other income/(expense), net 144,765 376,504 223,176 359,421 Interest expense ( 592,804 ) ( 1,335,138 ) ( 1,176,487 ) ( 2,463,372 ) Total other (expense)/income, net ( 448,039 ) ( 958,634 ) ( 953,311 ) ( 2,103,951 ) Net loss before income taxes ( 1,480,180 ) ( 553,761 ) ( 2,723,824 ) ( 3,650,514 ) Income tax expense ( 100,004 ) - ( 170,755 ) - Loss from Continuing operations ( 1,580,184 ) ( 553,761 ) ( 2,894,579 ) ( 3,650,514 ) Income/(loss) from discontinued operations, net of tax 10,463 14,232 20,955 ( 3,225,389 ) Net loss ( 1,569,721 ) ( 539,529 ) ( 2,873,624 ) ( 6,875,903 ) Less (loss)/income in noncontrolling interest ( 96,510 ) 55,265 ( 192,919 ) ( 3,898 ) Net loss attributable to Cemtrex, Inc. stockholders $ ( 1,473,211 ) $ ( 594,794 ) $ ( 2,680,705 ) $ ( 6,872,005 ) (Loss)/income per share - Basic & Diluted Continuing Operations $ ( 1.46 ) $ ( 0.82 ) $ ( 2.62 ) $ ( 4.70 ) Discontinued Operations $ 0.01 $ 0.02 $ 0.02 $ ( 4.09 ) Weighted Average Number of Shares-Basic & Diluted 1,055,636 815,498 1,051,630 788,265 4 Condensed Consolidated Statements of Comprehensive Loss (Unaudited) March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 For the three months ended For the six months ended March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 Other comprehensive loss Net loss $ ( 1,569,721 ) $ ( 539,529 ) $ ( 2,873,624 ) $ ( 6,875,903 ) Foreign currency translation loss ( 530,686 ) ( 317,218 ) ( 302,922 ) ( 93,649 ) Comprehensive loss ( 2,100,407 ) ( 856,747 ) ( 3,176,546 ) ( 6,969,552 ) Less comprehensive income/(loss) attributable to noncontrolling interest 96,510 ( 55,265 ) 192,919 3,898 Comprehensive loss attributable to Cemtrex, Inc. stockholders $ ( 2,196,917 ) $ ( 801,482 ) $ ( 3,369,465 ) $ ( 6,973,450 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Cemtrex, Inc. and Subsidiaries Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) Shares Amount Shares Amount Shares Amount Capital Deficit Series 1 Preferred Stock Income Equity interest Preferred Stock Series 1 Preferred Stock Series C Common Stock Par Par Value $0.001 Par Value $0.001 Value $0.001 Treasury Accumulated Number Number Number Additional Stock, other Cemtrex Non- of of of Paid-in Accumulated 136,051 shares of Comprehensive Stockholders’ controlling Shares Amount Shares Amount Shares Amount Capital Deficit Series 1 Preferred Stock Income Equity interest Balance at September 30, 2023 2,293,016 $ 2,293 50,000 $ 50 1,045,783 $ 1,046 $ 68,881,705 $ ( 64,125,895 ) $ ( 148,291 ) $ 3,076,706 $ 7,687,614 $ 656,179 Foreign currency translation gain - - - - - 227,764 227,764 - Share-based compensation 7,558 - 7,558 Dividends paid in Series 1 preferred shares 115,037 115 - - ( 115 ) - - - - Loss attributable to noncontrolling interest - - - - ( 96,409 ) Shares issued to pay for services - 9,853 10 39,990 40,000 Net loss - - - ( 1,207,494 ) ( 1,207,494 ) Balance at December 31, 2023 2,408,053 $ 2,408 50,000 $ 50 1,055,636 $ 1,056 $ 68,929,138 $ ( 65,333,389 ) $ ( 148,291 ) $ 3,304,470 $ 6,755,442 $ 559,770 Foreign currency translation loss - - - - - $ ( 530,686 ) ( 530,686 ) - Share-based compensation $ 7,558 7,558 Purchase of treasury stock - - - $ ( 69,705 ) ( 69,705 ) Loss attributable to noncontrolling interest - - - - - - $ ( 96,510 ) Shares issued to pay for services - - - - - - Net loss - $ ( 1,473,211 ) ( 1,473,211 ) Balance at March 31, 2024 2,408,053 $ 2,408 50,000 $ 50 1,055,636 $ 1,056 $ 68,936,696 $ ( 66,806,600 ) $ ( 217,996 ) $ 2,773,784 $ 4,689,398 $ 463,260 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements . 6 Cemtrex, Inc. and Subsidiaries Condensed Consolidated Statement of Stockholders’ Equity (Continued) (Unaudited) Preferred Stock Series 1 Preferred Stock Series C Common Stock Par Par Value $0.001 Par Value $0.001 Value $0.001 Treasury Accumulated Number Number Number Additional Stock, other Cemtrex Non- of of of Paid-in Accumulated 64,100 shares of Comprehensive Stockholders’ controlling Shares Amount Shares Amount Shares Amount Capital Deficit Series 1 Preferred Stock Income Equity interest Balance at September 30, 2022 2,079,122 $ 2,079 50,000 $ 50 754,711 $ 755 $ 66,641,698 $ ( 54,929,020 ) $ ( 148,291 ) $ 2,377,525 $ 13,944,796 $ 692,742 Foreign currency translation gain - - - - - 223,569 223,569 Share-based compensation - - 39,842 - 39,842 - Shares issued to pay notes payable - - -- - 39,016 39 232,106 - - 232,145 Dividends paid in Series 1 preferred shares 104,341 104 - ( 104 ) - - - - Loss attributable to noncontrolling interest - - - - - - - - ( 59,163 ) Net loss ( 6,277,211 ) ( 6,277,211 ) Balance at December 31, 2022 2,183,463 $ 2,183 50,000 $ 50 793,727 $ 794 $ 66,913,542 $ ( 61,206,231 ) $ ( 148,291 ) $ 2,601,094 $ 8,163,141 $ 633,579 Balance, value 2,183,463 $ 2,183 50,000 $ 50 793,727 $ 794 $ 66,913,542 $ ( 61,206,231 ) $ ( 148,291 ) $ 2,601,094 $ 8,163,141 $ 633,579 Foreign currency translation loss -- - - - - - $ ( 317,218 ) ( 317,218 ) - Share-based compensation 26,735 26,735 Additional rounding shares issued for reverse stock split - - - - 19,314 19 ( 19 ) - - - - - Income attributable to noncontrolling interest - - - - $ 55,265 Shares issued to pay for services 15,529 15 102,485 - - 102,500 Net loss $ ( 594,794 ) $ ( 594,794 ) Balance at March 31, 2023 2,183,463 $ 2,183 50,000 $ 50 828,570 $ 828 $ 67,042,743 $ ( 61,801,025 ) $ ( 148,291 ) $ 2,283,876 $ 7,380,364 $ 688,844 Balance, value 2,183,463 $ 2,183 50,000 $ 50 828,570 $ 828 $ 67,042,743 $ ( 61,801,025 ) $ ( 148,291 ) $ 2,283,876 $ 7,380,364 $ 688,844 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 Cemtrex, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) 2024 2023 For the six months ended March 31, 2024 2023 Cash Flows from Operating Activities Net loss $ ( 2,873,624 ) $ ( 6,875,903 ) Adjustments to reconcile net loss to net cash used by operating activities Depreciation and amortization 673,190 448,388 Gain on disposal of property and equipment - 64,908 Noncash lease expense 389,125 420,411 Bad debt expense 35,213 ( 1,543 ) Share-based compensation 15,116 66,577 Income tax expense ( 96,750 ) - Interest expense paid in equity shares - 32,145 Accounts payable paid in equity shares 40,000 102,500 Accrued interest on notes payable 657,355 1,290,615 Non-cash royalty income ( 26,564 ) - Gain/(loss) on marketable securities ( 190 ) 58 Amortization of original issue discounts on notes payable - 883,467 Amortization of loan origination costs 36,267 - Changes in operating assets and liabilities net of effects from acquisition of subsidiaries: Trade receivables ( 2,317,074 ) ( 1,870,729 ) Trade receivables - related party ( 178,980 ) ( 408,464 ) Inventory 1,341,472 ( 73,209 ) Contract assets ( 240,478 ) ( 12,597 ) Prepaid expenses and other current assets 483,043 ( 141,562 ) Other assets ( 225,853 ) ( 185,165 ) Accounts payable ( 455,315 ) 256,584 Accounts payable - related party 408 ( 15,765 ) Sales tax payable 1,658 90,204 Operating lease liabilities ( 388,516 ) ( 356,176 ) Deposits from customers 150,274 1,618 Accrued expenses ( 108,311 ) 701,414 Contract liabilities 919,090 554,966 Deferred revenue ( 252,109 ) ( 86,106 ) Income taxes payable ( 146,422 ) ( 37,698 ) Other liabilities ( 184,261 ) ( 231,998 ) Net cash used by operating activities - continuing operations ( 2,752,236 ) ( 5,383,060 ) Net cash provided by operating activities - discontinued operations - 2,488,144 Net cash used by operating activities ( 2,752,236 ) ( 2,894,916 ) Cash Flows from Investing Activities Purchase of property and equipment ( 355,308 ) ( 263,732 ) Proceeds from sale of property and equipment - 11,026 Investment in MasterpieceVR ( 100,000 ) - Net cash used by investing activities ( 455,308 ) ( 252,706 ) Cash Flows from Financing Activities Proceeds on revolving line of credit 19,360,672 - Payments on revolving line of credit ( 15,413,971 ) - Payments on debt ( 2,429,743 ) ( 544,370 ) Payments on Paycheck Protection Program Loans ( 20,242 ) ( 10,033 ) Proceeds on bank loans 28,331 - Payments on bank loans ( 204,802 ) ( 365,724 ) Purchases of treasury stock ( 69,705 ) Net cash provided by/(used by) financing activities 1,250,540 ( 920,127 ) Effect of currency translation ( 304,022 ) ( 126,593 ) Net decrease in cash, cash equivalents, and restricted cash ( 1,957,004 ) ( 4,067,749 ) Cash, cash equivalents, and restricted cash at beginning of period 6,349,562 11,473,676 Cash, cash equivalents, and restricted cash at end of period $ 4,088,536 $ 7,279,334 Balance Sheet Accounts Included in Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents $ 2,916,120 $ 6,634,037 Restricted cash 1,172,416 645,297 Total cash, cash equivalents, and restricted cash $ 4,088,536 $ 7,279,334 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 8 Cemtrex, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) (Unaudited) Supplemental Disclosure of Cash Flow Information: Cash paid during the period for interest $ 482,865 $ 257,145 Cash paid during the period for income taxes, net of refunds $ 146,422 $ 37,698 Supplemental Schedule of Non-Cash Investing and Financing Activities Shares issued to pay notes payable $ - $ 232,145 Financing of fixed asset purchase $ 28,331 $ - Investment in right of use asset $ 294,513 $ 76,506 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 9 Cemtrex, Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 – ORGANIZATION AND PLAN OF OPERATIONS Cemtrex was incorporated in 1998 in the state of Delaware and has evolved through strategic acquisitions and internal growth into a leading multi-industry company. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Cemtrex” or “management” refer to Cemtrex, Inc. and its subsidiaries. The Company’s reporting segments consist of Security and Industrial Services. Additionally, the Company’s operational structure also reports unallocated corporate expenses. Security Cemtrex’s Security segment operates under the brand of its majority owned subsidiary, Vicon Industries, Inc. (“Vicon”), which provides end-to-end security solutions to meet the toughest corporate, industrial, and governmental security challenges. Vicon’s products include browser-based video monitoring systems and analytics-based recognition systems, cameras, servers, and access control systems for every aspect of security and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools, and federal and state government offices. Vicon provides innovative, mission critical security and video surveillance solutions utilizing Artificial Intelligence (AI) based data algorithms. Industrial Services Cemtrex’s Industrial Services segment operates under the brand, Advanced Industrial Services (“AIS”), which offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers. AIS installs high precision equipment in a wide variety of industrial markets like automotive, printing & graphics, industrial automation, packaging, and chemicals, among others. AIS is a leading provider of reliability-driven maintenance and contracting solutions for machinery, packaging, printing, chemical, and other manufacturing markets. The focus is on customers seeking to achieve greater asset utilization and reliability to cut costs and increase production from existing assets, including small projects, sustaining capital, turnarounds, maintenance, specialty welding services, and high-quality scaffolding. Acquisition of Heisey Mechanical On July 1, 2023, the Company under AIS, completed the acquisition of a leading service contractor and steel fabricator that specializes in industrial and water treatment markets, Heisey Mechanical, Ltd. (“Heisey”) based in Columbia, Pennsylvania for $ 2,400,000 plus adjustments for the outstanding contract assets and liabilities of $ 393,291 . The real estate of the business was purchased at fair market value on August 30, 2023, for $ 1,500,000 in a separate transaction. Heisey provides the water treatment industry with a variety of fabricated vessels and equipment including ASME pressure vessels, heat exchangers, mix tanks, reactors, and other specialized fabricated equipment. Additionally, the contracting team assists with installation and service of fabricated items. The company has over 33,000 square feet of manufacturing floor space in its facility and an experienced staff of fabricators, welders, and field mechanics. The purchase price allocation presented below is still preliminary but has been developed based on an estimate of fair values of Heisey’s identifiable tangible and intangible assets acquired and liabilities assumed as of July 1, 2023. The final allocation of the purchase price will be determined within one year from the closing date of the Heisey acquisition. 10 The consideration transferred and preliminary allocation of Heisey’s tangible and intangible assets and liabilities, are as follows: SCHEDULE OF BUSINESS ACQUISITION OF TANGIBLE AND INTANGIBLE ASSETS AND LIABILITIES Consideration Transferred: Cash $ 393,291 Seller’s note 240,000 Financed amount 2,160,000 Total consideration transferred $ 2,793,291 Purchase Price Allocation: Inventory 300,000 Contract assets 667,259 Machinery and equipment 1,625,000 Contract liabilities ( 216,469 ) Accrued expenses ( 57,499 ) Goodwill 475,000 Total consideration transferred $ 2,793,291 The pro forma summary below presents the results of operations as if the Heisey acquisition occurred on October 1, 2022. Proforma adjustments for the three months ended March 31, 2023, includes $ 63,900 of depreciation expense from acquired fixed assets, $ 32,460 of interest expense on the debt used in the acquisition, and $ 41,331 of income tax expense. Proforma adjustments for the six months ended March 31, 2023, includes $ 127,800 of depreciation expense from acquired fixed assets, $ 65,860 of interest expense on the debt used in the acquisition, and $ 34,433 of income tax expense. The pro forma summary uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly from this pro forma financial information. The pro forma information does not reflect any cost savings, operating synergies or revenue enhancements that might have been achieved from combining the operations. The unaudited pro forma summary is provided for illustrative purposes only and does not purport to represent the Company’s actual consolidated results of operations had the acquisition been completed as of the date presented, nor should it be considered indicative of the Company’s future consolidated results of operations. SCHEDULE OF PRO FORMA FINANCIAL INFORMATION March 31, 2023 March 31, 2023 Unaudited for the three months ended for the six months ended March 31, 2023 March 31, 2023 Revenues $ 19,369,100 $ 32,542,938 Net gain/(loss) 41,272 ( 6,392,032 ) On August 30, 2023, the Company acquired a mortgage in the amount of $ 1,200,000 from Fulton Bank to finance the purchase of the properties formerly owned by Heisey Mechanical Ltd. The mortgage carries interest at the Secured Overnight Financing Rate (SOFR) plus 2.8 % and matures on September 30, 2043 . Nasdaq Notices for Listing Deficiencies On July 29, 2022, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s Series 1 Preferred Stock listed on Nasdaq was below $ 1.00 for 30 consecutive trading days, the Company no longer met the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $ 1.00 per share (the “Minimum Bid Price Requirement”). On January 26, 2023, the Company received a notification letter from the Listing Qualifications Department of Nasdaq notifying the Company that, it had been granted an additional 180 days or until July 24, 2023, to regain compliance with the Minimum Bid Price Requirement based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. On September 8, 2023, the Company received a letter from the Nasdaq Hearings Panel (“Panel”) informing the Company that the Panel has granted the Company a temporary exception to regain compliance with The Nasdaq Stock Market LLC’s (“Nasdaq” or the “Exchange”) Listing Rule 5555(a)(1) (the “Bid Price Rule”) by no later than January 19, 2024. The Company has announced a special meeting of Series 1 Preferred Stock shareholders was scheduled for December 26, 2023, to approve the reverse stock split. On December 26, 2023, the meeting was adjourned to December 29, 2023, due to insufficient votes represented by proxy or virtually in person to constitute a quorum for the transaction of business at the Special Meeting. On December 29, 2023, there were still insufficient votes represented by proxy or virtually in person to constitute a quorum thus the resolution did not pass. 11 On January 5, 2024 and January 12, 2024, the Company bought back an aggregate of 71,951 shares for $ 69,705 under the Share Repurchase Program approved on August 22, 2023, that allows the Company to repurchase shares of the Series 1 Preferred Stock through various means, including through privately negotiated transactions and through an open market program. Subsequent to the balance sheet date, these shares were cancelled. The Company’s Series 1 Preferred Stock was delisted from the NASDAQ Capital Market on January 22, 2024. The Series 1 Preferred Stock is now quoted on the OTC Markets under the symbol “CETXP”. Nasdaq filed a Form 25 on March 21, 2024. The deregistration of the Company’s Series 1 Preferred Stock under Section 12(b) of the Exchange Act will be effective for 90 days, or such shorter period as the SEC may determine, after filing of the Form 25. Going Concern Considerations The accompanying condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the ASC 205, management must evaluate whether there are conditions or events, considered in the aggregate, which raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company has incurred substantial losses of $ 9,196,875 and $ 13,020,958 for fiscal years 2023 and 2022, respectively, and has losses on continuing operations for the six months ending March 31, 2024, of $ 2,894,579 and has debt obligations over the next year of $ 18,105,429 and working capital of $ 10,300,384 , that raise substantial doubt with respect to the Company’s ability to continue as a going concern. While current debt indicates a substantial doubt regarding the Company’s ability to continue as a going concern, the Company has historically, from time to time, satisfied and may continue to satisfy certain short-term liabilities through the issuance of common stock, thus reducing our cash requirement to meet our operating needs. The Company has $ 2,916,120 in cash and cash equivalents as of March 31, 2024. Additionally, the Company has (i) secured a line of credit for its Vicon brand to fund operations, which as of March 31, 2024, has available capacity of $ 980,766 , (ii) continually reevaluated its pricing model on our Vicon brand to improve margins on those products, (iii) entered into an underwriting agreement in connection with underwritten public offering, the aggregate gross proceeds to the Company were approximately $ 10,035,000 , before deducting underwriting discounts and other estimated expenses payable by the Company, and (iv) entered into a Standstill Agreement with Streeterville Capital, LLC (“Streeterville”) in which Streeterville agreed not to seek to redeem any portion of its two outstanding notes with the Company for a period of one year expiring on April 30, 2025, in exchange, the Company agreed to pay to Streeterville the greater of $ 4,000,000 or fifty percent ( 50 %) of the net proceeds the Company receives from the sale of any of its common stock or preferred stock during the Standstill Period. 12 In the event additional capital is raised through equity offerings and/or debt is satisfied with equity, it may have a dilutive effect on our existing stockholders. While the Company believes these plans if successful, would be sufficient to meet the capital demands of our current operations for at least the next twelve months, there is no guarantee that we will succeed. Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our working capital needs. As of March 31, 2024, the Company did not have adequate cash or available liquidity/available capacity on our lines of credit to meet our short or long-term needs. With the subsequent public offering, the Company has the ability to meet its debt obligations for the next twelve months. The condensed consolidated financial statements do not include any adjustments relating to this uncertainty. NOTE 2 – INTERIM STATEMENT PRESENTATION Basis of Presentation and Use of Estimates The accompanying unaudited condensed consolidated financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended September 30, 2023, of Cemtrex, Inc. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X pursuant to the requirements of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities in the condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenues, expenses and cash flows during the periods presented. Actual amounts and results could differ from those estimates. The estimates and assumptions the Company makes are based on historical factors, current circumstances and the experience and judgment of the Company’s management. The Company evaluates its estimates and assumptions on an ongoing basis. Significant Accounting Policies Note 2 of the Notes to Consolidated Financial Statements, included in the annual report on Form 10-K for the year ended September 30, 2023, includes a summary of the significant accounting policies used in the preparation of the condensed consolidated financial statements. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“Update 2016-13”). Update 2016-13 replaced the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (“CECL”) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including but not limited to trade receivables. For public business entities, the new standard became effective for annual reporting periods beginning after December 15, 2022, including interim periods within that reporting period. On October 1, 2023, the Company implemented this standard and there has been no material change to the condensed consolidated financial statements. The following table illustrates the effect of implementation of Update 2016-13 on the condensed consolidated balance sheet: SCHEDULE OF EFFECT IMPLEMENTATION ON CONDENSED CONSOLIDATED BALANCE SHEET Assets: October 1, 2023 As reported under ASC 326 September 30, 2023 Pre-ASC 326 Adoption Impact of ASC 326 Adoption Trade receivables, net $ 234,924 $ 234,924 $ - Contract assets, net $ 8,696 $ - $ 8,696 Royalties receivable, net - related party $ 10,000 $ - $ 10,000 Note receivable, net - related party $ 44,761 $ 44,761 $ - The Company estimates credit losses associated with our accounts receivable portfolio segment using an expected credit loss model, which utilizes an aging schedule methodology based on historical information and adjusted for asset-specific considerations, current economic conditions and reasonable and supportable forecasts. 13 The Company will utilize the Probability-of-default method for financing receivables and loans. Expected credit losses are determined by multiplying the probability of default (i.e., the probability the asset will default within the given time frame) by the loss given default (the percentage of the asset not expected to be collected because of default). The Company considers sources of repayment associated with a financial asset when determining its credit losses, including collection against the collateral and certain embedded credit enhancements, such as guarantees or insurance. The allowance for credit losses was immaterial as of March 31, 2024. The following table illustrates the current expected credit losses activity for the six months ended March 31, 2024: SCHEDULE OF EXPECTED CREDIT LOSSES ACTIVITY As of October 1, 2023 For the six months ended March 31, 2024 As of March 31, 2024 Assets: Trade receivables, net $ 234,924 $ ( 9,111 ) $ 225,813 Trade receivables, net - related party $ - $ - $ - Trade receivables, net - - - Contract assets, net $ 8,696 $ 27,660 $ 36,356 Royalties receivable, net - related party $ 10,000 $ - $ 10,000 Note receivable, net - related party $ 44,761 $ 20,047 $ 64,808 Recently Issued Accounting Pronouncements Not Yet Effective On June 30, 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security. Under current guidance, stakeholders have observed diversity in practice related to whether contractual sale restrictions should be considered in the measurement of the fair value of equity securities that are subject to such restrictions. On the basis of interpretations of existing guidance and the current illustrative example in ASC 820-10-55-52 of a restriction on the sale of an equity instrument, some entities use a discount for contractual sale restrictions when measuring fair value, while others view the application of such a discount to be inconsistent with the principles of ASC 820. To reduce the diversity in practice and increase the comparability of reported financial information, ASU 2022-03 clarifies this guidance and amends the illustrative example. ASU No. 2022-03 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of this ASU on the condensed consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which enhances the disclosures required for operating segments in the Company’s annual and interim consolidated financial statements. ASU 2023-07 is effective for the Company for annual reporting for fiscal 2025 and for interim period reporting beginning in fiscal 2026 on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of our pending adoption of ASU 2023-07 on the condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is required to adopt this standard prospectively in fiscal year 2026 for the annual reporting period ending September 30, 2026. The Company is currently in the process of evaluating the impact of adoption on the condensed consolidated financial statements. The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated financial statements. NOTE 3 – DISCONTINUED OPERATIONS On November 22, 2022, the Company entered into two Asset Purchase Agreements and one Simple Agreement for Future Equity (“SAFE”) with the Company’s CEO, Saagar Govil, to secure the sale of the subsidiaries Cemtrex Advanced Technologies, Inc, which include the brand SmartDesk, and Cemtrex XR, Inc., which include the brands Cemtrex XR, Virtual Driver Interactive, Bravo Strong, and good tech (formerly Cemtrex Labs), to Mr. Govil. Due to the on-going losses and risk associated with the SmartDesk business the Company has valued the royalty and SAFE agreement associated with the SmartDesk sale at $ 0 and considers such consideration to be a gain contingency. Based on sales projections for Cemtrex XR, Inc., the Company does not believe that it will exceed the sales levels required to exceed the $ 820,000 royalties due and has not accounted for any additional royalties at this time. In accordance with ASC 310 – Receivables, the Company has discounted the royalties due and has recognized $ 13,282 during the three-month periods ended March 31, 2024, and 2023, and $ 26,563 , and $ 17,709 , during the six-month periods ended March 31, 2024, and 2023, respectively, and will amortize the remaining amount over the period the royalties are due. 14 The following table summarizes the loss on the sale recorded during the three months ended December 31, 2022, included in Income/(loss) from discontinued operations, net of tax in the accompanying condensed consolidated statement of operations: SUMMARY OF LOSS ON SALE Purchase Price $ 745,621 Less cash and cash equivalents transferred ( 699,423 ) Less liabilities assumed ( 10,924 ) Net purchase price $ 35,274 Assets Sold Accounts receivable, net $ 625,638 Inventory, net 980,730 Prepaid expenses and other assets 502,577 Property and equipment, net 837,808 Goodwill 598,392 Total Assets Sold 3,545,145 Liabilities Transferred Accounts payable 370,774 Short-term liabilities 364,775 Long-term liabilities 318,981 Total Liabilities Transferred 1,054,530 Net assets sold $ 2,490,615 Pretax loss on sale of Cemtrex Advanced Technologies, Inc, and Cemtrex XR, Inc.Companies $ ( 2,455,341 ) As of March 31, 2024, and September 30, 2023, there were no assets or liabilities included within discontinued operations on the Company’s Condensed Consolidated Balance Sheets. During the first quarter of fiscal 2023, Vicon completed the closure of its discontinued operating entity Vicon Systems, Ltd. located in Israel. The Company received funds related to benefit obligations of $ 96,095 , which at the time of operational closure were not guaranteed to be retrievable. The Company paid $ 7,010 in consulting fees for assistance in retrieving these funds. The net amount of $ 89,085 is recognized on the Company’s Condensed Consolidated Statement of Operations as part of the Loss on Discontinued Operations. 15 Income/(loss)from discontinued operations, net of tax and the loss on sale of discontinued operations, net of tax, of Cemtrex Advanced Technologies, Inc. and Cemtrex XR, Inc., sold during the first quarter of fiscal year 2023, which are presented in total as discontinued operations, net of tax in the Company’s Condensed Consolidated Statements of Operations for the three and six month periods ended March 31, 2024 and 2023, are as follows: SCHEDULE OF FINANCIAL STATEMENTS INCLUDED WITHIN DISCONTINUED OPERATIONS 2024 2023 2024 2023 Three months ended March 31, Six months ended March 31, 2024 2023 2024 2023 Total net sales $ - $ - $ - $ 649,061 Cost of sales - - - 228,086 Operating, selling, general and administrative expenses 39 492 39 1,296,064 Other (income)/expenses - - - 3,195 Income (loss) from discontinued operations ( 39 ) ( 492 ) ( 39 ) ( 878,284 ) Amortization of discounted royalties 13,282 14,724 26,564 19,151 Loss on sale of discontinued operations - - - ( 2,455,341 ) Adjustment of benefit obligation - - - 89,085 Income tax provision 2,780 - 5,570 - Discontinued operations, net of tax $ 10,463 $ 14,232 $ 20,955 $ ( 3,225,389 ) NOTE 4 – REVENUE The following table illustrates the approximate disaggregation of the Company’s revenue based off timing of revenue recognition for the three and six months ended March 31, 2024 and 2023: SCHEDULE OF DISAGGREGATION OF REVENUE RECOGNITION March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 For the three months ended For the six months ended March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 Over time 58 % 46 % 55 % 48 % Point-in-time 42 % 54 % 45 % 52 % NOTE 5 – LOSS PER COMMON SHARE Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. For the three and six months ended March 31, 2024, and 2023, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive: SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER COMMON SHARE AS ANTI-DILUTIVE EFFECT 2024 2023 2024 2023 For the six months ended For the three months ended March 31, March 31, 2024 2023 2024 2023 Options 28,796 28,796 28,796 28,796 For the three and six months ended March 31, 2024 and 2023, loss per share basic and diluted for continuing operations are calculated as follows: SCHEDULE OF LOSS PER SHARE BASIC AND DILUTED FOR CONTINUING OPERATION 2024 2023 2024 2023 For the three months For the six months March 31, March 31, 2024 2023 2024 2023 Loss from Continuing operations $ ( 1,580,184 ) $ ( 553,761 ) $ ( 2,894,579 ) $ ( 3,650,514 ) Less (loss)/gain in noncontrolling interest ( 96,510 ) 55,265 ( 192,919 ) ( 3,898 ) Preferred stock dividends 52,515 58,720 52,515 58,720 Net loss applicable to common shareholders ( 1,536,189 ) ( 667,746 ) ( 2,754,175 ) ( 3,705,336 ) Weighted Average Number of Shares-Basic & Diluted 1,055,636 815,498 1,051,630 788,265 Loss per share - Basic & Diluted - Continuing Operations $ ( 1.46 ) $ ( 0.82 ) $ ( 2.62 ) $ ( 4.70 ) 16 NOTE 6 – SEGMENT INFORMATION The Company reports and evaluates financial information for two reportable segments: the Security segment and the Industrial Services segment. The following tables summarize the Company’s reportable segment information and unallocated corporate expenses: SCHEDULE OF SEGMENT INFORMATION Security Industrial Services Corporate Consolidated Security Industrial Services Corporate Consolidated Three months ended March 31, 2024 Three months ended March 31, 2023 Reportable Segments Reportable Segments Security Industrial Services Corporate Consolidated Security Industrial Services Corporate Consolidated Revenues $ 8,084,932 $ 9,074,663 $ - $ 17,159,595 $ 9,913,898 $ 6,159,499 $ - $ 16,073,397 Cost of revenues 3,971,963 6,248,216 - 10,220,179 4,793,817 3,941,099 - 8,734,916 Gross profit $ 4,112,969 $ 2,826,447 $ - $ 6,939,416 $ 5,120,081 $ 2,218,400 $ - $ 7,338,481 Operating expenses Sales, general, and administrative 3,833,596 1,897,269 984,403 6,715,268 2,965,659 1,336,313 807,242 5,109,214 Depreciation and amortization 71,260 233,629 - 304,889 31,543 157,385 20,125 209,053 Research and development 951,400 - - 951,400 1,615,341 - - 1,615,341 Operating income/(loss) $ ( 743,287 ) $ 695,549 $ ( 984,403 ) $ ( 1,032,141 ) 507,538 724,702 ( 827,367 ) 404,873 Other income/(expense) $ ( 138,633 ) $ ( 78,289 ) $ ( 231,117 ) $ ( 448,039 ) $ 337,191 $ ( 29,866 ) $ ( 1,265,959 ) $ ( 958,634 ) Security Industrial Services Corporate Consolidated Security Industrial Services Corporate Consolidated Six months ended March 31, 2024 Six months ended March 31, 2023 Reportable Segments Reportable Segments Security Industrial Services Corporate Consolidated Security Industrial Services Corporate Consolidated Revenues $ 17,252,733 $ 16,785,028 $ - $ 34,037,761 $ 16,918,642 $ 11,124,997 $ - $ 28,043,639 Cost of revenues 8,622,817 11,393,129 - 20,015,946 8,394,871 7,267,672 - 15,662,543 Gross profit $ 8,629,916 $ 5,391,899 $ - $ 14,021,815 $ 8,523,771 $ 3,857,325 $ - $ 12,381,096 Operating expenses General, and administrative 8,161,224 3,426,532 1,731,177 13,318,933 5,715,088 2,525,178 1,793,951 10,034,217 Depreciation and amortization 199,412 473,778 - 673,190 71,203 324,906 52,279 448,388 Research and development 1,800,205 - - 1,800,205 3,445,054 - - 3,445,054 Operating (loss)/income $ ( 1,530,925 ) $ 1,491,589 $ ( 1,731,177 ) $ ( 1,770,513 ) $ ( 707,574 ) $ 1,007,241 $ ( 1,846,230 ) $ ( 1,546,563 ) Other income/(expense) $ ( 272,894 ) $ ( 186,433 ) $ ( 493,984 ) $ ( 953,311 ) $ 224,792 $ ( 61,426 ) $ ( 2,267,317 ) $ ( 2,103,951 ) Unallocated corporate expenses mainly relate to payroll and benefits for corporate officers, investor relation expenses, accounting expenses related audit and taxes, legal expenses related to corporate matters, and interest expense on notes payable. NOTE 7 – RESTRICTED CASH A subsidiary of the Company participates in a consortium in order to self-insure group care coverage for its employees. The plan is administrated by Benecon Group and the Company makes monthly deposits in a trust account to cover medical claims and any administrative costs associated with the plan. These funds, as required by the plan are restricted in nature and amounted to $ 1,072,416 at March 31, 2024, and $ 919,652 at September 30, 2023. The Company has $ 100,000 in restricted cash held in escrow pending final disbursement of expenses related to the Heisey acquisition as of March 31, 2024 and September 30, 2023. NOTE 8 – FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy is applied to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 17 The three levels of the fair value hierarchy under the guidance for fair value measurements are described below: Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Our Level 1 assets include cash equivalents, banker’s acceptances, trading securities investments and investment funds. The Company measures trading securities investments and investment funds at quoted market prices as they are traded in an active market with sufficient volume and frequency of transactions. Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified contractual term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. Level 3 assets and liabilities include cost method investments. Quantitative information for Level 3 assets and liabilities reviewed at each reporting period includes indicators of significant deterioration in the earnings performance, credit rating, asset quality, business prospects of the investee, and financial indicators of the investee’s ability to continue as a going concern. The Company’s fair value assets at March 31, 2024, and September 30, 2023, are as follows. SCHEDULE OF FAIR VALUE OF ASSETS Quoted Prices Significant in Active Other Significant Balance Markets for Observable Unobservable as of Identical Assets Inputs Inputs March 31, (Level 1) (Level 2) (Level 3) 2024 Assets Investment in marketable securities (included in short-term investments) $ 13,853 $ - $ - $ 13,853 $ 13,853 $ - $ - $ 13,853 Quoted Prices Significant in Active Other Significant Balance Markets for Observable Unobservable as of Identical Assets Inputs Inputs September 30, (Level 1) (Level 2) (Level 3) 2023 Assets Investment in marketable securities (included in short-term investments) $ 13,663 $ - $ - $ 13,663 $ 13,663 $ - $ - $ 13,663 NOTE 9 – TRADE RECEIVABLES, NET Trade receivables, net consist of the following: SCHEDULE OF TRADE RECEIVABLES, NET March 31, September 30, 2024 2023 Trade receivables $ 11,761,693 $ 9,444,619 Allowance for credit losses ( 225,813 ) ( 234,924 ) Accounts receivables, net, total $ 11,535,880 $ 9,209,695 Trade receivables include amounts due for shipped products and services rendered. 18 Allowance for credit losses include estimated losses resulting from the inability of our customers to make the required payments. NOTE 10 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following: SUMMARY OF PREPAID AND OTHER CURRENT ASSETS March 31, 2024 September 30, 2023 Prepaid expenses $ 838,980 $ 521,310 Prepaid inventory 498,631 1,084,051 Deferred costs 83,502 25,941 Loan origination costs 36,267 - Prepaid income taxes 428,193 168,555 VAT and GST tax receivable 24,842 298,502 Prepaid expenses and other current assets total $ 1,910,415 $ 2,098,359 NOTE 11 – INVENTORY, NET Inventory, net consisted of the following: SCHEDULE OF INVENTORY, NET March 31, September 30, 2024 2023 Raw materials $ 797,943 $ 885,398 Work in progress 304,563 109,019 Finished goods 6,295,241 7,744,802 Inventory, net 7,397,747 8,739,219 The Company maintained an allowance for obsolete inventories of $ 502,577 and $ 618,021 at March 31, 2024 and September 30, 2023, respectively. NOTE 12 – PROPERTY AND EQUIPMENT Property and equipment are summarized as follows: SUMMARY OF PROPERTY AND EQUIPMENT March 31, September 30, 2024 2023 Land $ 945,279 $ 945,279 Building and leasehold improvements 4,372,598 4,362,062 Furniture and office equipment 597,198 579,700 Computers and software 1,333,135 1,333,135 Machinery and equipment 12,806,142 12,488,639 Property and equipment, gross 20,054,352 19,708,815 Less: Accumulated depreciation ( 11,152,301 ) ( 10,490,114 ) Property and equipment, net $ 8,902,051 $ 9,218,701 Depreciation expense for the three and six months ended March 31, 2024 and 2023, was $ 304,889 and $ 673,190 , and $ 209,053 and $ 448,388 , respectively and is recorded in cost of revenues and general and administrative expenses on the Company’s condensed consolidated statements of operations. 19 NOTE 13 – GOODWILL Changes in the carrying amount of goodwill, by segment, are as follows: SCHEDULE OF GOODWILL BY SEGMENT Security Industrial Services Consolidated Balance at September 30, 2023 $ 530,475 $ 3,851,416 $ 4,381,891 Balance at March 31, 2024 $ 530,475 $ 3,851,416 $ 4,381,891 As of March 31, 2024, and September 30, 2023, accumulated impairment losses of $ 3,316,000 related to the Security segment have been recorded. NOTE 14 – OTHER ASSETS On November 13, 2020, Cemtrex made a $ 500,000 investment, on January 19, 2022, made an additional $ 500,000 investment, and on July 18, 2023, and October 5, 2023, made an additional $ 100,000 investment on each date via a simple agreement for future equity (“SAFE”) in MasterpieceVR. The SAFE provides that the Company will automatically receive shares of the entity based on the conversion rate of future equity rounds up to a valuation cap, as defined. MasterpieceVR is a software company that is developing software for content creation using virtual reality. The investment is recorded at cost and is included in other assets in the accompanying Condensed consolidated balance sheets. No impairment has been recorded for the three and six months ended March 31, 2024. Other assets consisted of the following: SCHEDULE OF OTHER ASSETS March 31, 2024 September 30, 2023 Rental deposits $ 213,770 $ 198,641 Investment in Masterpiece VR 1,200,000 1,100,000 Other deposits 305,117 167,808 Demonstration equipment supplied to resellers 442,975 369,560 Other assets total $ 2,161,862 $ 1,836,009 NOTE 15 – ACCRUED EXPENSES Accrued expenses consisted of the following: SCHEDULE OF ACCRUED EXPENSES March 31, 2024 September 30, 2023 Accrued expenses $ 489,603 $ 319,211 Accrued payable on inventory in transit 846,823 1,154,254 Accrued payroll 1,116,951 1,088,223 Accrued warranty 222,702 222,702 Accrued expenses total $ 2,676,079 $ 2,784,390 NOTE 16 – DEFERRED REVENUE The Company’s deferred revenue as of and for the three and six months ended March 31, 2024, and 2023, were as follows: SCHEDULE OF DEFERRED REVENUE For the three months ended For the six months ended March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023 Deferred revenue at beginning of period $ 2,256,352 $ 1,693,021 $ 2,311,334 $ 1,824,534 Net additions: Deferred software revenues 487,413 580,752 1,147,383 1,008,169 Recognized as revenue: Deferred software revenues ( 684,540 ) ( 558,775 ) ( 1,399,492 ) ( 1,117,705 ) Deferred revenue at end of period 2,059,225 1,714,998 2,059,225 1,714,998 Less: current portion 1,404,608 581,193 1,404,608 581,193 Long-term deferred revenue at end of period $ 654,617 $ 1,133,805 $ 654,617 $ 1,133,805 For the three and six months ended March 31, 2024 and 2023, the Company recognized revenue of $ 608,808 , and $ 483,296 , and $ 1,043,281 and $ 963,674 , respectively, that was previously included in the beginning balance of deferred revenues. 20 NOTE 17 – CONTRACT ASSETS AND LIABILITIES Project contracts typically provide for a schedule of billings on percentage of completion of specific tasks inherent in the fulfillment of the Company’s performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statements of operations can and usually does differ from amounts that can be billed to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceeds cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in the condensed consolidated balance sheets under the caption “Contract assets.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized are reflected as a current liability in the condensed consolidated balance sheets under the caption “Contract liabilities.” Conditional retainage represents the portion of the contract price withheld until the work is substantially complete for assurance of the Company’s obligations to complete the job. The following is a summary of the Company’s uncompleted contracts: SCHEDULE OF CONTRACT ASSETS AND LIABILITIES March 31, 2024 September 30, 2023 Costs incurred on uncompleted contracts $ 11,582,989 $ 12,523,552 Estimated gross profit 2,816,002 3,085,350 14,398,991 15,608,902 Applicable billings to date ( 14,318,721 ) ( 14,850,020 ) Net billings in excess of costs, Ending balance $ 80,270 $ 758,882 For the three and six months ended March 31, 2024 and 2023, the Company recognized revenue of $ 95,759 and $ 9,030 , and $ 886,920 and $ 361,887 , respectively, that was previously included in the beginning balance of contract liabilities. NOTE 18 – RELATED PARTY TRANSACTIONS On August 31, 2019, the Company entered into an Asset Purchase Agreement for the sale of Griffin Filters, LLC to Ducon Technologies, Inc., which Aron Govil, the Company’s Founder, and former CFO, for total consideration of $ 550,000 . On July 31, 2022, the Company negotiated a payment agreement surrounding the sale of Griffin Filters, LLC, and other liabilities due to the Company totaling $ 761,585 . This agreement is in the form of a secured promissory note earning interest at a rate of 5 % per annum and matures on July 31, 2024 . As of March 31, 2024, $ 64,808 of accrued interest has been recorded as an expected credit loss against this note. As of March 31, 2024, and September 30, 2023, there was $ 3,798 and $ 3,806 payable due to Ducon Technologies, Pvt Ltd., which is also owned by Aron Govil, respectively. As of March 31, 2024, and September 30, 2023, there was $ 635,956 and $ 637,208 receivable due from Ducon Technologies, Pvt Ltd., respectively. On November 22, 2022, the Company entered into two Asset Purchase Agreements and one Simple Agreement for Future Equity (“SAFE”) with the Company’s CEO, Saagar Govil, to secure the sale of the subsidiaries Cemtrex Advanced Technologies, Inc, and Cemtrex XR, Inc., which include the brands SmartDesk, Cemtrex XR, Virtual Driver Interactive, Bravo Strong, and good tech (formerly Cemtrex Labs), to Mr. Govil. Cemtrex XR, Inc. was purchased for $ 890,000 comprised of $ 75,000 in cash and 5 % royalty of all revenues on the Business to be paid 90 days after the end of each calendar year for the next three years; and should the total sum of royalties due be less than $820,000 at the end of the three-year period, Mr. Govil shall be obligated to pay the difference between $820,000 and the royalties paid. Cemtrex Advanced Technologies, Inc. was purchased for $10,000 in cash, 5% royalty of all revenues on the Business to be paid 90 days after the end of each calendar year for the next 5 years, and $1,600,000 in SAFE (common equity) at any subsequent fundraising or exit above $5,000,000 with a $10,000,000 cap. Subsequent to the sale of Cemtrex Advanced Technologies, Inc. the business has ceased operations . The Company has recognized no gain in relation to the 5 % royalties. 21 During the three and six months ended March 31, 2024, the Company wrote off $ 94,027 in trade receivables, related party and $ 59,703 in trade payables, related party related to the Cemtrex Advanced Technologies, Inc. successor company, SmartDesk, Inc. As of March 31, 2024, there was $ 583,340 in trade receivables due from the Cemtrex XR successor company, CXR, Inc. Of these receivables $ 60,628 are related to costs paid by Cemtrex related to payroll during the transition of employees to the new company and subscription services that are set up on auto pay with a credit card. The remaining $ 522,712 is related to services provided by Cemtrex Technologies Pvt. Ltd. in the normal course of business. As of March 31, 2024, there were $ 5,416 in payables due to CXR Inc. As of March 31, 2024, there were royalties receivable from the sale of Cemtrex, XR, Inc. of $ 700,456 , of which $ 260,407 is considered short-term and is presented on the Company’s Condensed Consolidated Balance Sheet under the caption “Trade receivables, net – related party”. On April 13, 2024, the Company and CXR, Inc. agreed to structured payments on the first-year royalties with full payment being made by December 31, 2024. The Company has taken a $ 10,000 allowance for expected credit losses against these royalties. NOTE 19 – LEASES The Company is party to contracts where we lease property from others under contracts classified as operating leases. The Company primarily leases office and operating facilities, vehicles, and office equipment. The weighted average remaining term of our operating leases was approximately 3.5 years at March 31, 2024, and 3 years at September 30, 2023. The weighted average discount rate used to measure lease liabilities was approximately 6.45 % at March 31, 2024, and 5.66 % at September 30, 2023. The Company used the rate implicit in the lease, where known, or its incremental borrowing rate as the rate used to discount the future lease payments. The Company has elected not to recognize lease assets and liabilities for leases with a term of 12 months or less. The Company’s corporate segment leases approximately 100 square feet of office space in Brooklyn, NY on a month-to-month lease at a rent of $ 600 per month. Short-term rent expense was $ 3,600 for the six months ended March 31, 2024, and $ 600 for the six months ended March 31, 2023. The Company’s security segment leases approximately 1,037 square feet of office space in Clovis, CA on a month-to-month lease at a rent of $ 5,487 per month. Short-term rent expense was $ 30,362 for the six months ended March 31, 2024. 22 A reconciliation of undiscounted cash flows to operating lease liabilities recognized in the condensed consolidated balance sheet at March 31, 2024, is set forth below: SCHEDULE OF RECONCILIATION OF UNDISCOUNTED CASH FLOWS TO OPERATING LEASE LIABILITIES Years ending September 30, Operating Leases 2024 461,372 2025 908,932 2026 711,262 2027 315,525 2028 58,085 Undiscounted lease payments 2,455,176 Amount representing interest ( 200,490 ) Discounted lease payments $ 2,254,686 Lease costs for the three and six months ended March 31, 2024, and 2023 are set forth below: SCHEDULE OF LEASE COSTS 2024 2023 2024 2023 For the three months ended For the six months ended March 31, March 31, 2024 2023 2024 2023 Operating lease costs 195,693 223,213 389,125 484,646 Short-term lease costs 15,701 - 33,962 - Total lease cost $ 211,394 $ 223,213 $ 423,087 $ 484,646 NOTE 20 – LINES OF CREDIT AND LONG-TERM LIABILITIES Revolving line of credit On October 5, 2023, the Company obtained a revolving line of credit in the amount of $ 5,000,000 from Pathward, N.A.. The interest rate will be a rate which is equal to three percentage points ( 3 %) in excess of that rate shown in the Wall Street Journal as the prime rate (the “Effective Rate”) and matures twenty-four months from the closing date. This loan is secured by the Company’s eligible accounts receivable and eligible finished goods inventory. The Company’s ability to borrow against the line of credit is limited by the value of the eligible assets. As of December 31, 2023, the Company had enough eligible assets to access the full credit line. The Company was in compliance with all loan covenants as of March 31, 2024. The funds were used to pay the NIL Funding term loan and will fund operations of the Vicon entity. As of March 31, 2024, this loan had a balance of $ 4,019,234 , with $ 36,267 of unamortized loan origination fees, which is included in “Prepaid expenses” on the accompanying Condensed Consolidated Balance Sheet. There were $ 980,766 in available funds as of March 31, 2024. Standstill Agreement On August 31, 2023, the Company and Streeterville Capital, LLC entered into a standstill agreement for the two notes held by Streeterville Capital, LLC. The terms of this agreement are the earlier of (a) the date that is ninety (90) days from the Effective Date, and (b) the date that the Company completes an equity offering on either Form S-1 or Form S-3 (the “Standstill Period”), Streeterville Capital, LLC will not seek to redeem any portion of the Notes, and (c) the Company agrees to prepay to Lender fifty percent ( 50 %) of the net proceeds received by Borrower in connection with all equity financings until such time as Borrower has raised at least $ 5,000,000 in aggregate net proceeds. 23 The following table outlines the Company’s secured liabilities: SCHEDULE OF LINES OF CREDIT AND LIABILITIES March 31, September 30, Interest Rate Maturity 2024 2023 Fulton Bank - $ 360,000 fund equipment for AIS. The Company was in compliance with loan covenants as of March 31, 2024. This loan is secured by certain assets of the Company. SOFR plus 2.37 % ( 7.71 % as of March 31, 2024 and 7.68 % as of September 30, 2023). 1/31/2025 69,164 108,700 Fulton Bank - $ 360,000 fund equipment for AIS. The Company was in compliance with loan covenants as of March 31, 2024. This loan is secured by certain assets of the Company. SOFR plus 2.37 % ( 7.71 % as of March 31, 2024 and 7.68 % as of September 30, 2023). 01/31/2025 69,164 108,700 Fulton Bank mortgage $ 2,476,000 . The Company was in compliance with loan covenants as of March 31, 2024. This loan is secured by the underlying asset. SOFR plus 2.62 % ( 7.96 % on March 31, 2024 and ( 7.93 % on September 30, 2023). 01/28/2040 2,146,939 2,180,115 Fulton Bank (HEISEY) - $ 1,200,000 mortgage loan; requires monthly principal and interest payments through August 1, 2043 with a final payment of remaining principal on September 1, 2043; The loan is collateralized by 615 Florence Street and 740 Barber Street and guaranteed by AIS and Cemtrex. SOFR plus 2.80 % per annum ( 8.14 % as of March 31, 2024 and 8.11 % as of September 30, 2023). 09/30/2043 1,188,315 1,200,000 Fulton Bank (HEISEY) - $ 2,160,000 . promissory note related to purchase of Heisey; requires 84 monthly principal and interest payments; The note is collateralized by the Heisey assets and guaranteed by the Parent; matures in 2030. SOFR plus 2.80 % per annum ( 8.14 % as of March 31, 2024 and 8.11 % as of September 30, 2023). 07/01/2030 2,004,136 2,122,565 Note payable - $ 5,755,000 - Less original issue discount $ 750,000 and legal fees $ 5,000 , net cash received $ 5,000,000 Unamortized original issue discount balance of $ 0 , as of March 31, 2024 and September 30, 2023. 8 % 06/30/2025 4,787,348 4,596,589 Note payable - $ 9,205,000 . Less original issue discount $ 1,200,000 and legal fees $ 5,000 ,net cash received $ 8,000,000 . 28,572 shares of common stock valued at $ 700,400 recognized as additional original issue discount. Unamortized original issue discount balance of $ 0 as of March 31, 2024 and September 30, 2023. 8 % 02/22/2026 11,709,830 11,243,233 Note Payable - $ 240,000 For the purchase of Heisey Mechanical, Ltd. 6 % 07/01/2024 240,000 240,000 Term Loan Agreement with NIL Funding Corporation (“NIL”) - $ 5,600,000 The Company was in compliance with loan covenants as of September 30, 2023. 11.50 % 12/31/2024 - 1,979,743 Paycheck Protection Program loan - $ 121,400 - The issuing bank determined that this loan qualifies for loan forgiveness; however the Company is awaiting final approval from the Small Business Administration. 1 % 05/05/2025 70,872 91,114 Software License Agreement - $ 1,125,000 , for the purchase of software source code for use in our Security segment products N/A 06/03/2024 225,000 675,000 HDFC Bank Auto Loan - $ 28,331 , for the purchase of automobile at India office. Monthly payments of ₹ 65,179 ($ 784.89 as translated as of March 31, 2024). Automobile is collateral for this loan. 8.70 % 06/05/2027 26,486 - Total debt $ 22,468,090 $ 24,437,059 Less: Current maturities ( 914,170 ) ( 14,507,711 ) Long-term debt $ 21,553,920 $ 9,929,348 NOTE 21 – STOCKHOLDERS’ EQUITY Series 1 Preferred Stock The Company’s Series 1 Preferred Stock was suspended from the Nasdaq Capital Market on January 22, 2024. The Series 1 Preferred Stock is now quoted on the OTC Markets under the symbol “CETXP.” Nasdaq informed the Company that Nasdaq will complete the delisting by filing a Form 25 Notification of Delisting with the SEC following the lapse of applicable appeal periods. The Company does not intend to appeal the Panel’s decision. The Form 25 was filed on March 21, 2024. The deregistration of the Company’s Series 1 Preferred Stock under Section 12(b) of the Exchange Act will be effective for 90 days, or such shorter period as the SEC may determine, after filing of the Form 25. 24 During the six months ended March 31, 2024, 115,037 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred Stock. During the six months ended March 31, 2024, the Company has bought back 71,951 shares into treasury for $ 69,705 under the Share Repurchase Program approved on August 22, 2023, that allows the Company to repurchase shares of the Series 1 Preferred Stock through various means, including through privately negotiated transactions and through an open market program. As of March 31, 2024, and September 30, 2023, there were 2,408,053 and 2,293,016 shares of Series 1 Preferred Stock issued and 2,272,002 and 2,228,916 shares of Series 1 Preferred Stock outstanding, respectively. Common Stock During the six months ended March 31, 2024, 9,853 shares of the Company’s common stock have been issued in exchange for services valued at $ 40,000 . NOTE 22 – SHARE-BASED COMPENSATION For the three and six months ended March 31, 2024, and 2023, the Company recognized $ 7,558 and $ 26,735 and $ 15,116 and $ 66,577 of share-based compensation expense on its outstanding options, respectively. As of March 31, 2024, $ 48,189 of unrecognized share-based compensation expense is expected to be recognized over a period of two years. Future compensation amounts will be adjusted for any change in estimated forfeitures. During the six months ended March 31, 2024, no options were granted, cancelled, or forfeited. NOTE 23 – COMMITMENTS AND CONTINGENCIES From time to time, the Company and its subsidiaries are involved in legal proceedings that are incidental to the operation of our business. The Company continues to defend vigorously against all claims. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including assessment of the merits of the particular claim, as well as current accruals and insurance coverage, the Corporation does not expect that such legal proceedings will have a material adverse impact on its condensed consolidated financial statements. NOTE 24 – SUBSEQUENT EVENTS On April 5, 2024, 120,725 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred Stock. The holders of the Series 1 Preferred Stock are entitled to receive dividends at the rate of 10 % annually, based on the $ 10.00 per share Preference Amount, payable semiannually. On April 8, 2024, the Company issued an aggregate of 1,946 shares of common stock in exchange for services valued at $ 9,000 . On April 8, 2024, the Company cancelled 71,951 shares of Series 1 Preferred Stock that were in Treasury Stock. On April 13, 2024, the Company and CXR, Inc. agreed to structured payments on the first-year royalties with full payment being made by December 31, 2024. Standstill Agreement On April 30, 2024, the Company entered into a Standstill Agreement (the “Agreement”) with Streeterville Capital, LLC (“Streeterville”). Pursuant to the Agreement, Streeterville agreed not to seek to redeem any portion of its two outstanding notes with the Company, dated September 20, 2021 and February 22, 2022, for a period of one year (the “Standstill Period”) and Streeterville further agreed to extend the maturity dates on the notes to June 30, 2025 and February 22, 2026, respectively. In exchange, the Company agreed to pay to Streeterville the greater of $ 4,000,000 or fifty percent ( 50 %) of the net proceeds the Company receives from the sale of any of its common stock or preferred stock during the Standstill Period. Any payments made will be deemed payments under the notes. On May 6, 2024, the Company paid $ 4,588,897 pursuant to the Agreement. 25 Underwriting agreement and public offering On May 1, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (the “Underwriter”), in connection with a firm commitment underwritten public offering (the “Offering”) of (i) 554,705 units (the “Common Units”), each consisting of one share of common stock of the Company (“common stock”), a warrant to purchase one share of common stock at an exercise price of $.085 per share or pursuant to an alternative cashless exercise option (described below), which warrant will expire on the two-and-a-half year anniversary of the original issuance date (the “Series A Warrants”) and a warrant to purchase one share of common stock at an exercise price of $0.85 per share, which warrant will expire on the five-year anniversary of the original issuance date (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”); and (ii) 11,210,000 pre-funded units (the “Pre-funded Units” and together with the Common Units, the “Units”), each consisting of one pre-funded warrant to purchase one share of common stock (the “Pre-funded Warrants”), a Series A Warrant and a Series B Warrant. The purchase price of each Unit was $0.85, and the purchase price of each Pre-Funded Unit was $0.849 (which is equal to the public offering price per Common Unit to be sold in the Offering minus $0.001). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. In addition, the Company granted the Underwriter a 45-day option to purchase additional 1,764,705 shares of common stock and/or Pre-Funded Warrants, representing up to 15 % of the number of common stock and Pre-Funded Warrants sold in the Offering, and/or additional 1,764,705 Series A Warrants representing up to 15 % of the Series A Warrants sold in the Offering, and/or additional 1,764,705 Series B Warrants representing up to 15 % of the Series B Warrants sold in the Offering solely to cover over-allotments, if any. The Offering closed on May 3, 2024. An aggregate of 11,764,705 Units (which includes 554,705 shares of common stock) and 11,210,000 Pre-Funded Units (which includes 11,210,000 Pre-Funded Warrants) were sold in the Offering. On May 3, 2024, the Underwriter partially exercised its over-allotment option with respect to 1,764,705 Series A Warrants and 1,764,705 Series B Warrants. The aggregate gross proceeds to the Company were approximately $ 10,035,000 , before deducting underwriting discounts and other estimated expenses payable by the Company. Under the terms of the Underwriting Agreement, the Underwriter received an underwriting discount of 7.0% to the public offering price for the Units. In addition, the Company agreed to (a) pay a non-accountable expense allowance to the Underwriter equal to 0.5% of the gross proceeds received in this Offering and (b) to reimburse the Underwriter for certain out-of-pocket expenses, including, but not limited to, up to $100,000 for reasonable legal fees and disbursements for the Underwriter’s counsel. Right of First Refusal Subject to certain conditions, the Company has granted the Underwriter the right of first refusal with respect to certain transactions and for the duration described below. If, for the period beginning on the closing of the Offering and ending fifteen (15) months after the commencement of sales in the offering, the Company or any of its subsidiaries (a) decides to finance or refinance any indebtedness, the Underwriter (or any affiliate designated by the Underwriter) shall have the right to act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; or (b) decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other capital raising financing of equity, equity-linked or debt securities, the Underwriter (or any affiliate designated by the Underwriter) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. If the Underwriter or one of its affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees and terms for transactions of similar size and nature, including indemnification, which are appropriate to such a transaction. Notwithstanding the foregoing, the decision to accept the engagement shall be made by the Underwriter or one of its affiliates, by a written notice to the Company, within ten (10) days of the receipt of the Company’s notification of financing needs, including a detailed term sheet. The Underwriter’s determination of whether in any case to exercise its right of first refusal will be strictly limited to the terms on such term sheet, and any waiver of such right of first refusal shall apply only to such specific terms. If the Underwriter waives its right of first refusal, any deviation from such terms shall void the waiver and require the Company to seek a new waiver from the right of first refusal. 26 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Except for historical information contained in this report, the matters discussed are forward-looking statements that involve risks and uncertainties. When used in this report, words such as “anticipates”, “believes”, “could”, “estimates”, “expects”, “may”, “plans”, “potential” and “intends” and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. Among the factors that could cause actual results to differ materially are the following: the effect of business and economic conditions; the impact of competitive products and their pricing; unexpected manufacturing or supplier problems; the Company’s ability to maintain sufficient credit arrangements; changes in governmental standards by which our environmental control products are evaluated and the risk factors reported from time to time in the Company’s SEC reports, including its recent report on Form 10-K. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments. General Overview Cemtrex was incorporated in 1998 in the state of Delaware and has evolved through strategic acquisitions and internal growth into a leading multi-industry company. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Cemtrex” or “management” refer to Cemtrex, Inc. and its subsidiaries. The Company’s reporting segments consist of Security and Industrial Services. Additionally, the Company’s operational structure also reports unallocated corporate expenses. Security Cemtrex’s Security segment operates under the brand of its majority owned subsidiary, Vicon Industries, Inc. (“Vicon”), which provides end-to-end security solutions to meet the toughest corporate, industrial, and governmental security challenges. Vicon’s products include browser-based video monitoring systems and analytics-based recognition systems, cameras, servers, and access control systems for every aspect of security and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools, and federal and state government offices. Vicon provides innovative, mission critical security and video surveillance solutions utilizing Artificial Intelligence (AI) based data algorithms. Industrial Services Cemtrex’s Industrial Services segment operates under the brand, Advanced Industrial Services (“AIS”), which offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers. AIS installs high precision equipment in a wide variety of industrial markets like automotive, printing & graphics, industrial automation, packaging, and chemicals, among others. AIS is a leading provider of reliability-driven maintenance and contracting solutions for machinery, packaging, printing, chemical, and other manufacturing markets. The focus is on customers seeking to achieve greater asset utilization and reliability to cut costs and increase production from existing assets, including small projects, sustaining capital, turnarounds, maintenance, specialty welding services, and high-quality scaffolding. Significant Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based upon the accompanying unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Although these estimates are based on our knowledge of current events, our actual amounts and results could differ from those estimates. The estimates made are based on historical factors, current circumstances, and the experience and judgment of our management, who continually evaluate the judgments, estimates and assumptions and may employ outside experts to assist in the evaluations. 27 Certain of our accounting policies are deemed “significant”, as they are both most important to the financial statement presentation and require management’s most difficult, subjective, or complex judgments as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a discussion of our significant accounting policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended September 30, 2023. Results of Operations – For the three months ended March 31, 2024, and 2023 Revenues Our Security segment revenues for the three months ended March 31, 2024, decreased by $1,828,966 or 18% to $8,084,932 from $9,913,898 for the three months ended March 31, 2023. This decrease is due to the delay of multiple projects for the Security segment’s products and services. Our Industrial Services segment revenues for the three months ended March 31, 2024, increased by $2,915,164 or 47%, to $9,074,663 from $6,159,499, for the three months ended March 31, 2023. This increase is mainly due to increased demand for the segment’s services and the additional business from the Heisey acquisition completed during the fourth quarter of fiscal year 2023. Gross Profit Gross Profit for the three months ended March 31, 2024, was $6,939,416 or 40% of revenues as compared to gross profit of $7,338,481 or 46% of revenues for the three months ended March 31, 2023. Gross profit in our Security segment was $4,112,969 or 51% of the segment’s revenues for the three months ended March 31, 2024, as compared to gross profit of $5,120,081 or 52% of the segment’s revenues for the period ended March 31, 2023. Gross profit was down due to decreased revenues in the three months ended March 31, 2024, compared to the three months ended March 31, 2023. Gross profit in our Industrial Services segment was $2,826,447 or 31% of the segment’s revenues for the three months ended March 31, 2024, as compared to gross profit of $2,216,191 or 36% of the segment’s revenues for the period ended March 31, 2023. Gross profit as a percentage of revenues decreased due to lower margins related to Heisey acquisition related projects in the three months ended March 31, 2024, compared to the three months ended March 31, 2023. General and Administrative Expenses General and administrative expenses for the three months ended March 31, 2024, increased $1,701,890 or 32% to $7,020,157 from $5,318,267 for the three months ended March 31, 2023. The increase in general and administrative expenses is mainly related to increased sales and marketing activities including payroll, fringe benefits, legal expenses, insurance, travel as well as an increase in insurance, and repairs and maintenance expenses. Legal expenses for the three months ended March 31, 2024, include non-recurring expenses of $360,000. Research and Development Expenses Research and Development expenses for the three months ended March 31, 2024, were $951,400 compared to $1,615,341 for the three months ended March 31, 2023, a decrease of $663,941 or 41%. Research and Development expenses are primarily related to the Security Segment’s development of next generation solutions associated with security and surveillance systems software. Other Income/Expense Other expense for the three months ended March 31, 2024, was $448,039, as compared to $958,634 for the three months ended March 31, 2023. Other expense for the three months ended March 31, 2024, and 2023, was mainly driven by interest on the Company’s debt. Decreases in interest expense relate to $451,422 in deferral charges and $441,733 of amortization of original issue discounts in the three months ended March 31, 2023, that did not occur in the current period. 28 Provision for Income Taxes During the three months ended March 31, 2024 and 2023, the Company had income tax expense from continuing operations of $ 100,004 and $0, respectively. The provision for income tax is based upon the current income tax from the Company’s various U.S. and international subsidiaries that are subject to their respective income tax jurisdictions and the Company’s current ability to utilize net loss carryforwards. Income/(loss) from Discontinued Operations For the three months ended March 31, 2024 and 2023, the Company had income on discontinued operations, net of tax of $10,463, and $14,232, respectively. This income is mainly related to the recognition of the royalties due from CXR, Inc. Results of Operations – For the six months ended March 31, 2024, and 2023 Revenues Our Security segment revenues for the six months ended March 31, 2024, increased by $334,091 or 2% to $17,252,733 from $16,918,642 for the six months ended March 31, 2023. This increase is due to an increased demand for the Security segment’s products and services. Our Industrial Services segment revenues for the six months ended March 31, 2024, increased by $5,660,031 or 51%, to $16,785,028 from $11,124,997 for the six months ended March 31, 2023. This increase is mainly due to increased demand for the segment’s services and the additional business from the Heisey acquisition completed during the fourth quarter of fiscal year 2023. Gross Profit Gross Profit for the six months ended March 31, 2024, was $14,021,815 or 41% of revenues as compared to gross profit of $12,831,096 or 44% of revenues for the six months ended March 31, 2023. Gross profit in our Security segment was $8,629,916 or 50% of the segment’s revenues for the six months ended March 31, 2024, as compared to gross profit of $8,523,771 or 50% of the segment’s revenues for the six-month period ended March 31, 2023. Gross profit as a percentage of revenues remained constant in the six months ended March 31, 2024, compared to the six months ended March 31, 2023. Gross profit in our Industrial Services segment was $5,391,899 or 32% of the segment’s revenues for the six months ended March 31, 2024, as compared to gross profit of $3,855,116 or 35% of the segment’s revenues for the six-month period ended March 31, 2023. Gross profit as a percentage of revenues decreased due to lower margins related to Heisey acquisition related projects in the six months ended March 31, 2024, compared to the six months ended March 31, 2023. General and Administrative Expenses General and administrative expenses for the six months ended March 31, 2024, increased $3,509,518 or 33% to $13,992,123 from $10,482,605 for the six months ended March 31, 2023. The increase in general and administrative expenses is mainly related to increased payroll, fringe benefits, insurance, professional fees and travel. Increases in payroll include approximately $680,000 in severance and bonus payments. Legal expenses for the six months ended March 31, 2024, include non-recurring expenses of $360,000. Research and Development Expenses Research and Development expenses for the six months ended March 31, 2024, were $1,800,205 compared to $3,445,054 for the six months ended March 31, 2023, a decrease of $1,644,849 or 48%. Research and Development expenses are primarily related to the Security Segment’s development of next generation solutions associated with security and surveillance systems software. 29 Other Income/Expense Other expense for the six months ended March 31, 2024, was $953,311, as compared to $2,103,951 for the six months ended March 31, 2023. Other expense for the six months ended March 31, 2024, and 2023, was mainly driven by interest on the Company’s debt. Decreases in interest expense relate to $673,253 in deferral charges and $841,800 of amortization of original issue discounts in the six months ended March 31, 2023, that did not occur in the current period. Provision for Income Taxes During the six months ended March 31, 2024 and 2023, the Company had income tax expense from continuing operations of $ 170,755 and $0. The provision for income tax is based upon the current income tax from the Company’s various U.S. and international subsidiaries that are subject to their respective income tax jurisdictions and the Company’s current ability to utilize net loss carryforwards. Income/(loss) from Discontinued Operations For the six months ended March 31, 2024, the Company had income on discontinued operations, net of tax of $20,955. This income is mainly related to the recognition of the royalties due from CXR, Inc. Losses on discontinued operations for the six months ended March 31, 2023, were $3,225,389 attributable to the operations and sale of the Cemtrex brands discussed in Note 3 to the financial statements included herein. Effects of Inflation The Company’s business and operations have been affected by inflation during the periods for which financial information is presented. In response, the Company has instituted price increases and initiated cost-saving measures to mitigate the effects of inflation on operations. Liquidity and Capital Resources Working capital was $10,300,384 at March 31, 2024, compared to working capital of $1,948,923 at September 30, 2023. This includes cash and equivalents and restricted cash of $4,088,536 at March 31, 2024, and $6,349,562 at September 30, 2023. The increase in working capital was primarily due to the Company’s entry into a standstill agreement on two notes extending the maturity date and holding redemptions for a period of one year. Cash used by operating activities for continuing operations for the six months ended March 31, 2024, and 2023 was $2,752,236 and $5,383,060, respectively. Cash provided by operating activities for discontinued operations for the six months ended March 31, 2023, was $2,488,144. Our negative operating cash flow was mainly the result of our net loss combined with operating changes in trade receivables. Trade receivables increased by $2,326,185 or 25% to $11,535,880 at March 31, 2024, from $9,209,695 at September 30, 2023. The increase in trade receivables is attributable to increased sales in the Industrial Services segment. Cash used by investing activities for continuing operations for the six months ended March 31, 2024, was $455,308 compared to $252,706 used for the six months ended March 31, 2023. Investing activities for the six months ended March 31, 2024, were driven by the Company’s purchase of property and equipment and investment in Masterpiece VR. Investing activities for the six months ended March 31, 2023, were driven by the Company’s purchase of property and equipment. Cash provided by financing activities for the six months ended March 31, 2024, was $1,250,540 compared to using cash of $920,127 for the six months ended March 31, 2023. Financing activities were primarily driven by proceeds and payments on the Company’s revolving line of credit and payments on its secured debt. Financing activities for the six months ended March 31, 2023, were primarily driven by payments on the Company’s debt. 30 While current debt indicates a substantial doubt regarding the Company’s ability to continue as a going concern, the Company has historically, from time to time, satisfied and may continue to satisfy certain short-term liabilities through the issuance of common stock, thus reducing our cash requirement to meet our operating needs. The Company has $2,916,120 in cash and cash equivalents as of March 31, 2024. Additionally, the Company has (i) secured a line of credit for its Vicon brand to fund operations, which as of March 31, 2024, has available capacity of $980,766, (ii) continually reevaluated its pricing model on our Vicon brand to improve margins on those products, (iii) entered into an underwriting agreement in connection with underwritten public offering, the aggregate gross proceeds to the Company were approximately $10,035,000, before deducting underwriting discounts and other estimated expenses payable by the Company, and (iv) entered into a Standstill Agreement with Streeterville Capital, LLC (“Streeterville”) in which Streeterville agreed not to seek to redeem any portion of its two outstanding notes with the Company for a period of one year expiring on April 30, 2025, in exchange, the Company agreed to pay to Streeterville the greater of $4,000,000 or fifty percent (50%) of the net proceeds the Company receives from the sale of any of its common stock or preferred stock during the Standstill Period. In the event additional capital is raised through equity offerings and/or debt is satisfied with equity, it may have a dilutive effect on our existing stockholders. While the Company believes these plans if successful, would be sufficient to meet the capital demands of our current operations for at least the next twelve months, there is no guarantee that we will succeed. Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our working capital needs. The Company currently does not have adequate cash or available liquidity/available capacity on our lines of credit to meet our short or long-term needs. Absent an ability to raise additional outside capital and restructure or refinance all or a portion of our debt, the Company will be unable to meet its obligations as they become due over the next twelve months beyond the issuance date. Each segment of the Company’s operations has positioned itself for growth and the Company’s long-term objectives include, increasing marketing and sales for the Company’s products and services in each segment, increasing the Company’s presence through collaboration partnerships in each segment and through strategic acquisitions of complementary businesses for each segment. These long-term objectives will require sufficient cash to complete, and the Company expects to fund these objectives with cash on hand, issuance of debt, and from proceeds from the sale of the Company’s securities, which may not be sufficient to fully implement our growth initiatives. The condensed consolidated financial statements do not include any adjustments relating to this uncertainty. 31 Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures reporting as promulgated under the Exchange Act is defined as controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our CEO and our CFO have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024. Based on their evaluation, our management has concluded that as of March 31, 2024, our disclosure controls and procedures were effective. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that occurred during the six months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitations on the Effectiveness of Controls Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. 32 Part II Other Information Item 1. Legal Proceedings. None. Item 1A. Risk Factors See Risk Factors included in our Annual Report on Form 10-K filed with the SEC on December 28, 2023. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. During the six months ended March 31, 2024, 9,853 shares of the Company’s common stock have been issued in exchange for services valued at $40,000. Subsequent to the reporting period, on April 8, 2024, the Company issued an aggregate of 1,946 shares of common stock in exchange for services valued at $9,000. Such shares were issued pursuant to the exemption contained under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures N/A Item 5. Other Information None. 33 Item 6. Exhibits Exhibit Incorporated by Reference Filed or Furnished Number Exhibit Description Form Filing Date Herewith 2.1 Stock Purchase Agreement, dated December 15, 2015 Form 8-K/A 09/26/2016 3.1 Certificate of Incorporation filed with the State of Delaware. Form 10-12G 05/22/2008 3.2 Bylaws Form 10-12G 05/22/2008 3.3 Amendment to Certificate of Incorporation Form 10-12G 05/22/2008 3.4 Amendment to Certificate of Incorporation Form 10-12G 05/22/2008 3.5 Amendment to Certificate of Incorporation Form 10-12G 05/22/2008 3.6 Amendment to Certificate of Incorporation Form 10-12G 05/22/2008 3.7 Amendment to Certificate of Incorporation Form 8-K 08/22/2016 3.8 Certificate of Designation of the Series A Preferred Shares Form 8-K 09/10/2009 3.9 Certificate of Designation of the Series 1 Preferred Shares Form 8-K 01/24/2017 3.10 Amendment to Certificate of Incorporation Form 8-K 0 9/08/2017 3.11 Certificate of Correction to the Certificate of Amendment Form 8-K 06/12/2019 3.12 Amended Certificate of Designation of the Series 1 Preferred Shares Form 8-K 0 4/01/2020 3.13 Amendment to Certificate of Incorporation Form 10-K 0 1/05/2021 3.14 Certificate of Correction to the Certificate of Amendment Form 10-Q 05/28/2021 3.15 Amendment to Certificate of Incorporation Form 8-K 01/20/2023 4.1 Form of Subscription Rights Certificate Form S-1 08/29/2016 4.2 Form of Series 1 Preferred Stock Certificate Form S-1/A 11/23/2016 4.3 Form of Series 1 Warrant Form S-1/A 12/07/2016 4.4 Form of Common Stock Purchase Warrant Form 8-K 03/22/2019 4.5 Form of Prefunded Warrant Form S-1/A 04/30/2024 4.6 Form of Series A Common Stock Purchase Warrant Form S-1/A 04/30/2024 4.7 Form of Series B Common Stock Purchase Warrant Form S-1/A 04/30/2024 5.1 Opinion of the Doney Law Firm Form S-1/A 04/30/2024 10.1 Amendment of the Term Loan Agreement between Vicon and NIL Funding, dated March 3, 2023 Form 10-Q 05/11/2023 10.2 Amendment to Loan Documents Between Advanced Industrial Services, Inc. and Fulton Bank, N.A. Form 10-Q 05/11/2023 10.3 Amendment to Promissory Note Between Cemtrex, Inc. and Streeterville Capital, LL Form 10-Q 05/11/2023 10.4 Securities Purchase Agreement dated June 1, 2020 Form 8-K 0 6/04/2020 10.5 Securities Purchase Agreement dated June 9, 2020 Form 8-K 06/12/2020 10.6 Settlement Agreement and Release between Cemtrex, Inc. and Aron Govil dated February 26, 2021 Form 8-K 02/26/2021 10.7 Securities Purchase Agreement dated February 22, 2022 Form 10-Q 05/16/2022 10.8 Amendment of the Term Loan Agreement between Vicon and NIL Funding, dated March 30, 2022 Form 10-Q 05/16/2022 10.9 Asset Purchase agreement between Cemtrex, Inc. and Saagar Govil, dated November 22, 2022 Form 8-K 11/29/2022 10.1 Asset Purchase agreement between Cemtrex, Inc. and Saagar Govil, dated November 22, 2022 Form 8-K 11/29/2022 10.11 Simple Agreement for Future Equity (SAFE) between Cemtrex, Inc. and Saagar Govil, dated November 18, 2022 Form 8-K 11/29/2022 10.12 2020 Equity Compensation Plan Form S-8 08/17/2020 10.13 Asset Purchase Agreement, dated as of June 7, 2023 Form 8-K 12/06/2023 10.14 Form of Lock-Up Agreement Form S-1/A 04/30/2024 10.15 Form of Underwriting Agreement Form S-1/A 04/30/2024 31.1 Certification of Chief Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Interim Chief Financial Officer and Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002. X 32.2 Certification of Interim Chief Financial Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002. X 99.1 Order pursuant to Section 8A of the Securities Act – dated September 30, 2022. Form 8-K 10/04/2022 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X 34 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Cemtrex, Inc. Dated: May 14, 2024 By: /s/ Saagar Govil . Saagar Govil Chief Executive Officer Dated: May 14, 2024 /s/ Paul J. Wyckoff . Paul J. Wyckoff Interim Chief Financial Officer and Principal Financial Officer 35