What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-12-30 compared with 2023-12-28 · 1531 added, 1365 removed, 1139 unchanged (72% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

maintain “ disclosure controls and procedures, ” as

defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange

Act ” ), that are designed to ensure that information required to

be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time

periods specified in the Commission ’ s rules and forms, and that

such information is accumulated and communicated to our management, including our principal executive officer and principal financial

officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls

and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide

only reasonable assurance of achieving the desired control objectives, and we necessarily are required to apply our judgment in evaluating

the cost-benefit relationship of possible disclosure controls and procedures.

Based on an evaluation under the

supervision and with the participation of our management, our principal executive officer and principal financial officer have concluded

that our disclosure controls and procedures were effective as of September 30, 2023.

Management’s Annual Report on Internal Control

Controls and Procedures

maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us

in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified

in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our

principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no

matter how well conceived and operated, can provide only reasonable assurance of achieving the desired control objectives, and we necessarily

are required to apply our judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

on an evaluation under the supervision and with the participation of our management, our principal executive officer and principal financial

officer have concluded that our disclosure controls and procedures were effective as of September 30, 2024.

Annual Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our internal control system was designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with GAAP.

of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements.

Additionally,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

management, including our principal executive officer and principal accounting officer, conducted an evaluation of the effectiveness

of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (“COSO”) in Internal Control—Integrated Framework (2013).

Based on its evaluation, our management concluded

that as of September 30, 2024, that our internal control over financial reporting were effective and there are no material weaknesses

in our internal control over financial reporting.

annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

over financial reporting.

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f)

of the Exchange Act.

Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes, in accordance with GAAP.

Because of inherent limitations, a system

of internal control over financial reporting may not prevent or detect misstatements.

Additionally, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

management, including our principal executive officer and principal accounting officer, conducted an evaluation of the effectiveness of

our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission ( “ COSO ” )

in Internal Control—Integrated Framework (2013).

Based on its evaluation, our management concluded that as of September 30, 2023,

that our internal control over financial reporting were effective and there are no material weaknesses in our internal control over financial

annual report does not include an attestation report of the Company ’ s

registered public accounting firm regarding internal control over financial reporting.

Management ’ s

report was not subject to attestation by the Company ’ s registered

public accounting firm pursuant to Commission rules that permit the Company to provide only management ’ s

report in this annual report.

This report shall not be deemed

to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated

by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language

in such filing.

Changes in Internal Control Over Financial Reporting

During the years ended September

30, 2023, and 2022, the Company engaged a third-party accounting firm to assist with entity level controls around the review of period-end

reporting processes, accounting policies and public disclosures that is reasonably likely to materially affect our internal control over

financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting

firm pursuant to Commission rules that permit the Company to provide only management’s report in this annual report.

report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that

section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless

of any general incorporation language in such filing.

in Internal Control Over Financial Reporting

the years ended September 30, 2024, and 2023, the Company engaged a third-party accounting firm to assist with entity level controls

around the review of period-end reporting processes, accounting policies and public disclosures that is reasonably likely to materially

affect our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS

AND CORPORATE GOVERNANCE

Directors and Executive Officers of the Registrant

As of the date of this Annual Report, the members

of our Board of Directors and Executive Officers are:

Name and Address

Positions and Offices

Chairman of the Board of Directors,President,

276 Greenpoint Avenue, Suite 208

Chief Executive Officer, & Director

Brooklyn, NY 11222

Interim Chief Financial Officer

276 Greenpoint Avenue, Suite 208

Brooklyn, NY 11222

276 Greenpoint Avenue, Suite 208

Brooklyn, NY 11222

Manpreet Singh

276 Greenpoint Avenue, Suite 208

Brooklyn, NY 11222

Metodi Filipov

276 Greenpoint Avenue, Suite 208

Brooklyn, NY 11222

Principal Occupations and Business Experience of Directors and Executive

The following is a brief account of the business experience

of the Company’s directors:

Saagar Govil is the Company’s

Chairman since June 2014, and the Chief Executive Officer and President since December 2011.

He has been working at Cemtrex since 2008,

initially as a field engineer, subsequently moving into sales, and management roles as Vice President of Operations.

Saagar was recently

recognized as a Forbes’ 30 Under 30 in 2016, Business Insiders #17 on Top 100 of Silicon Alley in 2015, and Top 40 Under 40 by Stony

Brook University in 2014.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

and Executive Officers of the Registrant

of the date of this Annual Report, the members of our Board of Directors and Executive Officers are:

of the Board of Directors,President,

Executive Officer, & Director

Chief Financial Officer

Occupations and Business Experience of Directors and Executive Officers

following is a brief account of the business experience of the Company’s directors and officers:

Govil is the Company’s Chairman since June 2014, and the Chief Executive Officer and President since December 2011.

working at Cemtrex since 2008, initially as a field engineer, subsequently moving into sales, and management roles as Vice President

of Operations.

Saagar was recently recognized as a Forbes’ 30 Under 30 in 2016, Business Insiders #17 on Top 100 of Silicon Alley

in 2015, and Top 40 Under 40 by Stony Brook University in 2014.

Saagar Govil has a B.E.

in Materials Engineering from Stony Brook University and completed the PLD program at

Harvard Business School.

Wyckoff was appointed

Cemtrex’s Interim Chief Financial Officer on January 28, 2021, where he is responsible for the Company’s financial planning,

accounting, tax, and business process functions.

Wyckoff has been with Cemtrex since March of 2014 when he joined as the Manager of

Financial Reporting and since January of 2019 has served as the Company’s Corporate Controller.

Prior to joining Cemtrex, Mr.

was the Controller at Vaso Corporation (formerly Vasomedical, Inc.) a medical device distribution company based in Plainview, NY.

in Materials Engineering from Stony Brook University

and completed the PLD program at Harvard Business School.

Wyckoff was appointed Cemtrex’s Interim Chief Financial Officer on January 28, 2022, where he is responsible for the Company’s

financial planning, accounting, tax, and business process functions.

Wyckoff has been with Cemtrex since March of 2014 when he joined

as the Manager of Financial Reporting and since January of 2019 has served as the Company’s Corporate Controller.

Prior to joining

Wyckoff was the Controller at Vaso Corporation (formerly Vasomedical, Inc.) a medical device distribution company based

in Plainview, NY.

Wyckoff has over 20 years of private accounting experience and holds a B.S.

in Accounting from SUNY College at Old Westbury.

Brian Kwon was appointed to the

as a director on September 28, 2021 and is presently the President and Chief Procurement Officer of H Mart.

Brian has extensive operations

experience in purchasing, distribution, logistics, IT, HR, and e-commerce from his time at H-Mart.

Brian has completed the Harvard Business

School General Management Program.

Manpreet Singh was appointed

as a director on November 1, 2021 and is currently the founder and Chief Investment Officer of Singh Capital Partners (SCP), a multifamily

office that directs investments into venture capital, real estate, and growth equity.

SCP invests capital on behalf of Fortune 500 CXOs,

Unicorn founders and operators and has executed investments in North America, Europe and Asia.

He serves on the numerous non-profit and

private company boards including AcquCo, US Inspect, Embrace Software, Snowball Industries, Shukr Investments, Suburban Hospital (John

Hopkins Medicine) and Dingman Center at the Smith School of Business.

He is a CFA charterholder and Manpreet received his MBA from the

Wharton School of Business in Entrepreneurship, Finance, and Real Estate.

in Accounting from SUNY College at

Old Westbury.

Kwon was appointed to the as a director on September 28, 2021 and is presently the President and Chief Procurement Officer of H Mart.

Brian has extensive operations experience in purchasing, distribution, logistics, IT, HR, and e-commerce from his time at H-Mart.

has completed the Harvard Business School General Management Program.

Singh was appointed as a director on November 1, 2021 and is currently the founder and Chief Investment Officer of Singh Capital Partners

(SCP), a multifamily office that directs investments into venture capital, real estate, and growth equity.

SCP invests capital on behalf

of Fortune 500 CXOs, Unicorn founders and operators and has executed investments in North America, Europe and Asia.

He serves on the

numerous non-profit and private company boards including AcquCo, US Inspect, Embrace Software, Snowball Industries, Shukr Investments,

Suburban Hospital (John Hopkins Medicine) and Dingman Center at the Smith School of Business.

He is a CFA charterholder and Manpreet

received his MBA from the Wharton School of Business in Entrepreneurship, Finance, and Real Estate.

He also holds a B.S.

in Finance with a citation in Entrepreneurship

from the University of Maryland, College Park.

Singh’s extensive knowledge of finance allow him to make valuable contributions

to the Board.

Metodi Filipov was appointed to

the Board on February 9, 2018 and is an entrepreneur and technology executive with over 25 years of experience creating, operating and

driving growth for technology companies.

He has a proven track record of identifying business opportunities and building compelling products.

in Finance with

a citation in Entrepreneurship from the University of Maryland, College Park.

Singh’s extensive knowledge of finance allow

him to make valuable contributions to the Board.

Filipov was appointed to the Board on February 9, 2018 and is an entrepreneur and technology executive with over 25 years of experience

creating, operating and driving growth for technology companies.

He has a proven track record of identifying business opportunities and

building compelling products.

Metodi was formerly VP of Operations at Cemtrex from 2008 to 2010.

After Cemtrex, Mr.

Filipov served as Managing Director of Bianor, a

mobile consulting company providing solutions for enterprise clients.

There, he led the development and implementation of innovative mobile

products in industries including aviation, pharmaceutical and entertainment.

Metodi co-founded Flipps Media, an OTT video distribution

platform positioned to be an alternative to traditional cable pay-per-view systems.

Before Bianor, he served as product lead for Raritan,

a data center technology organization, where he was an integral part of the transition team that led the company to becoming a global

IT service management solutions provider.

Filipov served as

Managing Director of Bianor, a mobile consulting company providing solutions for enterprise clients.

There, he led the development and

implementation of innovative mobile products in industries including aviation, pharmaceutical and entertainment.

Metodi co-founded Flipps

Media, an OTT video distribution platform positioned to be an alternative to traditional cable pay-per-view systems.

Before Bianor, he

served as product lead for Raritan, a data center technology organization, where he was an integral part of the transition team that

led the company to becoming a global IT service management solutions provider.

Prior to joining Raritan, Mr.

Filipov served as VP of Operations at ISS, a security products

There, he successfully managed product development and contract manufacturing across continents.

Filipov has extensive experience

delivering superior solutions with a focus on optimized efficiency and productivity.

Each director of the Company serves

for a term of one year or until the successor is elected at the Company’s annual shareholders’ meeting and is qualified, subject

to removal by the Company’s shareholders.

Each officer serves, at the pleasure of the board of directors, for a term of one year

and until the successor is elected at the annual meeting of the board of directors and is qualified.

Meetings of the Board of Directors

During the fiscal year ended

September 30, 2023, the Board of Directors held four meetings.

Involvement in Certain Legal Proceedings

During the past 10 years, other

than as set forth below, none of our current directors, nominees for directors or current executive officers has been involved in any

legal proceeding identified in Item 401(f) of Regulation S-K, including:

Any petition under the Federal

bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court

for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before

the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years

before the time of such filing;

Any conviction in a criminal

proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order,

judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily

enjoining him or her from, or otherwise limiting, the following activities:

Acting as a futures commission

merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other

person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser,

underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings

and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

Engaging in any type of business

Engaging in any activity

in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities

laws or Federal commodities laws;

Being subject to any order,

judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise

limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission,

securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity;

Being found by a court of competent

jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action

or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Being found by a court of competent

jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment

in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Being subject to, or a party

to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated,

relating to an alleged violation of:

Any Federal or State securities

or commodities law or regulation;

Any law or regulation respecting

financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement

or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

Any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

Being subject to, or a party

to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section

3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange

Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members

or persons associated with a member.

See subsection titled “Settlement

with the Securities and Exchange Commission” under Item 1.

Business of this Annual Report on Form 10-K, which is incorporated herein

by reference.

Committees of the Board

Our Board of Directors currently

has one standing committee:

Filipov served as VP of

Operations at ISS, a security products company.

There, he successfully managed product development and contract manufacturing across

Filipov has extensive experience delivering superior solutions with a focus on optimized efficiency and productivity.

director of the Company serves for a term of one year or until the successor is elected at the Company’s annual shareholders’

meeting and is qualified, subject to removal by the Company’s shareholders.

Each officer serves, at the pleasure of the board of

directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors and is qualified.

of the Board of Directors

the fiscal year ended September 30, 2024, the Board of Directors held four meetings.

in Certain Legal Proceedings

the past 10 years, other than as set forth below, none of our current directors, nominees for directors or current executive officers

has been involved in any legal proceeding identified in Item 401(f) of Regulation S-K, including:

Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar

officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner

at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive

officer at or within two years before the time of such filing;

Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other

minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage

transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,

or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment

company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection

with such activity;

Engaging in any type of business practice;

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of

Federal or State securities laws or Federal commodities laws;

Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring,

suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity

Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any

such activity;

Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law,

and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any

Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently

reversed, suspended or vacated;

Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently

reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation;

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or

prohibition order;

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of

the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary

authority over its members or persons associated with a member.

subsection titled “Settlement with the Securities and Exchange Commission” under Item 1.

Business of this Annual Report on

Form 10-K, which is incorporated herein by reference.

Board of Directors currently has one standing committee:

The Audit Committee.

Compensation Committee

As a “Controlled Company”

as such term is defined under NASDAQ Listing Rule 5615, the Company is not required to have a Compensation Committee.

Audit Committee

The Audit Committee, which has

been established in accordance with requirements of Section 3(a)(58)(A) of the Exchange Act, is comprised of the following independent

a “Controlled Company” as such term is defined under NASDAQ Listing Rule 5615, the Company is not required to have a Compensation

Audit Committee, which has been established in accordance with requirements of Section 3(a)(58)(A) of the Exchange Act, is comprised

of the following independent directors:

Metodi Filipov (Chair), Brian Kwon, and Manpreet Singh.

The Board of Directors has determined that each member of the Audit

(i) is independent, (ii) meets the financial literacy requirements of the Nasdaq Rules, and (iii) meets the enhanced independence

standards established by the SEC.

The Board of Directors has determined

that each member of the Audit Committee:

(i) is independent, (ii) meets the financial literacy requirements of the Nasdaq Rules, and

(iii) meets the enhanced independence standards established by the SEC.

In addition, the Board has determined that Mr.

Filipov qualifies as an “audit committee financial

expert” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Exchange Act by the SEC.

The Audit Committee is primarily

concerned with the integrity of our financial statements, the independence, qualifications and performance of our independent registered

public accounting firm, and our compliance with legal requirements.

The Audit Committee operates under a written charter approved by the

Board of Directors and the Audit Committee that reflects standards and requirements adopted by the SEC and NASDAQ.

As indicated in its charter,

the Audit Committee’s duties include selecting and engaging our independent registered public accounting firm;

reviewing the scope

of the audit to be conducted by our independent registered public accounting firm;

overseeing our independent registered public accounting

firm and reviewing the results of its audit;

reviewing our financial reporting processes, including the accounting principles and practices

followed and the financial information provided to shareholders and others;

overseeing our internal control over financial reporting and

disclosure controls and procedures;

Filipov qualifies

as an “audit committee financial expert” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under

the Exchange Act by the SEC.

Audit Committee is primarily concerned with the integrity of our financial statements, the independence, qualifications and performance

of our independent registered public accounting firm, and our compliance with legal requirements.

The Audit Committee operates under

a written charter approved by the Board of Directors and the Audit Committee that reflects standards and requirements adopted by the

SEC and NASDAQ.

indicated in its charter, the Audit Committee’s duties include selecting and engaging our independent registered public accounting

reviewing the scope of the audit to be conducted by our independent registered public accounting firm;

overseeing our independent

registered public accounting firm and reviewing the results of its audit;

reviewing our financial reporting processes, including the

accounting principles and practices followed and the financial information provided to shareholders and others;

overseeing our internal

control over financial reporting and disclosure controls and procedures;

and serving as our legal compliance committee.

Nomination of Directors

The Company does not currently

have a standing nominating committee or a formal nominating committee charter.

As a “Controlled Company” as such term is defined

by NASDAQ Listing Rule 5615 the Company is not required to have a Nominating Committee.

Currently, the independent members of the Board

Kwon, Singh, Wagner, and Filipov), rather than a nominating committee, approve or recommend to the full Board those persons to

be nominated.

The Board believes that the current method of nominating directors is appropriate because it allows each independent board

member input into the nomination process and does not unnecessarily restrict the input that might be provided from an independent director

who could be excluded from a committee.

Company does not currently have a standing nominating committee or a formal nominating committee charter.

As a “Controlled Company”

as such term is defined by NASDAQ Listing Rule 5615 the Company is not required to have a Nominating Committee.

Currently, the independent

members of the Board (Messrs.

Kwon, Singh, Wagner, and Filipov), rather than a nominating committee, approve or recommend to the full

Board those persons to be nominated.

The Board believes that the current method of nominating directors is appropriate because it allows

each independent board member input into the nomination process and does not unnecessarily restrict the input that might be provided

from an independent director who could be excluded from a committee.

Currently, three of the five Directors are independent.

Furthermore, the Board has adopted by

resolution a director nomination policy.

The purpose of the policy is to describe the process by which candidates for inclusion in the

Company’s recommended slate of director nominees are selected.

The director nomination policy is administered by the Board.

of the benefits that would otherwise come from a written committee charter are provided by this policy.

In the ordinary course, absent

special circumstances or a change in the criteria for Board membership, the incumbent directors who continue to be qualified for Board

service and are willing to continue as directors are re-nominated.

If the Board thinks it is in the best interest of the Company to nominate

a new individual for director in connection with an annual meeting of shareholders, or if a vacancy occurs between annual shareholder

meetings, the Board will seek potential candidates for Board appointments who meet the criteria for selection as a nominee and have the

specific qualities or skills being sought.

Director candidates will be selected based on input from members of the Board, senior management

of the Company and, if deemed appropriate, a third-party search firm.

Candidates for Board membership

must possess the background, skills and expertise to make significant contributions to the Board, to the Company and its shareholders.

the Board has adopted by resolution a director nomination policy.

The purpose of the policy is to describe the process by which candidates

for inclusion in the Company’s recommended slate of director nominees are selected.

The director nomination policy is administered

by the Board.

Many of the benefits that would otherwise come from a written committee charter are provided by this policy.

the ordinary course, absent special circumstances or a change in the criteria for Board membership, the incumbent directors who continue

to be qualified for Board service and are willing to continue as directors are re-nominated.

If the Board thinks it is in the best interest

of the Company to nominate a new individual for director in connection with an annual meeting of shareholders, or if a vacancy occurs

between annual shareholder meetings, the Board will seek potential candidates for Board appointments who meet the criteria for selection

as a nominee and have the specific qualities or skills being sought.

Director candidates will be selected based on input from members

of the Board, senior management of the Company and, if deemed appropriate, a third-party search firm.

for Board membership must possess the background, skills and expertise to make significant contributions to the Board, to the Company

and its shareholders.

Desired qualities to be considered include substantial experience in business or administrative activities;

breadth of knowledge about

issues affecting the Company;

of knowledge about issues affecting the Company;

and ability and willingness to contribute special competencies to Board activities.

The Board of Directors intends

to review the director nomination policy from time to time to consider whether modifications to the policy may be advisable as the Company’s

needs and circumstances evolve, and as applicable legal or listing standards change.

The Board may amend the director nomination policy

The Board will consider director

candidates recommended by shareholders and will evaluate such director candidates in the same manner in which it evaluates candidates

recommended by other sources, as described above.

Recommendations must be in writing and mailed to Cemtrex, Inc., 135 Fell Ct.

NY 11788, Attention:

Corporate Secretary, and include all information regarding the candidate as would be required to be included in a

proxy statement filed pursuant to the proxy rules promulgated by the SEC if the candidate were nominated by the Board of Directors (including

such candidate’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

shareholder giving notice must provide (i) his or her name and address, as they appear on the Company’s books, and (ii) the number

of shares of the Company which are beneficially owned by such shareholder.

The Company may require any proposed nominee to furnish such

other information it may require to be set forth in a shareholder’s notice of nomination which pertains to the nominee.

Director Compensation

The members of the Board receive

quarterly compensation of $5,000 and stock options.

Additionally, we reimburse our directors for expenses incurred in connection with

attending board meetings.

Insider Trading Policy

We recognize that the Company’s

executive officers and directors may sell shares from time to time in the open market to realize value to meet financial needs and diversify

their holdings, particularly in connection with exercises of stock options.

All such transactions are required to comply with the Company’s

insider trading policy.

Section 16 (a) Beneficial Ownership Reporting Compliance of the Securities

Section 16(a) of the Exchange

Act requires directors, executive officers and persons who beneficially own more than 10% of our common stock (collectively, “Reporting

Persons”) to file initial reports of ownership and reports of changes in ownership of our common stock with the SEC.

Reporting Persons

are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

To our knowledge, based solely on our

review of the copies of such reports received or written representations from certain Reporting Persons that no other reports were required,

we believe that during the year ended September 30, 2023, all Reporting Persons timely complied with all applicable filing requirements,

except for one Form 4 report by Mr.

Govil that was filed late.

Communications with Directors

Shareholders, associates of the

Company and other interested parties may communicate directly with the Board of Directors, with the non-management Directors or with a

specific Board member, by writing to the Board (or the non-management Directors or a specific Board member) and delivering the communication

in person or mailing it to:

Board of Directors, Privileged and Confidential, c/o Saagar Govil, CEO, Cemtrex, Inc., 135 Fell Ct.

Correspondence will be discussed at the next scheduled meeting of the Board of Directors, or as indicated by the urgency of

From time to time, the Board of Directors may change the process by which shareholders may communicate with the Board of Directors

or its members.

Any changes in this process will be posted on the Company’s website or otherwise publicly disclosed.

Corporate Governance

The Company has an ongoing commitment

to good governance and business practices.

In furtherance of this commitment, we regularly monitor, and are briefed by outside counsel

on, developments in the area of corporate governance and securities law and review our policies and procedures in light of such developments.

We comply with the rules and regulations promulgated by the SEC and implement other corporate governance practices we believe are in the

best interests of the Company and the shareholders.

Code of Ethics

We have adopted a code of ethics

as of June 28, 2016, that applies to our principal executive officer, principal financial officer, as well as our employees.

Our standards

are in writing and are posted on our website.

The following is a summation of the key points of the Code of Ethics we adopted:

Honest and ethical

conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

Full, fair, accurate,

timely, and understandable disclosure reports and documents that a small business issuer files with, or submits to, the Commission and

in other public communications made by our Company;

Full compliance with

applicable government laws, rules and regulations;

The prompt internal

reporting of violations of the code to an appropriate person or persons identified in the code;

Accountability for

adherence to the code.

Board Leadership and Structure

Saagar Govil, our Chief Executive

Officer, also serves as Chairman of the Board of Directors.

The Board believes that the Company and its shareholders are best served by

having the Chief Executive Officer also serve as Chairman of the Board.

The Board also believes that this structure is appropriate in

light of the size of our Company and corresponding size of our Board and the complexity of our business.

We believe that Mr.

best positioned to develop agendas that ensure that our Board’s time and attention are focused on the matters that are most critical

Board of Directors intends to review the director nomination policy from time to time to consider whether modifications to the policy

may be advisable as the Company’s needs and circumstances evolve, and as applicable legal or listing standards change.

may amend the director nomination policy at any time.

Board will consider director candidates recommended by shareholders and will evaluate such director candidates in the same manner in

which it evaluates candidates recommended by other sources, as described above.

Recommendations must be in writing and mailed to Cemtrex,

Inc., 135 Fell Ct.

Hauppauge, NY 11788, Attention:

Corporate Secretary, and include all information regarding the candidate as would

be required to be included in a proxy statement filed pursuant to the proxy rules promulgated by the SEC if the candidate were nominated

by the Board of Directors (including such candidate’s written consent to being named in the proxy statement as a nominee and to

serving as a director if elected).

The shareholder giving notice must provide (i) his or her name and address, as they appear on the

Company’s books, and (ii) the number of shares of the Company which are beneficially owned by such shareholder.

The Company may

require any proposed nominee to furnish such other information it may require to be set forth in a shareholder’s notice of nomination

which pertains to the nominee.

members of the Board receive quarterly compensation of $5,000 and stock options.

Additionally, we reimburse our directors for expenses

incurred in connection with attending board meetings.

Trading Policy

recognize that the Company’s executive officers and directors may sell shares from time to time in the open market to realize value

to meet financial needs and diversify their holdings, particularly in connection with exercises of stock options.

All such transactions

are required to comply with the Company’s insider trading policy.

16 (a) Beneficial Ownership Reporting Compliance of the Securities Exchange Act

16(a) of the Exchange Act requires directors, executive officers and persons who beneficially own more than 10% of our common stock (collectively,

“Reporting Persons”) to file initial reports of ownership and reports of changes in ownership of our common stock with the

Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

To our knowledge,

based solely on our review of the copies of such reports received or written representations from certain Reporting Persons that no other

reports were required, we believe that during the year ended September 30, 2024, all Reporting Persons timely complied with all applicable

filing requirements.

Communications

with Directors

Shareholders,

associates of the Company and other interested parties may communicate directly with the Board of Directors, with the non-management

Directors or with a specific Board member, by writing to the Board (or the non-management Directors or a specific Board member) and delivering

the communication in person or mailing it to:

Board of Directors, Privileged and Confidential, c/o Saagar Govil, CEO, Cemtrex, Inc.,

Hauppauge, NY 11788.

Correspondence will be discussed at the next scheduled meeting of the Board of Directors, or as indicated

by the urgency of the matter.

From time to time, the Board of Directors may change the process by which shareholders may communicate

with the Board of Directors or its members.

Any changes in this process will be posted on the Company’s website or otherwise publicly

Company has an ongoing commitment to good governance and business practices.

In furtherance of this commitment, we regularly monitor,

and are briefed by outside counsel on, developments in the area of corporate governance and securities law and review our policies and

procedures in light of such developments.

We comply with the rules and regulations promulgated by the SEC and implement other corporate

governance practices we believe are in the best interests of the Company and the shareholders.

have adopted a code of ethics as of June 28, 2016, that applies to our principal executive officer, principal financial officer, as well

as our employees.

Our standards are in writing and are posted on our website.

The following is a summation of the key points of the Code

of Ethics we adopted:

and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

fair, accurate, timely, and understandable disclosure reports and documents that a small business issuer files with, or submits to, the

Commission and in other public communications made by our Company;

compliance with applicable government laws, rules and regulations;

prompt internal reporting of violations of the code to an appropriate person or persons identified in the code;

Accountability

for adherence to the code.

Leadership and Structure

Govil, our Chief Executive Officer, also serves as Chairman of the Board of Directors.

The Board believes that the Company and its shareholders

are best served by having the Chief Executive Officer also serve as Chairman of the Board.

The Board also believes that this structure

is appropriate in light of the size of our Company and corresponding size of our Board and the complexity of our business.

Govil is best positioned to develop agendas that ensure that our Board’s time and attention are focused on the matters

that are most critical to us.

EXECUTIVE COMPENSATION

The compensation discussion addresses

all compensation awarded to, earned by, or paid to the Company’s named executive officers (“NEO”), which currently consists

of Saagar Govil, the Chairman, Chief Executive Officer, President and Secretary, and Paul J.

Wyckoff, Interim CFO.

As of the date of this

Annual Report, Saagar Govil and Paul J.

compensation discussion addresses all compensation awarded to, earned by, or paid to the Company’s named executive officers (“NEO”),

which currently consists of Saagar Govil, the Chairman, Chief Executive Officer, President and Secretary, and Paul J.

Wyckoff, Interim

As of the date of this Annual Report, Saagar Govil and Paul J.

Wyckoff are currently earning compensation from the Company.

Wyckoff was named Interim

CFO on January 28, 2022.

Set forth below is the aggregate compensation for services rendered in all capacities to us during our fiscal

years ended September 30, 2023, and 2022 by our executive officers.

Wyckoff was named Interim CFO on January 28, 2022.

Set forth below is the aggregate compensation for services rendered in all capacities

to us during our fiscal years ended September 30, 2024, and 2023 by our executive officers.

PRINCIPAL AND POSITION

Chairman od the Board

Chief Executive Officer, and President

Interim Chief Financial Officer

Christopher C.

Former Chief Financial Officer

The Option Awards Column in the table above reflects the aggregate grant date fair value of the award granted in the year noted.

Please see Options/SAR Grants in the Last Fiscal Year below for more information relating to this option grant.

Other compensation are amounts paid by the company for medical, dental, vision, and life insurance benefits.

NARRATIVE TO SUMMARY COMPENSATION TABLE

At this time, we do not have an

employment agreement with Saagar Govil or Paul J.

Wyckoff, though the Company may enter into such an agreement with them on terms and

conditions usual and customary for the industry.

All amounts paid to our officers in fiscal year end 2023 were approved by the Company’s

board of directors.

Chief Executive

and President

Chief Financial Officer

Option Awards Column in the table above reflects the aggregate grant date fair value of the

award granted in the year noted.

Please see Options/SAR Grants in the Last Fiscal Year below

for more information relating to this option grant.

compensation are amounts paid by the company for medical, dental, vision, and life insurance

TO SUMMARY COMPENSATION TABLE

this time, we do not have an employment agreement with Saagar Govil or Paul J.

Wyckoff, though the Company may enter into such an agreement

with them on terms and conditions usual and customary for the industry.

All amounts paid to our officers in fiscal year end 2024 were

approved by the Company’s board of directors.

The Company does not currently have “key man” life insurance on Mr.

PAY VERSUS PERFORMANCE

Summary Compensation Table Total for

Compensation Actually Paid to PEO

Average Summary Compensation Table Total

for Non-PEO NEOs

Average Compensation Actually Paid to

Value of Initial Fixed $100 Investment

Based On Total Shareholder Return

VERSUS PERFORMANCE

Compensation Table Total for PEO

Actually Paid to PEO

Summary Compensation Table Total for Non-PEO NEOs

Compensation Actually Paid to Non-PEO NEOs

of Initial Fixed $100 Investment Based On Total Shareholder Return

$ (7,635,505 )

$ (9,233,438 )

$ (13,292,242 )

dollar amounts reported in column (b) are the amounts reported for Saagar Govil, Chairman

1 unchanged sentence

column of the in our Summary Compensation Table.

Refer to the Summary Compensation Table above.

Refer to the Summary Compensation Table

dollar amounts reported in column (c) represent the amount of “compensation actually

7 unchanged sentences

fair values did not materially differ from those disclosed at the time of grant.

dollar amounts reported in column (d) represent the average of the amounts reported for our NEOs as a group (excluding Mr.

in the “Total” column of the Summary Compensation Table in each applicable year.

The names of each of the NEOs included

for these purposes in each applicable year are as follows:

dollar amounts reported in column (d) represent the average of the amounts reported for our

NEOs as a group (excluding Mr.

Govil) in the “Total” column of the Summary Compensation

Table in each applicable year.

The names of each of the NEOs included for these purposes

in each applicable year are as follows:

Wyckoff, Interim Chief Financial Officer.

Christopher Moore, Chief

Financial Officer.

dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group

(excluding Mr.

Govil), as computed in accordance with Item 402(v) of Regulation S-K.

In accordance with these rules, these amounts

reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below.

Shareholder Return (TSR) is calculated by dividing (a) the difference between our share price at the end of each fiscal year shown

and the beginning of the measurement period, and the beginning of the measurement period by (b) our share price at the beginning

of the measurement period.

dollar amounts reported in column (e) represent the average amount of “compensation

actually paid” to the NEOs as a group (excluding Mr.

Govil), as computed in accordance

with Item 402(v) of Regulation S-K.

In accordance with these rules, these amounts reflect

“Total Compensation” as set forth in the Summary Compensation Table for each

year, adjusted as shown below.

Shareholder Return (TSR) is calculated by dividing (a) the difference between our share price

at the end of each fiscal year shown and the beginning of the measurement period, and the

beginning of the measurement period by (b) our share price at the beginning of the measurement

The beginning of the measurement period for each year in the table is September 30,

dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year.

to Determine Compensation “Actually Paid” for [PEO][Non-PEO NEOs]

for Change in the Actuarial Present values reported under the “Change in Pension Value and Nonaualified Deferred Comoensation

Earnimrn”‘ Column of the SCT

for “Service Cost” for Pension Plans

for “Prior Service Cost” for Pension Plans

for Amounts Reported under the “Stock Awards,, Column in the SCT

for Amounts Reported under the “Option Awards,, Column in the SCT

for Fair Value of Awards Granted during year that Remain Unvested as of Year end

for Fair Value of Awards Granted during year that vest during vear

Increase/deduction

for Change in Fair value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested

dollar amounts reported represent the amount of net income reflected in our audited financial

statements for the applicable year.

to Determine Compensation

“Actually Paid”

for [PEO][Non-PEO NEOs]

for Change in

the Actuarial Present

v alues reported under

in Pension Value

and Nonaualified Deferred Comoensation

Earnimrn ”‘ Column

“Service Cost” for Pension

“Prior Service Cost” for Pension

for Amounts Reported

under the “ Stock

Awards ,, Column

for Amounts Reported

Column in t he

Fair Value of Awards Gran ted

during year that Remain

as of Year end

$ (1,948.00 )

$ (53,747.00 )

Increase/deduction

for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year

$ (2,207.00 )

$ (29,381.00 )

of Fair value of Awards Granted Prior to year that were Forfeited during year

based upon Incremental Fair Value of Awards Modified during year

based on Dividends or Other Earnings Paid durilling year prior to Vesting Date of Award

Fair Value of Awards Gran ted

that vest during vear

Increas e/deduction

for Change in Fair value from prior

Year-end to current

Year-end of Awards Granted Prior

to year that were Outstanding and

Unvested as of Year-end

$ (53,747.00 )

Increas e/deduction

for Change in Fair Value from Prior

Year-end to Vesting Date of

Awards Granted

Vested during

$ (29,381.00 )

OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR

END OPTION/SAR VALUES

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table presents information regarding our NEOs’ unexercised

options to purchase Common Stock as of September 30, 2023:

Option Awards

Number of Securities Underlying Unexercised Options Exercisable

Option Exercise Price

Option Expiration Date

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth

certain information known to us with respect to the beneficial ownership of our common stock as of December 26, 2023, by:

all persons who are

beneficial owners of five percent (5%) or more of our common stock;

each of our directors;

each of our executive

all current directors

and executive officers as a group.

Except as otherwise indicated,

and subject to applicable community property laws, the persons named in the table below have sole voting and investment power with respect

to all shares of common stock held by them.

As of December 26,

2023, 1,055,636 shares of Common Stock were issued and outstanding.

In addition, there were 50,000 shares of Series C Preferred

Stock outstanding which are entitled to vote 10,566,916 shares in the aggregate, all of which is held by Saagar Govil and 2,343,953

of Fair v alue

of Awards Gran ted

were Forfeited during

Increase based

upon Incremental Fair Value

of Awards Modified during ye ar

based on Di vi dends

Earnings Paid

durilling year

GRANTS IN THE LAST FISCAL YEAR

OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION/SAR VALUES

EQUITY AWARDS AT FISCAL YEAR-END

following table presents information regarding our NEOs’ unexercised options to purchase Common Stock as of September 30, 2024:

of Securities Underlying Unexercised Options Exercisable

Exercise Price

Expiration Date

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of December

23, 2024, by:

persons who are beneficial owners of five percent (5%) or more of our common stock;

of our directors;

of our executive officers;

current directors and executive officers as a group.

as otherwise indicated, and subject to applicable community property laws, the persons named in the table below have sole voting and

investment power with respect to all shares of common stock held by them.

of December 23, 2024, 1,724,162 shares of Common Stock were issued and outstanding.

In addition, there were 50,000 shares of Series C

Preferred Stock outstanding which are entitled to vote 17,258,862 shares in the aggregate, all of which is held by Saagar Govil and 2,515,894

shares of Series 1 Preferred Stock outstanding which are entitled to vote 5,031,788 shares in the aggregate.

Accordingly, there are

a total of 16,310,458 shares outstanding.

Beneficial ownership is determined in accordance with

the rules of the SEC.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares

of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of December 26, 2023,

are deemed outstanding.

Such shares, however, are not deemed as of December 26, 2023, outstanding for the purpose of computing the percentage

ownership of any other person.

Accordingly, there are a

total of 24,014,812 shares outstanding.

ownership is determined in accordance with the rules of the SEC.

In computing the number of shares beneficially owned by a person and

the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable

or exercisable within 60 days of December 23, 2024, are deemed outstanding.

Such shares, however, are not deemed as of December 23, 2024,

outstanding for the purpose of computing the percentage ownership of any other person.

Name and Address

Beneficial Owner

of the Board,

Chairman of the

276 Greenpoint Avenue, Suite

Executive Officer,

of the Board,

Chief Executive Officer,

Brooklyn, NY 11222

and President

Preferred Stock

Chairman of the Board,

276 Greenpoint Avenue, Suite

Executive Officer,

of the Board,

Chief Executive Officer,

Brooklyn, NY 11222

and President

Preferred Stock

Chairman of the Board,

276 Greenpoint Avenue, Suite

Executive Officer,

Chief Financial

Chief Executive Officer,

Brooklyn, NY 11222

and President

Interim Chief Financial

276 Greenpoint Avenue, Suite

Brooklyn, NY 11222

276 Greenpoint Avenue, Suite

Brooklyn, NY 11222

Manpreet Singh

276 Greenpoint Avenue, Suite 208

Brooklyn, NY 11222

Metodi Filipov

276 Greenpoint Avenue, Suite

directors and executive officers as a group (3 persons)

Less than one percent of outstanding shares.

Except as otherwise noted herein, the percentage is determined on the basis of 1,055,636 shares of our Common Stock outstanding plus securities deemed outstanding pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Under Rule 13d-3, a person is deemed to be a beneficial owner of any security owned by certain family members and any security of which that person has the right to acquire beneficial ownership within 60 days, including, without limitation, shares of our common stock subject to currently exercisable options.

This percentage is based on the 1,055,636 shares of our Common Stock outstanding, the 10,566,916 votes that the Series C Preferred Stock is entitled to vote, and the 4,687,906 votes that the Series 1 Preferred Stock is entitled to vote based on 2 votes per share.

Pursuant to the Certificate of Designation of the Series C Preferred Stock, each issued and outstanding share of Series C Preferred Stock are entitled to the number of votes per share equal to the result of (i) the total number of shares of Common Stock outstanding at the time of such vote multiplied by 10.01, and divided by (ii) the total number of shares of Series C Preferred Stock outstanding at the time of such vote, at each meeting of our shareholders with respect to any and all matters presented to our shareholders for their action or consideration, including the election of directors.

Consists of actual amount of Common Stock, Series C, and Series 1 Preferred Stock owned.

As described above each share of Series C is entitled to 211.33832 votes.

Series 1 Preferred Stock is entitled to 2 votes per share.

CERTAIN RELATIONSHIPS AND

RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Aside from the following, there

have been no transactions since October 1, 2021 to which we have been a party, including transactions in which the amount involved in

the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal

years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock

or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than

equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual Report

on Form 10-K.

As of September 30, 2023, and

September 30, 2022, there was $3,806 and $19,133, respectively, payable due to Ducon Technologies, Inc., which is controlled by Aron Govil,

the Company’s Founder and Former Director and CFO.

As of September 30, 2023, there were $638,410 of receivables due from Ducon Technologies,

The Company has negotiated a payment agreement regarding past receivables and other liabilities due to Cemtrex, Inc.

Brooklyn, NY 11222

All directors and executive

officers as a group (3 persons)

than one percent of outstanding shares.

as otherwise noted herein, the percentage is determined on the basis of 1,724,162 shares

of our Common Stock outstanding plus securities deemed outstanding pursuant to Rule 13d-3

promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Under Rule 13d-3, a person is deemed to be a beneficial owner of any security owned by certain

family members and any security of which that person has the right to acquire beneficial

ownership within 60 days, including, without limitation, shares of our common stock subject

to currently exercisable options.

percentage is based on the 1,724,162 shares of our Common Stock outstanding, the 17,258,862

votes that the Series C Preferred Stock is entitled to vote, and the 5,031,788 votes that

the Series 1 Preferred Stock is entitled to vote based on 2 votes per share.

to the Certificate of Designation of the Series C Preferred Stock, each issued and outstanding

share of Series C Preferred Stock are entitled to the number of votes per share equal to

the result of (i) the total number of shares of Common Stock outstanding at the time of such

vote multiplied by 10.01, and divided by (ii) the total number of shares of Series C Preferred

Stock outstanding at the time of such vote, at each meeting of our shareholders with respect

to any and all matters presented to our shareholders for their action or consideration, including

the election of directors.

of actual amount of Common Stock, Series C, and Series 1 Preferred Stock owned.

above each share of Series C is entitled to 345.17724 votes.

Series 1 Preferred Stock is

entitled to 2 votes per share.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

from the following, there have been no transactions since October 1, 2022 to which we have been a party, including transactions in which

the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last

two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than

5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material

interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere

in this Annual Report on Form 10-K.

of September 30, 2024, and September 30, 2023, there was $0 and $3,806, respectively, payable due to Ducon Technologies, Inc., which

is controlled by Aron Govil, the Company’s Founder and Former Director and CFO.

As of September 30, 2023, there were $637,208 of

receivables due from Ducon Technologies, Inc.

The Company has negotiated a payment agreement regarding past receivables and other liabilities

due to Cemtrex, Inc.

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.

due of $708,512, which represents the amount due from Ducon to Cemtrex Technologies Pvt.

the Company’s subsidiary based in

India had been written off to bad debt during fiscal year 2022 and appears on the Company’s consolidated statements of operations

and comprehensive income/(loss) under general and administrative expenses.

On February 26, 2021, the Company

entered into a Settlement Agreement and Release with Aron Govil regarding a dispute over an alleged misappropriation of funds.

As part of the Settlement Agreement,

Govil was required to pay the Company consideration with a total value of $7,100,000 (the “Settlement Amount”) by entering

into the Agreement.

This agreement is in the form of a secured promissory note earning interest at a rate of 5% per

annum and matured on July 31, 2024.

The Company did not receive payment on this note at the maturity date and placed a full allowance

on the note during fiscal year 2024 and appears on the Company’s Consolidated Statements of Operations and Comprehensive Loss under

general and administrative expenses.

February 26, 2021, the Company entered into a Settlement Agreement and Release with Aron Govil regarding a dispute over an alleged misappropriation

part of the Settlement Agreement, Mr.

Govil was required to pay the Company consideration with a total value of $7,100,000 (the “Settlement

Amount”) by entering into the Agreement.

The Settlement Amount was satisfied in a combination of Mr.

Govil forfeiting certain Preferred Stock and outstanding

options and executing a secured note in the amount of $1,533,280.

The Independent Board of Directors in coordination with Management concluded

the settlement represented fair value.

As discussed above, Mr.

also executed a secured promissory note (the “Note”) in the amount of $1,533,280.

The Note matures and is due in full in two

years and bears interest at 9% per annum and is secured by all of Mr.

Govil forfeiting certain Preferred

Stock and outstanding options and executing a secured note in the amount of $1,533,280.

The Independent Board of Directors in coordination

with Management concluded the settlement represented fair value.

Govil also executed a secured promissory note (the “Note”) in the amount of $1,533,280.

The Note matured and was due in full

in two years and boar interest at 9% per annum and was secured by all of Mr.

Govil’s assets.

1 unchanged sentence

confessing judgment in the event of a default on the Note.

While the Company believes the note is fully collectible, in accordance with

ASC 450-30, Gain Contingencies, the Company determined the gain will not be recognized until the note is paid.

Accordingly, the note and

associated gain is not presented on the Company’s Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive

Income/(Loss).

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.

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.

In accordance with ASC 450-30, Gain Contingencies, the Company determined

the gain will not be recognized until the note is paid.

Accordingly, the note and associated gain is not presented on the Company’s

Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Loss.

The Company has not received payment on

this note to date.

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.

The successor Company conducts business under the name CXR, Inc.

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.

All receivables due from SmartDesk, Inc, have

a full allowance placed on them.

Based on sales projections for

2 unchanged sentences

In accordance with ASC 310 – Receivables, the Company has discounted

the royalties due and during the year ended September 30, 2023, has recognized $704,893 of royalties due and will amortize the remaining

amount over the period the royalties are due.

the royalties due to $660,621 and during the years ended September 30, 2024, and 2023 the Company recognized $53,126 and $44,272 of royalties

due, respectively, and will amortize the remaining amount over the period the royalties are due.

Additionally, the Company received $76,000

in royalty payments.

As of September 30, 2024, there

was $528,717 in trade receivables due from these companies and $64,703 in accounts payables.

Of these receivables $132,102 are related

to costs paid by Cemtrex related to payroll during the transition of employees to the new company and some subscription services that

are set up on auto pay with a credit card.

The remaining $396,615 is related to services provided by Cemtrex Technologies Pvt.

the normal course of business.

During Fiscal year 2023, the Company recognized $1,522,102 of revenue from these companies.

During fiscal

year 2023, $38,027 of trade receivables were reserved for by the Company’s subsidiary Cemtrex Technologies Pvt.

Due to regulations

by the Indian tax authority.

The Company will keep this allowance in place but considers the debt to be collectable.

These balances are

presented on the Consolidated Balance Sheets under the captions “Trade receivables - related party” and “Accounts payable

- related party”.

PRINCIPAL ACCOUNTANT FEES

The following table sets

forth the aggregate fees billed to the Company for the years ended September 30, 2023, and 2022 by Grassi & Co.

Certified Public

Accountants the Company’s independent auditor:

was $685,788 in trade receivables due from 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 some subscription services that are set up on auto pay with a credit card.

is related to the current amount of royalties due and the remaining $409,752 is related to services provided by Cemtrex Technologies Pvt.

in the normal course of business.

These balances are presented on the Consolidated Balance Sheets under the caption “Trade

receivables - related party”.

The long-term balance of royalties of $456,611 is presented on the Company’s Consolidated Balance

Sheets under the caption “Note receivable, net - related party”.

During Fiscal year 2024, the Company recognized $665,520

of revenue from CXR, Inc.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

following table sets forth the aggregate fees billed to the Company for the years ended September 30, 2024, and 2023 by Grassi &

Certified Public Accountants the Company’s independent auditor:

Audit-Related Fees

Audit fees principally include

fees for the audit of our consolidated financial statements included in our annual report on Form 10-K and the review of financial statements

included in our quarterly reports on Form 10-Q.

Audit-related fees consist of

fees for other attestation and related services that are reasonably related to the performance of the audit or review of our financial

For fiscal year 2023, these fees primarily related to the audit of the historical financials of Heisey Mechanical, Ltd..

fiscal year 2022, these fees primarily related to providing consent to various company filings with the Securities and Exchange Commission.

Tax fees consist of tax compliance

EXHIBITS AND FINANCIAL

fees principally include fees for the audit of our consolidated financial statements included in our annual report on Form 10-K and the

review of financial statements included in our quarterly reports on Form 10-Q.

Audit-related

fees consist of fees for other attestation and related services that are reasonably related to the performance of the audit or review

of our financial statements.

For fiscal year 2024, these fees primarily related to the review and consent for the S-1 filing related

to the May 2024 Equity Financing.

For fiscal year 2023, these fees primarily related to the audit of the historical financials of Heisey

Mechanical, Ltd.

fees consist of tax compliance services.

ITEM 15 EXHIBITS AND FINANCIAL STATEMENTS

Statements and Notes to the Consolidated Financial Statements

See Index to Consolidated

Financial Statements on page F-1 at beginning of attached financial statements.

Stock Purchase Agreement regarding the stock of Advanced

Industrial Services, Inc., AIS Leasing Company, AIS Graphic Services, Inc., and AIS Energy Services, LLC, Dated December 15, 2015.

of Incorporation of the Company.(1)

Laws of the Company.(1)

of Amendment of Certificate of Incorporation, dated September 29, 2006.(1)

of Amendment of Certificate of Incorporation, dated March 30, 2007.(1)

of Amendment of Certificate of Incorporation, dated May 16, 2007.(1)

of Amendment of Certificate of Incorporation, dated August 21, 2007.(1)

of Amendment of Certificate of Incorporation, dated April 3, 2015.(3)

of Designation of the Series A Preferred Shares, dated September 8, 2009.(2)

of Designation of the Series 1 Preferred Stock.(11)

of Amendment of Certificate of Incorporation, dated September 7, 2017 (12)

of Correction to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Cemtrex, Inc

Certificate of Designation of the Series 1 Preferred Shares, dated March 30, 2020.(16)

of Amendment of Certificate of Incorporation, dated July 29, 2020 (20)

of Correction of Certificate of Incorporation, dated July 29, 2021, filed October 7, 2020 (9)

Certificate of Amendment of Certificate of Incorporation, dated January 12, 2023 (7)

of Subscription Rights Certificate.

of Series 1 Preferred Stock Certificate.

of Series 1 Warrant.

of Common Stock Purchase Warrant, dated March 22, 2019.

Description of Registrant’s Securities

Index to Consolidated Financial Statements on page F-1 at beginning of attached financial statements.

Stock Purchase Agreement, dated December 15, 2015

Certificate of Incorporation filed with the State of Delaware.

Amendment to Certificate of Incorporation

Certificate of Designation of the Series A Preferred Shares

Certificate of Designation of the Series 1 Preferred Shares

Amendment to Certificate of Incorporation

Certificate of Correction to the Certificate of Amendment

Amended Certificate of Designation of the Series 1 Preferred Shares

Amendment to Certificate of Incorporation

Certificate of Correction to the Certificate of Amendment

Amendment to Certificate of Incorporation

Form of Subscription Rights Certificate

Form of Series 1 Preferred Stock Certificate

Form of Series 1 Warrant

Form of Common Stock Purchase Warrant

Form of Prefunded Warrant

Form of Series A Common Stock Purchase Warrant

Form of Series B Common Stock Purchase Warrant

Opinion of the Doney Law Firm

Amendment of the Term Loan Agreement between Vicon and NIL Funding, dated March 3, 2023

1 unchanged sentence

and Fulton Bank, N.A.

dated February 24, 2023 (5)

Amendment to Promissory Note Between Cemtrex, Inc.

and Streeterville Capital, LLC dated May 3, 2023 (5)

and Streeterville Capital, LL

Securities Purchase Agreement dated June 1, 2020

10 unchanged sentences

and Saagar Govil, dated November 18, 2022

Amendment of the Term Loan Agreement between Vicon and NIL Funding, dated March 3, 2023 (23)

Amendment to Loan Documents Between Advanced Industrial Services, Inc.

and Fulton Bank, N.A.

2020 Equity Compensation Plan

Asset Purchase Agreement, dated as of June 7, 2023

Form of Lock-Up Agreement

Note Purchase Agreement between Cemtrex Inc.

and Streeterville Capital, LLC, dated September 30, 2021

Amendment to Promissory Note between Cemtrex Inc.

and Streeterville Capital, LLC (23)

Asset Purchase agreement between Cemtrex, Inc.

and Saagar Govil, dated November 22, 2022 (22)

Asset Purchase agreement between Cemtrex, Inc.

and Saagar Govil, dated November 22, 2022 (22)

Simple Agreement for Future Equity (SAFE) between Cemtrex, Inc.

and Saagar Govil (22)

Asset Purchase Agreement, dated as of June 7, 2023, by and among Heisey Mechanical, Ltd., a Pennsylvania corporation (“Seller”), and Andreas Heisey, an individual residing in the Commonwealth of Pennsylvania (“the “Shareholder” and collectively with the Seller, the “Seller Parties”) and Advanced Industrial Services, Inc., a Pennsylvania corporation (“Buyer”).

Corporate Code of Business Ethics.(4)

and Streeterville Capital, LLC, dated September 14, 2022

Amendment to Promissory Note between Cemtrex Inc.

and Streeterville Capital, LLC, dated August 30, 2023

Form of Underwriting Agreement

Standstill Agreement, dated April 30, 2024

Subsidiaries of the Registrant

7 unchanged sentences

Order pursuant to Section 8A of the Securities Act – dated September 30, 2022.

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Filed herewith

Incorporated by reference from Form 10-12G filed on May 22, 2008.

Incorporated by reference from Form 8-K filed on September 10, 2009.

Incorporated by reference from Form 8-K filed on August 22, 2016.

Incorporated by reference from Form 8-K filed on July 1, 2016.

Incorporated by reference from Form 10-Q filed on May 11, 2023.

Incorporated by reference from Form 8-K filed on June 12, 2019.

Incorporated by reference from Form 8-K filed on January 20, 2023.

Incorporated by reference from Form 8-K/A filed on September 26, 2016.

Incorporated by reference from Form 10-Q filed on May 28, 2021.

Incorporated by reference from Form S-1 filed on August 29, 2016 and as amended on November 4, 2016, November 23, 2016, and December 7, 2016.

Incorporated by reference from Form 8-K filed on January 24, 2017.

Incorporated by reference from Form 8-K filed on September 8, 2017.

Incorporated by reference from Form 8-K filed on February 26, 2021.

Incorporated by reference from Form 8-K filed on March 22, 2019.

Incorporated by reference from Form 10-Q filed on May 16, 2022.

Incorporated by reference from Form 8-K filed on April 1, 2020.

Incorporated by reference from Form 8-K filed on March 9, 2020.

Incorporated by reference from Form 8-K filed on June 4, 2020.

Incorporated by reference from Form 8-K filed on June 12, 2020.

Incorporated by reference from Form 10-K filed on January 5, 2021.

Incorporated by reference from Form 8-K filed on October 4, 2022.

Incorporated by reference from Form 8-K filed on November 29, 2022.

Incorporated by reference from Form 10-Q filed on May 11, 2023.

Incorporated by reference from Form 8-K filed on December 6, 2023.

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FORM 10-K SUMMARY

Pursuant to the requirements of

Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

CEMTREX, INC.

December 28, 2023

/s/ Saagar Govil

Chairman of the Board, CEO,

President and Secretary (Principal Executive Officer)

December 28, 2023

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Saagar Govil 3

of the Board, CEO,

and Secretary (Principal Executive Officer)

CFO (Principal Financial and Accounting Officer)

Pursuant to the requirements of

the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

December 28, 2023

/s/ Saagar Govil

to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Saagar Govil .

Chairman of the Board, CEO,

President and Secretary (Principal Executive Officer)

December 28, 2023

of the Board, CEO,

and Secretary (Principal Executive Officer)

CFO (Principal Financial and Accounting Officer)

December 28, 2023

/s/ Brian Kwon

December 28, 2023

/s/ Manpreet Singh

Manpreet Singh >

December 28, 2023

/s/ Metodi Filipov

Metodi Filipov >

Index to the Consolidated Financial Statements

to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

5 unchanged sentences

Notes to the Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

and Subsidiaries

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of Cemtrex, Inc.

Stockholders of Cemtrex, Inc.

and Subsidiaries

1 unchanged sentence

have audited the accompanying consolidated balance sheets of Cemtrex, Inc.

and Subsidiaries (the Company) as of September 30, 2023 and

2022, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each

of the years in the two-year period ended September 30, 2023, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September

30, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended September

30, 2023, in conformity with accounting principles generally accepted in the United States of America.

and Subsidiaries (the “Company”) as of September

30, 2024 and 2023, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows

for each of the years in the two-year period ended September 30, 2024, and the related notes (collectively referred to as, the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year

period ended September 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

Doubt Regarding the Company’s Ability to Continue as a Going Concern

40 unchanged sentences

September 30, 2024, the Company had approximately $3.7 million of goodwill.

As discussed in Note 1 to the consolidated financial statements,

goodwill is tested annually for impairment at the reporting unit level, or more frequently if impairment indicators arise.

As discussed in Note 2 to the financial statements, goodwill

is tested annually for impairment at the reporting unit level, or more frequently if impairment indicators arise.

the Company’s goodwill impairment analyses was complex and highly judgmental due to the nature of qualitive assessment and, where

6 unchanged sentences

review of the significant assumptions described above.

audit procedures to test the Company’s goodwill impairment analyses included evaluating the reasonableness of the Company’s

qualitative assessments and its estimated fair value of the reporting units.

In evaluating estimated fair value of reporting units we,

among other items, evaluated management’s significant assumptions described above and used within the fair value method, and tested

the completeness and accuracy of the underlying data.

We involved our valuation specialists to assist in assessing fair valuation methodologies

utilized in the Company’s goodwill impairment analyses and to assist in evaluating certain assumptions utilized in the analyses,

including discount rates..

We assessed the historical accuracy of management’s projected cash flows, where applicable, and performed

sensitivity analyses of the significant assumptions to evaluate the changes in the fair value of the reporting units that would result

from changes in the assumptions.

Finally, we assessed the adequacy of the disclosures in the consolidated financial statements.

audit procedures to test the Company’s goodwill impairment analyses included

the reasonableness of the Company’s qualitative assessments and its estimated fair

value of the reporting units.

evaluating the estimated fair value of reporting units, we, among other items, evaluated

management’s significant assumptions described above and used within the fair value

method, and tested the completeness and accuracy of the underlying data.

involved our valuation specialists to assist in assessing fair valuation methodologies utilized

in the Company’s goodwill impairment analyses and to assist in evaluating certain assumptions

utilized in the analyses, including discount rates.

assessed the historical accuracy of management’s projected cash flows, where applicable,

and performed sensitivity analyses of the significant assumptions to evaluate the changes

in the fair value of the reporting units that would result from changes in the assumptions.

assessed the adequacy of the disclosures in the financial statements.

Party Receivables

2 unchanged sentences

These receivables are made up of $0.5 million

of trade receivables, $0.8 million of a note receivable, and $0.7 million of royalty receivable.

The related party nature of these receivables

and associated disclosures are material to the financial statements and of a highly sensitive nature.

of trade receivables, and $0.7 million of royalty receivable.

The related party nature of these receivables and associated disclosures

are material to the financial statements and of a highly sensitive nature.

we addressed the matter

9 unchanged sentences

we evaluated the Company’s disclosures related to the matters described above.

Classification,

Presentation, Accounting treatment and Valuation of Warrants

described in Note 18 to the consolidated financial statements, the Company entered into an Underwriting Agreement to issue and sell common

stock and series A, B, and pre-funded warrants during 2024.

We identified the evaluation of the classification, presentation, accounting

treatment and fair value of warrants issued as a critical audit matter.

principal consideration for our determination that the evaluation of the classification, presentation, accounting treatment and fair

value of the warrants issued was a critical audit matter is the high degree of subjective auditor judgment associated with evaluating

management’s determination of the liability classification and fair values of the warrants issued, which is primarily due to the

underlying terms of the agreement and complexity of the valuation models used and the sensitivity of the underlying significant assumptions.

The key assumptions used within the valuation models included the risk-free rate, stock price, strike price, remaining term, and volatility.

The calculated fair values are sensitive to changes in these key assumptions.

the Critical Audit Matter was addressed in the Audit

audit procedures related to the evaluation of acquisition date fair values of the warrants issued included the following, among others:

read and reviewed the relevant agreements to agree to key terms of the warrants issued to

determine the accuracy of the warrants issued and proper classification, presentation, and

accounting treatment.

vouched to source documentation to validate warrants issued.

assessed the qualifications and competence of management and the qualifications, competence

and objectivity of third-party specialists.

evaluated the methodologies used to determine the fair values of the warrants issued.

tested the assumptions used within the valuation models to estimate the fair value of the

warrants issued.

evaluated the design and operating effectiveness of certain controls over the valuation process,

including controls over the development of the key assumptions such as the risk-free rate,

stock price, strike price, remaining term, and volatility.

involved an internal valuation specialist who assisted in the evaluation and testing performed

of the reasonableness of significant methods and assumptions to the models.

assessed the sufficiency of the Company’s disclosure of its accounting for these warrants

issued included in Note 18.

Grassi & Co., CPAs, P.C.

3 unchanged sentences

BALANCE SHEETS

September 30,

Current assets

Cash and equivalents

Restricted cash

Short-term investments

Trade receivables, net

Trade receivables - related party

Trade receivables, net

Inventory –net of allowance for inventory obsolescence

Contract assets

Prepaid expenses and other assets

Assets of discontinued operations

Total current assets

and cash equivalents

Trade receivables,

net - related party

Trade receivables,

expenses and other current assets

Total current

Property and equipment, net

Right-of-use assets

Royalties receivable - related party

Note receivable - related party

Liabilities & Stockholders’ Equity

Right-of-use operating lease

Royalties receivable, net -

related party

Note receivable, net - related

& Stockholders’ Equity

Current liabilities

Accounts payable

Accounts payable - related party

Accounts payable

Sales tax payable

Short-term liabilities, net of unamortized original issue discounts

payable - related party

line of credit

maturities of long-term liabilities

lease liabilities - short-term

Deposits from customers

Accrued expenses

Contract liabilities

Deferred revenue

Accrued income taxes

Liabilities of discontinued operations

Total current liabilities

from customers

Total current

operating lease liabilities

Other long-term

Revenue - long-term

long-term liabilities

Loans payable to bank

Long-term lease liabilities

Notes payable

Mortgage payable

Other long-term liabilities

Paycheck Protection Program Loans

Deferred Revenue - long-term

Total long-term liabilities

Total liabilities

Commitments and contingencies

Stockholders’ equity

Preferred stock , $ 0.001 par value, 10,000,000 shares authorized, Series 1, 3,000,000 shares authorized, 2,293,016 shares issued

and 2,228,916 shares outstanding as of September 30, 2023 and 2,079,122 shares issued and 2,015,022 shares outstanding as of

September 30, 2022 (liquidation value of $ 10 per share)

Series C, 100,000 shares authorized, 50,000 shares issued and outstanding at September 30, 2023 and September 30, 2022

Preferred stock, value

Common stock, $ 0.001 par value, 50,000,000 shares authorized, 1,045,789 shares issued and outstanding at September 30, 2023 and

Preferred stock , $ 0.001

par value, 10,000,000 shares authorized, Series 1, 3,000,000 shares authorized, 2,456,827 shares issued and 2,392,727 shares outstanding

as of September 30, 2024 and 2,293,016 shares issued and 2,228,916 shares outstanding as of September 30, 2023 (liquidation value

of $ 10 per share)

C, 100,000 shares authorized, 50,000 shares issued and outstanding at September 30, 2024 and September 30, 2023

Common stock, $ 0.001 par

value, 70,000,000 shares authorized, 14,176 shares issued and outstanding at September 30, 2024 and 50,000,000 shares authorized,

498 shares issued and outstanding at September 30, 2023

Additional paid-in capital

Accumulated deficit

paid-in capital

( 71,355,386 )

( 64,125,895 )

Treasury stock, 64,100 shares of Series 1 Preferred Stock at September 30, 2023 and September 30,

Accumulated other comprehensive income

Total Cemtrex stockholders’ equity

Non-controlling interest

Total liabilities and stockholders’ equity

Treasury stock, 64,100 shares

of Series 1 Preferred Stock at September 30, 2024, and September 30, 2023

other comprehensive income

Cemtrex stockholders’ equity

Non-controlling

liabilities and stockholders’ equity

accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

STATEMENTS OF OPERATIONS

For the year ended

September 30, 2023

September 30, 2022

the year ended

Services Revenue

Cost of revenues

Cost of revenues, Security

Cost of revenues, Industrial Services

Operating expenses

General and administrative

Research and development

Goodwill impairment

Total operating expenses

Operating loss

and administrative

and development

operating expenses

( 5,269,745 )

1 unchanged sentence

Other (expense)/income

Other income, net

Interest expense

Other(expense)/income,

( 2,169,469 )

( 4,966,298 )

Total other (expense)/income, net

excess fair value of warrants

( 7,255,528 )

Net loss before income taxes

in fair value of warrant liability

( 2,206,604 )

( 4,489,605 )

Income tax (expense)/benefit

Loss from Continuing operations

before income taxes

( 7,476,349 )

( 6,001,113 )

Loss from discontinued operations, net of tax

Continuing operations

( 7,678,629 )

( 6,395,385 )

Income/(loss)

from discontinued operations, net of tax

( 2,838,053 )

( 7,635,505 )

Less loss in noncontrolling interest

Net loss attributable to Cemtrex, Inc.

( 9,233,438 )

loss in noncontrolling interest

loss attributable to Cemtrex, Inc.

$ ( 7,229,491 )

Loss per share - Basic & Diluted

Continuing Operations

Discontinued Operations

Weighted Average Number of Shares-Basic & Diluted

$ ( 9,196,875 )

(Loss)/income per share - Basic & Diluted

$ ( 15,760.64 )

Weighted Average Number

of Shares-Basic & Diluted

and Subsidiaries

STATEMENT OF COMPREHENSIVE LOSS

For the year ended

September 30, 2023

September 30, 2022

the year ended

Other comprehensive loss

1 unchanged sentence

$ ( 9,233,438 )

Foreign currency translation gain/(loss)

Comprehensive loss

currency translation (loss)/gain

Comprehensive

( 7,762,914 )

( 8,534,257 )

Less comprehensive income attributable to noncontrolling interest

Comprehensive loss attributable to Cemtrex, Inc.

Comprehensive

loss attributable to noncontrolling interest

Comprehensive

loss attributable to Cemtrex, Inc.

$ ( 7,356,900 )

15 unchanged sentences

Share-based compensation

Shares issued to pay notes

Dividends paid in Series 1

preferred shares

Income/(loss) attributable

to noncontrolling interest

Purchase of treasury stock

Cancellation of treasury stock

Shares issued to pay for services

Additional rounding shares

issued for reverse stock split

Exercise of prefunded warrants

Exercise of Series A warrants

Issuance of roundup shares

Loss attributable to noncontrolling

( 7,229,491 )

16 unchanged sentences

$ ( 148,291 )

$ ( 54,929,020 )

$ ( 148,291 )

Foreign currency translation

currency translation (loss)/gain

Share-based compensation

Shares issued to pay notes

Shares issued with note payable

Dividends paid in Series 1

3 unchanged sentences

Shares issued to pay for services

Additional rounding shares

issued for reverse stock split

( 9,196,875 )

3 unchanged sentences

$ ( 148,291 )

$ ( 64,125,895 )

$ ( 148,291 )

accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities

For the year ended

5 unchanged sentences

Depreciation and amortization

Loss on disposal of property and equipment

(Gain)/loss on disposal of property and equipment

Noncash lease expense

3 unchanged sentences

Share-based compensation

Income tax expense/ (benefit)

Shares issued to pay for services

Interest expense paid in equity shares

Accounts payable paid in equity shares

Accrued interest on notes payable

Non-cash royalty income

Amortization of original issue discounts on notes payable

Gain/(loss) on marketable securities

Amortization of loan origination costs

Loss on excess fair value of warrants

Changes in fair value of warrant liability

( 7,840,951 )

Discharge of Paycheck Protection Program Loans

Changes in operating assets and liabilities net of effects from acquisition of subsidiaries:

1 unchanged sentence

( 1,870,975 )

Trade receivables - related party

( 3,795,964 )

Trade receivables - related party

( 1,099,070 )

23 unchanged sentences

Proceeds from sale of property and equipment

Investment in MasterpieceVR

Royalties on related party revenues

Acquisitions, Net of Cash Acquired

( 2,793,291 )

Proceeds from sale of marketable securities

Purchase of marketable securities

( 19,901,897 )

Net cash (used in)/provided by investing activities - continuing operations

Investment in MasterpieceVR

Net cash used by investing activities

( 1,257,393 )

Net cash used by investing activities - discontinued operations

Net cash (used in)/provided by investing activities

( 5,628,400 )

Cash Flows from Financing Activities

Proceeds from notes payable

Proceeds on bank loans

Proceeds on revolving line of credit

Payments on revolving line of credit

( 30,019,244 )

Payments on debt

2 unchanged sentences

Payments on Paycheck Protection Program Loans

Payments on bank loans

( 1,225,700 )

Proceeds on bank loans

Proceeds from notes payable

Purchases of treasury stock

Proceeds from offerings

Expenses on offerings

Net cash provided by financing activities

2 unchanged sentences

( 5,824,469 )

( 4,460,840 )

Less cash attributed to discontinued operations

Cash, cash equivalents, and restricted cash at beginning of period

4 unchanged sentences

Balance Sheet Accounts Included in Cash, Cash Equivalents, and Restricted Cash

Cash and equivalents

Less cash attributed to discontinued operations

Cash and cash equivalents

Restricted cash

3 unchanged sentences

Cash paid during the period for income taxes, net of refunds

$ ( 293,779 )

Supplemental Schedule of Non-Cash Investing and Financing Activities

Shares issued to pay for services

Shares issued to pay notes payable

Financing of fixed asset purchase

Financing of building purchase

1 unchanged sentence

Purchase of property and equipment through vendor financing

Shares issued in connection with note payable

Investment in right of use asset

Noncash recognition of new leases

accompanying notes are an integral part of these consolidated financial statements.

10 unchanged sentences

and its subsidiaries.

of former Cemtrex Brands

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.

November 22, 2022, the Company completed the above disposition for the following consideration.

comprised of:

in cash payable at Closing;

royalty of all revenues on the Business to be paid 90 days after the end of each calendar year for the next three years;

the total sum of royalties due be less than $ 820,000 at the end of the three-year period, Purchaser shall be obligated to pay the

difference between $ 820,000 and the royalties paid.

Advanced Technologies, Inc.

in cash payable at Closing;

royalty of all revenues on the Business to be paid 90 days after the end of each calendar year for the next 5 years ;

in SAFE (common equity) at any subsequent fundraising or exit above $5,000,000 with a $10,000,000 cap.

Company’s Board of Directors, excluding Saagar Govil who abstained from all voting on these agreements, approved these actions

and agreements.

of Heisey Mechanical

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.

estate of the business was purchased at fair market value on August 30, 2023, for $ 1,500,000

in a separate transaction.

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.

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.

consideration transferred and preliminary allocation of Heisey’s tangible and intangible assets and liabilities, are as follows:

OF BUSINESS ACQUISITION OF TANGIBLE AND INTANGIBLE ASSETS AND LIABILITIES

Consideration Transferred:

Seller’s note

Financed amount

Total consideration transferred

Purchase Price Allocation:

Contract assets

Machinery and equipment

Contract liabilities

Accrued expenses

Total consideration transferred

unaudited pro forma summary below presents the results of operations as if the Heisey acquisition occurred on October 1, 2021.

proforma adjustments for the twelve months ended September 30, 2023, includes $ 127,800

of depreciation expense from acquired fixed assets,

of interest expense on the debt used in the acquisition.

Unaudited proforma adjustments for the twelve months ended September 30, 2022, includes $ 255,600

of depreciation expense from acquired fixed assets,

of interest expense on the debt used in the acquisition.

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 unaudited pro forma financial information.

The unaudited pro forma information does not reflect any cost savings, operating synergies or revenue enhancements that might have been

achieved from combining the operations.

OF PRO FORMA FINANCIAL INFORMATION

September 30, 2023

September 30, 2022

For the year ended

September 30, 2023

September 30, 2022

( 9,173,748 )

( 13,038,817 )

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.

Stock Reverse Stock Split

January 25, 2023, the company completed a 35:1 reverse stock split on its common stock.

All share and per share data have been retroactively

adjusted for this reverse split.

of Delisting, Extension of cure period, and Subsequent Compliance

1 Preferred Stock

October 2, 2024, and November 26, 2024, the Company completed a 60:1 and 35:1 , respectively, reverse stock split on its common stock.

All share and per share data have been retroactively adjusted for the reverse splits.

Notices for Listing Deficiencies

July 29, 2022, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)

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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, Cemtrex Inc.

(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 scheduled for December 26,

2023, to approve the reverse stock split.

January 24, 2022, the Company received a notification letter from the Listing Qualifications Department of Nasdaq notifying the Company

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.

January 5, 2024, and January 12, 2024, the Company bought back an aggregate of 71,951 shares of Series 1 Preferred Stock 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.

On April 8, 2024,

these shares were cancelled.

The Company’s Series 1 Preferred Stock was delisted from the NASDAQ Capital Market on January 22,

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, and the deregistration of the Company’s Series 1 Preferred Stock under Section 12(b) of the Exchange Act became effective

for 90 days after filing of the Form 25.

June 14, 2024, the Company received a notification letter from the Listing Qualifications Department of Nasdaq notifying the Company

that, because the closing bid price for the Company’s common 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”).

July 26, 2022, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC Nasdaq

notifying the Company that, it had been granted an additional 180 days or until January 23, 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.

January 26, 2023, the Company received a notification letter from the Listing Qualifications Department of Nasdaq notifying the Company

that it has not regained compliance with Listing Rule 5550(a)(2) and accordingly would be delisted from the Capital Market.

then requested and had been granted a hearing to occur on March 16, 2023, appealing this determination to a Hearings Panel (the “Panel”),

pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series.

February 8, 2023, the Company received a notification letter from the Listing Qualifications Department of Nasdaq notifying the Company

that it has regained compliance with Listing Rule 5550(a)(2) and is in compliance with all applicable listing standards.

The Company’s

common stock will continue to be listed and traded on The Nasdaq Stock Market.

days, the Company no longer meets 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 notification letter also disclosed that in the event the Company

does not regain compliance with the Minimum Bid Price Requirement by December 11, 2024, the Company may be eligible for additional time.

To qualify for additional time, the Company would be required to meet the continued listing requirement for market value of publicly

held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and

would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse

stock split, if necessary.

On August 21, 2024, the Company received a notification letter from the Listing Qualifications Department of Nasdaq

notifying the Company that, because the stockholder’s equity for the Company was below $2,500,000 as reported on our Form 10-Q

for the period ended June 30, 2024, the Company no longer meets the minimum shareholder’s equity requirement for continued listing

on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(b)(1), requiring a minimum stockholder’s equity of $2,500,000 (the

“Minimum Stockholder’s Equity Requirement”).

October 23, 2024, the Company received a letter from Nasdaq that it had been granted an extension to regain compliance with the Minimum

Stockholder’s Equity Requirement.

terms of the extension are as follows:

on or before February 17, 2025, the Company must complete the submitted plan and opt for one of

the two following alternatives to evidence compliance with the Rule:

The Company must furnish to the SEC and Nasdaq a publicly available report (e.g., a Form

8-K) including:

disclosure of Staff’s deficiency letter and the specific deficiency(ies) cited;

description of the completed transaction or event that enabled the Company to satisfy the

stockholders’ equity requirement for continued listing;

affirmative statement that, as of the date of the report, the Company believes it has regained

compliance with the stockholders’ equity requirement based upon the specific transaction

or event referenced in Step 2;

disclosure stating that Nasdaq will continue to monitor the Company’s ongoing compliance

with the stockholders’ equity requirement and, if at the time of its next periodic

report the Company does not evidence compliance, that it may be subject to delisting.

The Company must furnish to the SEC and Nasdaq a publicly available report including:

1 & 2 set forth above;

balance sheet no older than 60 days with pro forma adjustments for any significant transactions

or event occurring on or before the report date.

The pro forma balance sheet must evidence

compliance with the stockholders’ equity requirement;

disclosure that the Company believes it also satisfies the stockholders’ equity requirement

as of the report date and that Nasdaq will continue to monitor the Company’s ongoing

compliance with the stockholders’ equity requirement and, if at the time of its next

periodic report the Company does not evidence compliance, that it may be subject to delisting.

of which alternative the Company chooses, if the Company fails to evidence compliance upon filing its periodic report for the March 31,

2025, with the SEC and Nasdaq, the Company may be subject to delisting.

2024 Equity Financing and Warrants

May 1, 2024, the Company entered into an underwriting agreement with Aegis Capital Corp., in connection with a firm commitment underwritten

public offering of warrants convertible into the Company’s common stock.

Further details can be found in Note 18 – Stockholders’

Concern Considerations

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ability to continue as a going concern.

the Company’s working capital and current debt indicate 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.

Additionally, the Company has recently

sold unprofitable brands, reducing the cash required to maintain those brands, implemented a new pricing model on our Vicon brand which

has improved margins on those products, has refinanced some debt to provide the Company with additional capital when needed, has effected

a reverse stock split on our common stock to remain trading on the Nasdaq Capital Markets, and improve our ability to raise capital through

equity offerings and reduce the number of shares the Company may use to satisfy debt.

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 are sufficient to meet the capital demands of our current operations for at least the next twelve months, the is

no guarantee that we will succeed.

our working capital and current debt indicate 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 $ 3,897,511 in cash as of September 30,

Additionally, the Company has (i) secured a line of credit for its Vicon brand to fund operations, which as of September 30, 2024,

has available capacity of $ 1,874,989 , (ii) continually reevaluate our pricing model on our Vicon brand to improve margins on those products

and introducing new innovative products to grow revenues, (iii) raised $ 9,039,959 in net proceeds through our May 2024 equity financing

and anticipate an additional $ 5 to $ 10 million when the Series B warrants are exercised.;

and (iv) subsequent to the balance sheet date

has effected a 60:1 and a 35:1 reverse stock split on our common stock to remain trading on the Nasdaq Capital Markets, and improve our

ability to potentially raise capital through equity offerings that we may use to satisfy debt.

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.

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 long-term needs and our above

plans in the short term may prove to be inadequate to continue as a going concern.

Thus, despite our cash on hand, our ability to draw

on our credit line, or changes to our pricing models, and other safeguards, we may be unable to meet our obligations as they become due

over the next twelve months beyond the issuance date.

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

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The consolidated financial statements do not include any adjustments relating to this uncertainty.

with the Securities and Exchange Commission

September 30, 2022, acting pursuant to an offer of settlement submitted by the Company, the U.S.

Securities and Exchange Commission (“SEC”)

issued an order pursuant to Section 8A of the Securities Act, directing the Company to cease and desist from committing or causing any

violations and any future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder

(the “SEC Order”).

SEC Order also directed Mr.

Saagar Govil to cease and desist from committing or causing any violations and any future violations of Section

17(a)(3) of the Securities Act.

SEC found that, as a result of its conduct, which was neither admitted nor denied, the Company violated Section 17(a) of the Securities

Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, which prohibit fraudulent conduct in the offer or sale of securities

and in connection with the purchase or sale of securities.

SEC also found that, as a result of his conduct, which was neither admitted nor denied, Mr.

Govil violated Section 17(a)(3) of the Securities

Act, which makes it illegal to engage in any transaction, practice, or course of business which operates or would operate as a fraud

or deceit upon the purchaser.

addition to the above cease and desists, the Company undertook to not publicly announce that it has partnered with another company or

that another company has become a customer of the Company without providing prior written notice, including a copy of the announcement

text, to the businessperson at the other company responsible for that company’s relationship with the Company.

the Company received a civil monetary penalty of two million two hundred thousand dollars ($ 2,200,000 ) in the aggregate that was paid

Govil also received a civil monetary penalty of three hundred and fifty thousand dollars ($ 350,000 ) in the aggregate

that was paid to the SEC.

The Company and Mr.

Govil have remitted the payments as of September 30, 2022.

The Company’s penalty

is presented on the Consolidated Statement of Operations under the heading “Other Income, net”.

The SEC Order can be accessed

at www.sec.gov.

2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

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Such estimates include,

but are not limited to, provisions for doubtful trade receivables, net realizable value of inventory, warranty obligations, income tax

accruals, deferred tax valuation and assessments of the recoverability of the Company’s long-lived assets.

Actual results could

differ from those estimates.

but are not limited to, provisions for credit losses, net realizable value of inventory, warranty obligations, income tax accruals, deferred

tax valuation, valuation of warrant liabilities, and assessments of the recoverability of the Company’s long-lived assets.

results could differ from those estimates.

of Consolidation

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net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

impairment charges, if any, is included in operating expenses in the accompanying consolidated statements of operations.

impairment charges, if any, are included in operating expenses in the accompanying Consolidated Statements of Operations.

Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Receivables and Allowance for doubtful accounts

receivables are recorded at the invoiced amount, net of an allowance for doubtful accounts.

The Company performs on-going credit evaluations

of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined

by the review of their current credit information;

and determines the allowance for doubtful accounts based on historical write-off experience,

customer specific facts and general economic conditions that may affect a client’s ability to pay.

balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered

The Company determines when receivables are past due or delinquent based on how recently payments have been received.

Company reserved $ 234,924 and $ 249,439 within its allowance for doubtful accounts at September 30, 2023, and 2022, respectively.

Receivables and Allowance for Current Expected Credit Losses

receivables are recorded at the invoiced amount, net of an allowance for current expected credit losses.

The Company performs on-going

credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness,

as determined by the review of their current credit information;

and determines the allowance based on the current expected credit loss

(“CECL”) model.

The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized

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.

Company reserved $ 155,918 and $ 234,924 within its allowance for credit losses at September 30, 2024, and 2023, respectively.

Company does no t have any off-balance-sheet credit exposure to its customers at September 30, 2024, or 2023.

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of the respective assets, shown in the table below.

OF PROPERTY PLANT AND EQUIPMENT

Estimated Useful Life

Furniture and office equipment

Computer software

Machinery and equipment

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

and office equipment

and equipment

sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain

or loss is reflected in statements of operations.

or loss is reflected in the Consolidated Statements of Operations.

is tested for impairment annually as of September 30.

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recorded as the difference between the reporting unit’s fair value and carrying value.

The Company adopted this standard effective

October 1, 2020.

the year ended September 30, 2023, no impairment of the Company’s goodwill was recorded and for the year ended September 30,2022,

an impairment of the Company’s goodwill of $ 3,316,000 was recorded.

November 13, 2020, and January 19, 2022, Cemtrex made $ 500,000 investments and on July 18, 2023, and October 5, 2023, made additional

$ 100,000 investments 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 included

in other assets in the accompanying consolidated balance sheet and the Company accounts for this investment and recorded at cost.

impairment has been recorded for the period ended September 30, 2023.

October 1, 2019, the Company adopted ASU 2016-02 (Topic 842), “Leases”.

ASU 2016-02 requires that a lessee recognize the

assets and liabilities that arise from operating leases.

A lessee should recognize in the statement of financial position a liability

to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease

For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying

asset not to recognize lease assets and lease liabilities.

In transition, lessees and lessors may use the effective date method and elected

certain practical expedients allowing the Company not to reassess:

expired or existing contracts contain leases under the new definition of a lease;

classification for expired or existing leases;

previously capitalized initial direct costs would qualify for capitalization under Topic 842.

the year ended September 30, 2024, the Company recorded $ 530,475 of impairment for Goodwill in the Security Segment.

For the year September

30, 2023, no impairment of the Company’s goodwill was recorded.

Company accounts for leases in accordance with Accounting Standards Codification 842, Leases (“ASC 842”).

ASC 842 requires

that a lessee recognize the assets and liabilities that arise from operating leases.

A lessee should recognize in the statement of financial

position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying

asset for the lease term.

For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by

class of underlying asset not to recognize lease assets and lease liabilities.

Company also made the accounting policy decision not to recognize lease assets and liabilities for leases with a term of 12 months or

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in ASC 480 (Topic 480, Distinguishing Liabilities from Equity) and ASC 815 (Topic

815, Derivatives and Hedging).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480,

meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification

under ASC 815, including whether the warrants are indexed to our own common shares and whether the warrant holders could potentially

require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent

quarterly period end date while the warrants are outstanding.

issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component

of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification,

the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the Company’s Consolidated

Statements of Operations.

financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense

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the terms and manner of settlement.

The Company applies the CECL model on its related party assets and applies an allowance when necessary.

and Contingencies

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will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

October 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), using the modified retrospective

transition method.

Under the guidance of the standard, revenue represents the amount received or receivable for goods and services supplied

by the Company to its customers.

Company recognizes revenue at the time a good or service is transferred to a customer and the customer

obtains control of that good or receives the service performed.

Most of the Company’s sales arrangements with customers in the

Security segment are short-term in nature involving single performance obligations related to the delivery of goods or repair of equipment

and generally provide for transfer of control at the time of shipment to the customer.

The Company generally permits returns of product

or repaired equipment due to defects;

Company accounts for revenue in accordance with A ccounting Standards Codification 606, Revenue

from Contracts with Customers (“ASC 606”) .

Under the guidance of the standard, revenue represents the amount received

or receivable for goods and services supplied by the Company to its customers.

Company recognizes revenue at the time a good or service

is transferred to a customer and the customer obtains control of that good or receives the service performed.

Most of the Company’s

sales arrangements with customers in the Security segment are short-term in nature involving single performance obligations related to

the delivery of goods or repair of equipment and generally provide for transfer of control at the time of shipment to the customer.

Company generally permits returns of product or repaired equipment due to defects;

however, returns are historically insignificant.

Billing terms vary by customer and product but

generally do not exceed 90 days.

terms vary by customer and product but generally do not exceed 90 days.

accordance with the authoritative guidance issued by the FASB on revenue recognition, the Company recognizes revenue from cost reimbursable

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invoicing to customers.

Company records a liability when receiving cash in advance of delivering goods or services to the customer.

This liability is reversed

against the receivable recognized when those goods or services are delivered.

The amounts were $ 2,311,334 , and $ 1,788,507 , as of September

30, 2023, 2022 respectively, recorded at Deferred revenue.

Additionally, the company recorded Deposits from customers of $ 57,434 , and

$ 73,144 , as of September 30, 2023, and 2022 respectively.

records deferred revenue when receiving cash in advance of delivering services to the customer.

The deferred revenue is reversed,

and revenue is recognized when those services are delivered.

The amounts were $ 1,955,635 ,

$ 2,311,334 , and $ 1,788,507 as

of September 30, 2024, 2023, and 2022 respectively, recorded as Deferred revenue.

Short-term deferred revenue of $ 1,297,616

is expected to be recognized over the next 12 months.

records a liability when receiving cash in advance of delivering goods to the customer.

The revenue is recognized, and the deposit

is applied to the invoice for those goods when those goods are delivered.

The company recorded Deposits from customers of $ 408,415 ,

$ 57,434 , and $ 73,144 as of September 30,

2024, 2023, and 2022 respectively.

These amounts are short-term and are expected to be recognized over the next 12 months.

Company’s industrial services segment’s revenue is derived from contracts with customers.

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are incurred.

following table illustrates the approximate disaggregation of the Company’s revenue based off timing of revenue recognition for

years ended September 30, 2024, and 2023.

OF DISAGGREGATION OF THE COMPANY REVENUE RECOGNITION

For the years ended

September 30, 2024

September 30, 2023

Point-in-time

Company provides for the estimated cost of product warranties at the time revenue is recognized.

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Tax Provision

Company accounts for income taxes under ASC 740-10, which requires recognition of deferred tax assets and liabilities for the expected

future tax consequences of events that have been included in the financial statements or tax returns.

Under this method, deferred tax

assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted

tax rates in effect for the year in which the differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance

to the extent management concludes it is more likely than not that the assets will not be realized.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected

to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated

Statements of Operations and Comprehensive Income in the period that includes the enactment date.

Company accounts for income taxes under ASC 740-10, (“Income Taxes”) , which requires recognition of deferred tax assets

and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of

assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in

which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change

in tax rates is recognized in the Consolidated Statements of Operations and Comprehensive Loss in the period that includes the enactment

estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying

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shares, the contractual terms of the Company’s stock-based awards, vesting schedules and expectations of future employee behavior.

Income (Loss) per Common Share

Loss per Common Share

net income (loss) per common share is computed by dividing net income (loss) less the fair market value of dividends declared 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 less the fair market value of dividends declared 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.

As of September 30, 2023, and 2022, the

following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive:

Diluted net income per common share is computed by dividing

net income less the fair market value of dividends declared 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.

As of September 30, 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

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September 30,

For the years ended September

30, 2023, and 2022 loss per share basic and diluted for continuing operations are calculated as follows;

the years ended September 30, 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 OPERATIONS

the years ended

from Continuing operations

For the years ended

September 30,

Loss from Continuing operations

$ ( 7,678,629 )

$ ( 6,395,385 )

loss in noncontrolling interest

stock dividends

loss applicable to common shareholders

Less (loss)/gain in noncontrolling interest

Preferred stock dividends

Net loss applicable to common shareholders

( 7,340,403 )

( 6,524,906 )

Average Number of Shares-Basic & Diluted

per share - Basic & Diluted - Continuing Operations

Currency Translation Gain and Comprehensive Income (Loss)

Weighted Average Number of Shares-Basic & Diluted

Loss per share - Basic & Diluted - Continuing Operations

$ ( 15,760.64 )

Currency Translation (Loss)/Gain and Comprehensive Income Loss

countries in which the Company operates, and the functional currency is other than the U.S.

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Resulting translation adjustments are recorded as a component of

accumulated other comprehensive income on the accompanying consolidated balance sheet.

accumulated other comprehensive loss on the accompanying consolidated balance sheet.

For the years ending September 30, 2024, and September

30, 2022, comprehensive loss includes a gain of $ 699,181 and a loss of $ 518,927 , respectively, which were entirely from foreign currency

30, 2023, comprehensive loss includes a loss of $ 127,409 and a gain of $ 699,181 , respectively, which were entirely from foreign currency

of and for the year ended September 30, 2024, and 2023, the Company used the following exchange rates.

SCHEDULE OF FOREIGN CURRENCY EXCHANGE RATE

Exchange rate at September 30, 2022

Approximate weighted average exchange rate For the year

ended September 30, 2022

Exchange rate at September 30, 2023

Approximate weighted average exchange rate For the year

ended September 30, 2023

Approximate weighted

average exchange rate

Exchange rate at

For the three months ended

Exchange rate at

For the year ended

September 30, 2024

September 30, 2023

Great Britain Pound

3 unchanged sentences

statement of operations or retained earnings.

The reclassifications center around the reclassification of the assets and liabilities of the Company’s discontinued

operations now under the headings “Assets of discontinued operations” and “Liabilities of discontinued operations”

on the Company’s Consolidated Balance Sheet and the operational results of the discontinued operations under the heading of “Loss

from discontinued operations, net of tax” on the Company’s Consolidated Statement of Operations.

The reclassification was to the caption “Short-term investments” which has

been reclassified to “Prepaid expenses and other current assets” on the Consolidated Balance Sheet and “Gain/(loss)

on marketable securities to “Prepaid expenses and other current assets” on the Consolidated Statements of Cash Flows.

following table illustrates the reclassifications made.

OF RECLASSIFICATIONS

September 30, 2023

CONSOLIDATED BALANCE SHEETS

As previously reported

Reclassification

Short-term investments

Prepaid expenses and other current assets

For the year ended September 30, 2023

CONSOLIDATED STATEMENTS OF CASH FLOWS

As previously reported

Reclassification

Gain/(loss) on marketible securities

Prepaid expenses and other current assets

$ ( 458,534 )

$ ( 458,476 )

Payments on bank loans

$ ( 488,689 )

Payments on debt

$ ( 1,044,370 )

$ ( 488,689 )

$ ( 1,533,059 )

of an Immaterial Error in Previously Issued Financial Statements

Subsequent to the issuance

of our financial statements for the year ended September 30, 2022, an immaterial error was identified and has been corrected in our historical

information related to the calculation of earnings per share.

The original calculation did not take into account the fair value of the

Series 1 Preferred Stock dividends declared during the period.

Additionally, as discussed above the amount of earnings per share for

discontinued operations was not presented.

The effects of the correction to the individual effected line items

in our Consolidated Statement of Operations are as follows:

to the issuance of our financial statements for the year ended September 30, 2023, immaterial errors were identified and has been corrected

in our historical information related to the cash flow presentation of non-cash royalty income.

The original presentation had non-cash

royalty income presented in Trade receivables – related party.

Additionally, Shares issued to pay for services was presented in the supplemental disclosure of the cash flow presentation,

but not presented on the face of the financial.

effects of the correction to the individual effected line items in our Consolidated Statement of Cash Flows are as follows.

SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS

September 30, 2022

For the year ended September 30, 2023

As previously reported

Loss per share - Basic & Diluted

Continuing Operations

Discontinued Operations

Non-cash royalty income

Trade receivables - related party

$ ( 1,143,342 )

$ ( 1,099,070 )

Shares issued to pay for services

Accounts payable

$ ( 215,800 )

Company accounts for business combinations under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

6 unchanged sentences

results of operations are consolidated as of and subsequent to the acquisition date.

Adopted Accounting Pronouncements

June 2016, the FASB issued Accounting Standards Update No.

2016-13, Financial Instruments – Credit Losses (Topic 326):

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.

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 consolidated financial statements.

following table illustrates the effect of implementation of Update 2016-13 on the current expected credit losses for the following line

items on the consolidated balance sheet.

OF EFFECT IMPLEMENTATION ON CONDENSED CONSOLIDATED BALANCE SHEET

October 1, 2023 As reported under

September 30, 2023 Pre-ASC 326 Adoption

Impact of ASC 326 Adoption

Trade receivables, net

Contract assets, net

Royalties receivable, net - related party

Note receivable, net - related party

The Company carries its accounts

receivables net of an allowance for credit losses.

The measurement and recognition of credit losses involves the use of judgment.

assessment of expected credit losses includes consideration of current and expected economic conditions, market and industry factors

affecting the Company’s customers (including their financial condition), the aging of account balances, historical credit loss

experience, customer concentrations, and customer creditworthiness.

Management evaluates its experience with historical losses and then

applies this historical loss ratio to financial assets with similar characteristics.

The Company’s historical loss ratio or its

determination of risk pools may be adjusted for changes in customer, economy, market or other circumstances.

The Company may also establish

an allowance for credit losses for specific receivables when it is probable that the receivable will not be collected, and the loss can

be reasonably estimated.

Amounts are written off against the allowance when they are considered to be uncollectible, and reversals of

previously reserved amounts are recognized if a specifically reserved item is settled for an amount exceeding the previous estimate.

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 September 30, 2024.

following table illustrates the current expected credit losses activity for the nine months ended September 30, 2024.

OF EXPECTED CREDIT LOSSES ACTIVITY

October 1, 2023

September 30, 2024

For the year ended

October 1, 2023

September 30, 2024

Trade receivables, net

Trade receivables, net - related party

Trade receivables, net

Contract assets, net

Royalties receivable, net - related party

Note receivable, net - related party

Issued Accounting Pronouncements Not Yet Effective

October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities

from Contracts with Customers (“ASU No.

2021-08 will require companies to apply the definition of a performance

obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to

contracts with customers that are acquired in a business combination.

Under current U.S.

GAAP, an acquirer generally recognizes assets

acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts

with customers, at fair value on the acquisition date.

2021-08 will result in the acquirer recording acquired contract assets

and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606.

is effective for fiscal years beginning after December 15, 2022, with early adoption permitted.

The Company has adopted this ASU as of October

1, 2022, and applied it to the Heisey Mechanical Ltd.

acquisition .

June 30, 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820):

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after December 15, 2023, with early adoption permitted.

The Company is currently evaluating the impact of this ASU on our financial statements.

June 2016 the FASB issued ASU No.

Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments, which makes significant changes to the accounting for credit losses on financial assets and disclosures about them.

guidance applies to a wide variety of financial assets including trade receivables and contract assets and is effective for the Company

for annual reporting periods beginning after December 15, 2022, and interim periods therein.

The new guidance on the current expected

credit loss (‘CECL”) impairment model requires an estimate of expected credit losses, measured over the contractual life

of an asset, that considers forecasts of future economic conditions in addition to information about past events and current conditions.

It requires entities to consider the risk of loss even if it is remote, which may result in the recognition of credit losses on assets

that do not have evidence of credit deterioration.

The Company is currently evaluating the impact

of this ASU on our financial statements.

The Company is currently evaluating the impact of this ASU on the consolidated

financial statements.

November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

6 unchanged sentences

The Company is currently evaluating the impact

of our pending adoption of ASU 2023-07 on our consolidated financial statements.

of our pending adoption of ASU 2023-07 on the consolidated financial statements.

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

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 consolidated financial statements.

November 2024, the FASB issued ASU 2024-03, “Income Statement (Topic 220):

Reporting Comprehensive Income - Expense Disaggregation

Disclosures, Disaggregation of Income Statement Expenses”, that requires public companies to disclose, in interim and reporting

periods, additional information about certain expenses in the financial statements.

ASU 2024-03 is effective for annual periods beginning

after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted and is effective

on either a prospective basis or retrospective basis.

The Company is currently assessing the potential impacts of adoption on the consolidated

financial statements.

November 2024, the FASB issued ASU 2024-04, “Debt with Conversion and Other Options (Subtopic 470-20), which clarifies the requirements

for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06.

Adoption can be on a prospective or

retrospective basis.

The Company is currently in the process of evaluating the impact of adoption on the consolidated financial statements.

Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material

1 unchanged sentence

3 – SEGMENT AND GEOGRAPHIC INFORMATION

the first quarter of fiscal year 2023, the Company reorganized its reporting segments to be in line with its current structure.

reports and evaluates financial information for three current segments:

the Security segment, Industrial Services segment and the Corporate

The historical segment information has been recast to conform to the current segment structure.

All intersegment transactions have been eliminated, values are presented net of eliminations.

Operating segments

The Company determines its reporting units in accordance with the

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting.

The Company evaluates a reporting unit by first identifying its operating segments under ASC 280.

The Company operates as four operating

segments which is reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.

operating decision-maker is responsible for the allocation of resources and assessing the performance of the operating segment and has

been identified as Saagar Govil, the CEO of the Company.

Company’s reporting segments consist of Security and Industrial Services.

Additionally, the Company’s operational structure

also reports unallocated corporate expenses.

All intersegment transactions have been eliminated and values are presented net of eliminations.

Company determines its reporting units in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) 280, Segment Reporting.

The Company evaluates a reporting unit by first identifying its operating segments

under ASC 280.

The Company operates as two operating segments and unallocated corporate expenses which is reported in a manner consistent

with the internal reporting provided to the chief operating decision-maker.

The chief operating decision-maker is responsible for the

allocation of resources and assessing the performance of the operating segment and has been identified as Saagar Govil, the CEO of the

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, consulting expenses related to accounting and corporate matters, and interest

expense on notes payable.

Security segment operates under the Vicon brand that deliver cutting-edge software and hardware technologies:

19 unchanged sentences

Industrial Services

Year ended September 30, 2023

Year ended September 30, 2022

For the year ended September 30, 2024

the year ended September 30, 2023

Industrial Services

2 unchanged sentences

Operating expenses

Sales, general, and administrative

General, and administrative

Depreciation and amortization

Goodwill impairment

Research and development

Goodwill Impairment

Operating (loss)/income

5 unchanged sentences

$ ( 1,511,508 )

Other income/(expense)

Other (expense)/income

$ ( 492,330 )

2 unchanged sentences

$ ( 2,206,604 )

$ ( 166,369 )

$ ( 4,437,082 )

$ ( 4,489,605 )

September 30,

2 unchanged sentences

Industrial Services

Discontinued operations

Company generates revenue from product sales and services from its subsidiaries located in the United States, the United Kingdom, and

1 unchanged sentence

SCHEDULE OF REVENUE FROM PRODUCT SALES AND SERVICES FROM ITS SUBSIDIARIES

For the year ended

September 30,

32 unchanged sentences

ability to continue as a going concern.

Company’s fair value assets for the years ended September 30, 2023, and 2022, are as follows;

SCHEDULE OF FAIR VALUE OF ASSETS

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

Balance as of

September 30,

Investment in marketable securities (included in short-term investments)

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

Balance as of

Company’s fair value assets for the years ended September 30, 2024, are as follows.

SCHEDULE OF FAIR VALUE OF LIABILITIES

Quoted Prices

Identical Assets

September 30,

Investment in marketable securities (included in short-term investments)

Warrant liabilities

September 30, 2023, the Company had no fair value assets or liabilities.

summary of the warrant liabilities activity for the year ended September 30, 2024, is as follows.

SCHEDULE OF THE WARRANT LIABILITIES ACTIVITY

Series A Warrants

Series B Warrants

Prefunded Warrants

Warrant Liabilities at September 30, 2023

Warrants Issued

Warrants Exercised

( 1,060,113 )

( 3,190,320 )

( 4,250,433 )

Fair market revaluation

( 6,022,169 )

( 1,903,933 )

( 7,840,951 )

Warrant Liabilities at September 30, 2024

5 – RESTRICTED CASH

6 unchanged sentences

Additionally, there was $ 100,000 of restricted cash in escrow per the purchase agreement with Heisey

Mechanical, Ltd..

Mechanical, Ltd, an additional $ 325,340 in escrow related to bond requirements on certain public projects, and $ 66,935 in deposit guarantees.

6 – TRADE RECEIVABLES, NET

receivables, net consists of the following.

OF TRADE RECEIVABLES, NET

September 30,

SCHEDULE OF TRADE RECEIVABLES, NET

September 30,

1 unchanged sentence

Trade receivables

Allowance for doubtful accounts

Allowance for credit losses

Accounts receivables,

receivables, net were $ 5,399,216 at September 30, 2022.

receivables include amounts due for shipped products and services rendered.

Allowance for doubtful accounts includes estimated losses resulting from the inability of our customers to make the required payments.

for credit losses include estimated losses resulting from the application of the CECL method to our trade receivables.

7 – PREPAID AND OTHER CURRENT ASSETS

and other current assets consist of the following.

OF PREPAID AND OTHER CURRENT ASSETS

SUMMARY OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

September 30, 2024

3 unchanged sentences

Deferred costs

Short-term investments

Prepaid income taxes

VAT and GST tax receivable

Prepaid expenses and other assets total

Prepaid expenses and other current assets total

8 – INVENTORY, NET

net of reserves, consist of the following.

OF INVENTORY, NET

SCHEDULE OF INVENTORY, NET

September 30,

3 unchanged sentences

Finished goods

Inventory, gross

Allowance for inventory obsolescence

( 1,088,377 )

Inventory –net of allowance for inventory obsolescence

Inventory, net

9 – PROPERTY AND EQUIPMENT

and equipment are summarized as follows.

OF PROPERTY AND EQUIPMENT

SUMMARY OF PROPERTY AND EQUIPMENT

September 30,

9 unchanged sentences

Property and equipment, net

Depreciation and amortization

of property and equipment totaled approximately $ 1,026,075

and $ 1,752,098

for fiscal years ended September 30, 2023, and 2022, respectively recorded as general and administrative expenses on the Company’s

consolidated statement of operations and comprehensive income/(loss).

Company completed the annual impairment test of property and equipment and determined that there was no impairment

as the fair value of property and equipment substantially exceeded their carrying values at September 30, 2024.

Depreciation and

amortization of property and equipment totaled approximately $ 1,328,741 and

$ 1,026,075 for

fiscal years ended September 30, 2024, and 2023, respectively and are recorded as general and administrative expenses on the

Company’s Consolidated Statements of Operations.

Additionally, depreciation and amortization of property and equipment

of approximately $ 53,895 and $ 33,256 for fiscal years ended September 30, 2024, and 2023, respectively and are recorded as cost of

revenues, Security on the Company’s Consolidated Statements of Operations.

10 – GOODWILL

Changes in the carrying amount of goodwill, by segment, are as follows

in the carrying amount of goodwill, by segment, are as follows.

SCHEDULE OF GOODWILL BY SEGMENT

1 unchanged sentence

Balance at September 30, 2023

Impairment losses

( 3,316,000 )

Reclassified to assets held for sale

Balance at September 30, 2022

Purchase price allocation adjustment

Balance at September 30, 2024

For the year ended September 30, 2023, no impairment of the Company’s

goodwill was recorded and for the year ended September 30,2022, an impairment of the Company’s goodwill of $ 3,316,000 was recorded.

the year ended September 30, 2024, $ 530,475 of impairment of the Company’s goodwill was recorded.

of September 30, 2024, and September 30, 2023, accumulated impairment losses of $ 3,846,475 and $ 3,316,000 related to the Security segment

have been recorded.

11 - OTHER ASSETS

November 13, 2020, and January 19, 2022, Cemtrex made $ 500,000 investments, on July 18, 2023, and October 5, 2023, made additional $ 100,000

investments, and on October 17, 2024, and November 18, 2024, made additional $ 50,000 investments on each respective 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 included in other assets in the accompanying

consolidated balance sheet and the Company accounts for this investment and recorded at cost.

No impairment has been recorded for the

years ended September 30, 2024 and 2023.

assts consists of the following.

OF OTHER ASSETS

SCHEDULE OF OTHER ASSETS

September 30, 2024

7 unchanged sentences

expenses consist of the following.

OF ACCRUED EXPENSES

SCHEDULE OF ACCRUED EXPENSES

September 30, 2024

1 unchanged sentence

Accrued expenses

Accrued payable on inventory in transit

Accrued payroll

Accrued warranty

Accrued expenses total total

Accrued expenses total

13 – DEFERRED REVENUE

Company’s deferred revenue as of and for the years ended September 30, 2024, and 2023, are as follows.

OF DEFERRED REVENUE

SCHEDULE OF DEFERRED REVENUE

For the year ended

6 unchanged sentences

Deferred software revenues

( 2,677,329 )

( 2,156,552 )

Deferred revenue at end of period

1 unchanged sentence

Long-term deferred revenue at end of period

the years ended September 30, 2024, and 2023, the Company recognized revenue of $ 1,555,423 , and $ 1,190,479 , respectively, that was previously

included in the beginning balance of deferred revenues.

14 - CONTRACT ASSETS AND LIABILITES

13 unchanged sentences

OF CONTRACT ASSETS AND LIABILITIES

For the year ended

September 30, 2024

5 unchanged sentences

( 14,850,020 )

Net (billings in excess of costs)/earnings in excess of billings, Ending balance

$ ( 268,997 )

the years ended September 30, 2024, and 2023, the Company recognized revenue of $ 905,319 and $ 369,835 , respectively, that was previously

included in the beginning balance of contract liabilities.

OF CONTRACT ASSETS AND CONTACT LIABILITIES

September 30, 2024

September 30, 2023

For the year ended

September 30, 2024

Included in the accompanying balance sheet under the following captions

Contract assets

Contract liabilites

September 30, 2023

Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts

Contract asset, beginning balance

Changes in revenue billed, contract price or cost estimates

Contract asset, net, ending balance

Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts

Contract liability, beginning balance

$ ( 369,890 )

Changes in revenue billed, contract price or cost estimates

Contract liability, ending balance

$ ( 1,254,204 )

$ ( 980,319 )

Net Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts

Net billings in excess of costs, beginning balance

Changes in revenue billed, contract price or cost estimates

$ ( 1,027,879 )

Net billings in excess of costs, ending balance

$ ( 268,997 )

Company is party to contracts where we lease property from others under contracts classified as operating leases.

3 unchanged sentences

approximately 3.3 years at September 30, 2024, and 3 years at September 30, 2023.

Lease liabilities were $ 2,348,689 with $ 741,487 classified

as short-term at September 30, 2023, and $ 2,576,963 with $ 754,495 , classified as short-term at September 30, 2022.

The weighted average

discount rate used to measure lease liabilities was approximately 5.66 % at September 30, 2023, and 2022.

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.

Company also made the accounting policy decision not to recognize lease assets and liabilities for leases with a term of 12 months or

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 with $ 4,200 of expense for the year ended September 30, 2023 and approximately 911

square feet of office space in Clovis, CA on a month-to-month lease at a monthly rent of $ 4,930

with $ 5,550 of expense for the year ended September 30, 2023.

The expense is under the caption “General and administrative” on the Company’s Consolidated Statement

of Operations.

The weighted average discount rate used to measure

lease liabilities was approximately 6.54 % at September 30, 2024, and 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.

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 with $ 7,200 of expense for the year ended September 30, 2024 and approximately 911 square feet of office space

in Clovis, CA on a month-to-month lease at a monthly rent of $ 4,202 with $ 58,996 of expense for the year ended September 30, 2024.

expense is under the caption “General and administrative” on the Company’s Consolidated Statements of Operations.

reconciliation of undiscounted cash flows to operating lease liabilities recognized in the Consolidated Balance Sheet at September 30,

3 unchanged sentences

Operating Leases

2028 & Thereafter

Undiscounted lease payments

1 unchanged sentence

Discounted lease payments

Less short-term operating lease liabilities

Long-term operating lease liabilities

costs for the years ended September 30, 2024, and 2023 are set forth below.

3 unchanged sentences

Operating lease costs

Short-term lease costs

Total lease cost

16 – LINES OF CREDIT AND LONG-TERM LIABILITIES

January 12, 2023, the Company entered into a standstill agreement with Streeterville Capital, LLC.

The lender has agreed to refrain and

forbear temporarily from making redemptions under the notes for a period ending on April 12, 2023.

In addition, the company has agreed

to an increase of the outstanding balance of the note issued on September 30, 2021, for the original amount of $ 5,755,000 by $ 148,000 ,

and the outstanding balance of the note issued on February 22, 2022, for the original amount of $ 9,205,000 by $ 303,422 .

The aggregate

amount of $ 451,422 has been recorded as interest expense on the Company’s Consolidated Statement of Operations and Consolidated

Statements of Cash Flow.

February 15, 2023, the Company and Fulton Bank agreed to an amendment to the Master Agreement Regarding Financial Covenants and Financial

Deliverables dated September 22, 2020.

March 3, 2023, the Company and NIL Funding agreed at an amendment to the term loan agreement dated September 18, 2018.

This agreement

amends the maturity date to December 31, 2024 , and amends the interest rate to 11.5 %.

Additionally, the Company paid $ 10,000 in fees

and made an additional principal payment of $ 100,000 on March 29, 2023, and is required to make another additional principal payment

of $ 100,000 on or before March 29, 2024.

The Company has accounted for this amendment as a debt modification.

May 3, 2023, the Company and Streeterville Capital, LLC.

agreed to an amendment to the note issued on September 30, 2021, for the original

amount of $ 5,755,000 .

The agreement extends the maturity date to June 30, 2024 , in exchange for a fee of 5 % of the outstanding balance

or approximately $ 252,912 added to the outstanding balance of the note.

The Company has accounted for this amendment as a debt modification.

April 3, 2023, the Company and SeKureID Solutions Corp., entered into a software license agreement, where the company obtained the right

to use source code for its security products in exchange for $ 1,125,000 payable in (15) fifteen equal monthly installments of $ 75,000 .

The current balance of $ 675,000 is presented on the Consolidated Balance Sheets as of September 30, 2023, under Short-term liabilities,

net of unamortized original issue discounts.

July 1, 2023, as part of the Heisey acquisition, the Company issued a note payable to Heisey Mechanical, Ltd.

In the amount of $ 240,000 .

This note carries interest of 6 % and is payable one year from the date of the note.

The current balance of $ 240,000 is presented on the

Consolidated Balance Sheets as of September 30, 2023, under the caption Short-term liabilities, net of unamortized original issue discounts.

July 1, 2023, as part of the Heisey acquisition, the Company acquired a loan from Fulton Bank in the amount of $ 2,160,000 .

The loan carries

interest at the Secured Overnight Financing Rate (SOFR) plus 2.8 % and matures on July 1, 2030 .

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 .

OF LINES OF CREDIT AND LIABILITIES

Interest Rate

line of credit

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 September 30, 2024, the Company had enough eligible assets to access the full credit line.

The Company was in compliance with all loan covenants as of September 30, 2024.

The funds were used to pay the NIL Funding term loan

and will fund operations of the Vicon entity.

As of September 30, 2024, this loan had a balance of $ 3,125,011 , with no remaining unamortized

loan origination fees.

There were $ 1,874,989 in available funds as of September 30, 2024.

August 31, 2023, the Company and Streeterville Capital, LLC (“Streeterville”) 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.

April 30, 2024, the Company 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, with $ 239,813 classified as short-term , and 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.

To date, the Company has paid Streeterville $ 4,588,897 under this agreement.

Payable to Bank

September 5, 2024, the Company acquired a loan from Fulton Bank in the amount of $ 312,000 in order to fund new equipment for Advanced

Industrial Services, Inc.

This loan carries interest of SOFR plus 2.37 % per annum.

This loan carries loan covenants which the Company

was in compliance with as of September 30, 2024.

This loan is secured by the assets of the Company.

December 5, 2023, the Company acquired a loan from HDFC Bank in the amount of ₹ 2,352,700 ($ 28,219 on date of loan acquisition)

in order to fund a vehicle for Cemtrex Technologies Pvt, Ltd., Inc.

This loan carries interest of 8.7 % per annum.

This loan was paid

in full prior to the maturity date on June 3, 2024.

OF LINES OF CREDIT AND LONG TERM LIABILITIES

September 30,

Fulton Bank loan $ 5,250,000 for the purchase of AIS $ 5,000,000 of the proceeds went to the direct purchase of AIS.

SOFR plus 2.37 %( 5.35 % as of September 30, 2022)

Fulton Bank loan $ 400,000 fund equipment for AIS.

SOFR plus 2.37 % ( 5.35 % as of September 30, 2022)

Interest Rate

Fulton Bank - $360,000 fund equipment for AIS.

The Company was in compliance with loan covenants as of June 30, 2023.

The Company was in compliance with loan covenants as of September 30, 2024.

This loan is secured by certain assets of the Company.

SOFR plus 2.37% (7.33% as of September 30, 2024 and 7.68% as of September 30, 2023).

Fulton Bank - $ 360,000 fund equipment for AIS.

The Company was in compliance with loan covenants as of September 30, 2024.

This loan is secured by certain assets of the Company.

SOFR plus 2.37 % ( 7.33 % as of September 30, 2024 and 7.68 % as of September 30, 2023).

Fulton Bank - $ 312,000 fund equipment for AIS.

The Company was in compliance with loan covenants as of September 30, 2024.

This loan is secured by certain assets of the Company.

SOFR plus 2.37 % ( 7.33 % as of September 30, 2024 and 7.68 % as of September 30, 2023).

Fulton Bank mortgage $ 2,476,000 .

1 unchanged sentence

This loan is secured by the underlying asset.

SOFR plus 2.62 % ( 7.93 % on September 30, 2023 and 5.6 % as of September 30, 2022).

SOFR plus 2.62 % ( 7.58 % on September 30, 2024 and ( 7.93 % on September 30, 2023).

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.

SOFR plus 2.80 % per annum ( 8.11 % as of September 30, 2023).

Fulton Bank (HEISEY) - promissory note related to purchase of Heisey;

The loan is collateralized by 615 Florence Street and 740 Barber Street and guaranteed by AIS and Cemtrex.

SOFR plus 2.80 % per annum ( 7.76 % as of September 30, 2024 and 8.11 % as of September 30, 2023).

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 all assets and guaranteed by the Parent;

The note is collateralized by the Heisey assets and guaranteed by the Parent;

matures in 2030.

SOFR plus 2.8 % per annum ( 8.11 % as of September 30, 2023)

Note payable - $ 439,774 .

For the purchase of VDI.

Payable in two installments on October 26, 2021, and October 26, 2022.

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 and $ 250,000 , as of September 30, 2023 and September 30, 2022 respectively.

SOFR plus 2.80 % per annum ( 7.76 % as of September 30, 2024 and 8.11 % as of September 30, 2023).

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 September 30, 2024 and September 30, 2023.

Note payable - $ 9,205,000 .

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28,572 shares of common stock valued at $ 700,400 recognized as additional original issue discount.

Unamortized original issue discount balance of $ 0 and $ 1,064,778 as of September 30, 2023 and September 30, 2022 respectivly.

Unamortized original issue discount balance of $ 0 as of September 30, 2024 and September 30, 2023.

Note Payable - $ 240,000 For the purchase of Heisey Mechanical, Ltd.

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Software License Agreement - $ 1,125,000 , for the purchase of software source code for use in our Security segment products

Total lines of credit and secured liabilities

Current maturities

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( 14,507,711 )

Unamortized original issue discount

( 1,305,778 )

Lines of credit and secured liabilities, Long Term

Long-term debt

maturities of the Company’s long-term debt over the next 5 years are as follows.

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Fulton Bank - $360,000

Fulton Bank - $ 360,000

Fulton Bank - $ 312,000

Fulton Bank - $ 2.16 Mil

2 unchanged sentences

Notes Payable

Software License Agreement

17 – RELATED PARTY TRANSACTIONS

of September 30, 2023, and September 30, 2022, there was $ 3,806 payable due to Ducon Technologies, Inc.

and $ 19,133 , respectively, payable

due to Ducon Technologies, Inc., which is controlled by Aron Govil, the Company’s Founder and Former Director and CFO.

As of September

30, 2023, there were $ 637,208 of receivables due from Ducon Technologies, Inc.

The Company has negotiated a payment agreement regarding

past receivables and other liabilities due to Cemtrex, Inc.

of September 30, 2024, and September 30, 2023, there was $ 0

and $ 3,806 ,

respectively, payable due to Ducon Technologies, Inc., which is controlled by Aron Govil, the Company’s Founder and Former Director

As of September 30, 2023, there were $ 637,208

of receivables due from Ducon Technologies, Inc.

The Company negotiated a payment agreement regarding past receivables and other liabilities due to Cemtrex, Inc.

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 .

Receivables of $ 708,512 representing the amount due from

Ducon to Cemtrex Technologies Pvt.

the Company’s subsidiary based in India has been written off in fiscal 2022 to bad debt

and appears on the Company’s consolidated statements of operations under general and administrative expenses.

This agreement was in the form of a secured promissory note earning interest at a rate of 5 %

per annum and matured on July

The Company did not receive payment

on this note at the maturity date and placed a full allowance on the note during fiscal year 2024 and appears on the Company’s

Consolidated Statements of Operations and Comprehensive Loss under general and administrative expenses.

February 26, 2021, the Company entered into a Settlement Agreement and Release with Aron Govil regarding a dispute over an alleged misappropriation

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with Management concluded the settlement represented fair value.

discussed above, Mr.

Govil also executed a secured promissory note (the “Note”) in the amount of $ 1,533,280 .

The Note matures

and is due in full in two years and bears interest at 9 % per annum and is secured by all of Mr.

The Note matured and was due in full

in two years and boar interest at 9 % per annum and was secured by all of Mr.

Govil’s assets.

agreed to sign an affidavit confessing judgment in the event of a default on the Note.

While the Company believes the note is fully collectible,

in accordance with ASC 450-30, Gain Contingencies, the Company determined the gain will not be recognized until the note is paid.

the note and associated gain is not presented on the Company’s Consolidated Balance Sheets and Consolidated Statements of Operations

and Comprehensive Income/(Loss).

Govil also agreed to sign an affidavit

confessing judgment in the event of a default on the Note.

In accordance with ASC 450-30, Gain Contingencies, the Company determined

the gain will not be recognized until the note is paid.

Accordingly, the note and associated gain is not presented on the Company’s

consolidated balance sheets and consolidated statements of operations and comprehensive loss.

The Company has not received payment on

this note to date.

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),

Govil (see NOTE 1).

of September 30, 2023, there was $ 476,134 in trade receivables due from these companies and $ 64,703 in accounts payables.

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.

The successor Company conducts business under the name CXR, Inc.

November 22, 2022, the Company completed the above disposition for the following consideration.

comprised of:

in cash payable at Closing;

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, Purchaser shall be obligated to pay the difference between

$ 820,000 and the royalties paid.

Advanced Technologies, Inc.

in cash payable at Closing;

royalty of all revenues on the Business to be paid 90 days after the end of each calendar

year for the next 5 years ;

in SAFE (common equity) at any subsequent fundraising or exit above $5,000,000 with a $10,000,000

Company’s Board of Directors, excluding Saagar Govil who abstained from all voting on these agreements, approved these actions

and agreements.

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.

All receivables due from SmartDesk, Inc, have

a full allowance placed on them, no payments have been received.

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 to $ 660,621 and during the years ended September 30, 2024, and 2023 the Company recognized $ 53,126

and $ 44,272 of royalties due, respectively, and will amortize the remaining amount over the period the royalties are due.

Additionally,

the Company received $ 76,000 in royalty payments.

of September 30, 2024, there was $ 685,788 in

trade receivables due from CXR, Inc.

Of these receivables $ 60,628

$ 132,102 are related to costs paid by Cemtrex related to payroll during the transition of employees to the new company and some subscription

services that are set up on auto pay with a credit card.

The remaining $ 344,032 is related to services provided by Cemtrex Technologies

related to costs paid by Cemtrex related to payroll during the transition of employees to the new company and some subscription services

that are set up on auto pay with a credit card.

related to the current amount of royalties due and the remaining $ 409,752

related to services provided by Cemtrex Technologies Pvt.

in the normal course of business.

During Fiscal year 2023, the Company recognized $ 1,522,102 of revenue from these companies.

During fiscal year 2023, $ 38,027 of trade receivables were reserved for by the Company’s subsidiary Cemtrex Technologies Pvt.

Due to regulations by the Indian tax authority.

The Company will keep this allowance in place but considers the debt to be collectable.

These balances are presented on the Consolidated Balance Sheets under the captions “Trade receivables - related party” and

“Accounts payable - related party”.

of September 30, 2023, there were royalties receivable from the sale of Cemtrex, XR, Inc.

of $ 704,893 , $ 30,000 is considered short-term and reported under the caption

“Trade receivables - related party”.

These balances are presented on the

Consolidated Balance Sheets under the caption “Trade receivables - related party”.

The long-term balance of royalties of

presented on the Company’s Consolidated Balance Sheets under the caption “Note receivable, net - related party”.

Fiscal year 2024, the Company recognized $ 665,520

revenue from CXR, Inc.

18 – STOCKHOLDERS’ EQUITY

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as otherwise provided in the certificate of designation, preferences and rights or as required by law, the Series 1 Preferred will vote

together with the shares of our common stock (and not as a separate class) at any annual or special meeting of stockholders.

required by law, each holder of shares of Series 1 Preferred will be entitled to two votes for each share of Series 1 Preferred held

together with the shares of our common stock (and not as a separate class) at any annual or special meetings of stockholders.

as required by law, each holder of shares of Series 1 Preferred will be entitled to two votes for each share of Series 1 Preferred held

on the record date as though each share of Series 1 Preferred were 2 shares of our common stock.

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as applicable:

to our Series A preferred stock, common stock and any other class of capital stock we issue in the future unless the terms of that

stock provide that it ranks senior to any or all of the Series 1 Preferred;

a parity with any class of capital stock we issue in the future the terms of which provide that it will rank on a parity with any

or all of the Series 1 Preferred;

to each class of capital stock issued in the future the terms of which expressly provide that such capital stock will rank senior

to the Series 1 Preferred and the common stock;

to our Series A preferred stock, common stock and any other class of capital stock we issue

in the future unless the terms of that stock provide that it ranks senior to any or all of

the Series 1 Preferred;

a parity with any class of capital stock we issue in the future the terms of which provide

that it will rank on a parity with any or all of the Series 1 Preferred;

to each class of capital stock issued in the future the terms of which expressly provide

that such capital stock will rank senior to the Series 1 Preferred and the common stock;

to all of our existing and future indebtedness.

11 unchanged sentences

from all holders or may choose the shares to be redeemed by lot or by any other equitable method.

March 30, 2020, the Company amended the Certificate of Designation (the “Amended Certificate of Designation”) for our Series

1 Preferred Stock (the “Series 1 Stock”).

The Amended Certificate of Designation increased the number of authorized preferred

shares under the designation for our Series 1 Preferred Stock from 3,000,000 shares to 4,000,000 shares.

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.”

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 became effective 90 days after filing of the Form 25.

the year ended September 30, 2024, and 2023, 235,762 and 213,894 shares of Series 1 Preferred Stock were issued to pay dividends to holders

4 unchanged sentences

The Company currently holds 64,100 shares of Series 1 Stock in Treasury stock.

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.

has announced a special meeting of Series 1 Preferred stock shareholders scheduled for December 26, 2023, to approve the reverse stock

August 22, 2023, the Board of Directors (the “Board”) of Cemtrex, Inc.

5 unchanged sentences

securities laws, including Rule 10b-18 of the Exchange Act.

the year ended September 30, 2024, the Company has bought back and later cancelled 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.

Board also authorized the Company to enter into written trading plans under Rule 10b5-1 of the Exchange Act.

10 unchanged sentences

and alternative investment opportunities.

Company is authorized to issue 50,000,000 shares of common stock, $ 0.001 par value.

As of September 30, 2023, there were 1,045,789 shares

issued and outstanding and at September 30, 2022, there were 754,711 shares issued and outstanding.

January 25, 2023, the Company completed a 35:1 reverse stock split on its common stock.

All share and per share data have been retroactively

adjusted for this reverse split.

On February 2, 2023, 19,314 shares were issued for rounding shares of the reverse stock split.

the year ended September 30, 2023, 241,655 shares of the Company’s common stock have been issued to satisfy $ 780,140 of notes payable,

$ 769,860 in accrued interest, and $ 367873 of excess value of shares issued recorded as interest expense.

the year ended September 30, 2023, 30,103 shares of the Company’s common stock have been issued in exchange for services valued

at $ 215,800 .

October 2, 2024, and November 26, 2024, the Company completed a 60:1 and 35:1 , respectively, reverse stock split on its common

All share and per share data have been retroactively adjusted for the reverse splits.

August 2, 2024, the Company increased the number of authorized shares of common stock from 50,000,000 to 70,000,000 shares, $ 0.001 par

As of September 30, 2024, there were 14,176 shares issued and outstanding and at September 30, 2023, there were 498 shares

issued and outstanding.

2024 Equity Financing

May 1, 2024, the Company entered into an underwriting agreement with Aegis Capital Corp., in connection with a firm commitment underwritten

public offering (the “Offering”), providing for the issuance 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 $0.85 per share, 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 (ii) 11,210,000

pre-funded units (the “Pre-funded 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.

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.

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 to cover over-allotments, if any.

The Offering closed on May 3,

An aggregate of 11,764,705 Units (which includes 554,705 shares of common stock), 11,210,000 Pre-Funded Units (which includes 11,210,000

Pre-Funded Warrants), and a Series A Warrant and a Series B Warrant 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 $ 10,035,293 , before deducting underwriting discounts and other issuance expenses of $ 995,333 .

The underwriting

discounts and other issuance expenses were expensed since the Series A, Series B, and Pre-Funded Warrants were each determined to be

liabilities and recorded at their fair value.

2024 Warrants

Company evaluated the Series A, Series B, and Prefunded Warrants (collectively, the “Warrants”) in accordance with the guidance

at ASC 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging, and determined that the Warrants are precluded

from being considered indexed to the entity’s own stock, resulting in the Warrants being classified as a liability.

The fair value

of the Series A Warrants was determined based on the stock price on issuance of $ 0.277 multiplied by the total number of shares of common

stock issuable upon exercise of the Series A alternative cashless exercise.

Under the alternative cashless exercise, the Holder is entitled

to receive three times the normal number of shares issued in a cash exercise.

The Series A Holder may only execute the alternative

cashless exercise after Stockholder Approval (and received June 17, 2024);

at the time of issuance, Stockholder Approval was deemed perfunctory

and almost certain to occur, and the most likely settlement option would be through the alternative cashless exercise.

In addition, beginning on the date of the Warrant Stockholder Approval, the Warrants will contain a reset of the

exercise price to a price equal to the lesser of (i) the then-current exercise price and (ii) lowest volume weighted average price for

the five trading days immediately preceding and immediately following the date we effect a reverse stock split in the future with a proportionate

adjustment to the number of shares underlying the Warrants.

As such, upon

issuance, the total fair value of the Series A Warrants was $ 11,242,940 , which was based on 40,588,230 units issued under the alternative

cashless exercise.

The measurement of fair value of the Series B Warrants were determined utilizing a Black-Scholes model considering

all relevant assumptions current at the date of issuance (i.e., share price of $ 0.277 , exercise price of $ 0.85 , term of five years , volatility

of 132 %, risk-free rate of 4.5 %, and expected dividend rate of 0 %).

The grant date fair value of these Series B Warrants was estimated

to be $ 2,942,711 on May 3, 2024, and such warrants

were classified as liabilities.

Due to the nominal exercise price, the fair value of the Prefunded Warrants was based on the intrinsic

value of each Warrant on the grant date.

The intrinsic value was calculated based on the May 3, 2024, stock price of $ 0.277 and the strike

price of $ 0.001 , resulting in a total fair value of $ 3,105,170 .

The total fair value of the Warrants upon issuance was $ 17,290,821 .

that the gross proceeds received of $ 10,035,292 was less than the total fair value of the liability classified Warrants, the Company

recorded a loss on excess fair value of $ 7,255,528 at issuance.

the year ended September 30, 2024, the Company issued 5,603

shares of common stock to satisfy the Prefunded Warrants described above and 2,100

shares of common stock to satisfy 1,469,531 Series

SCHEDULE SHARES ISSUABLE UNDER WARRANTS OUTSTANDING

Warrant Shares

Weighted Average

Exercise Price

Weighted Average

Contractual Term

Outstanding at September 30, 2023

Warrants granted

Warrants exercised

( 15,618,593 )

Warrants forfeited

Warrants cancelled

Outstanding at September 30, 2024

Exercisable at September 30, 2024

19 – SHARE-BASED COMPENSATION

1 unchanged sentence

a stock option for 6 shares.

These options have an exercise price of $ 56.00 per share, which vested upon grant and they expire after

These options have an exercise price of $ 117,281.88 per share, which vested upon grant, and they expire

after seven years.

Additionally, Mr.

3 unchanged sentences

2 shares of the Corporation’s common stock, CETX at an exercise price of $ 201,660.48 per share vesting on September 25,

April 28, 2022, the Company granted Brian Kwon, Manpreet Singh, Chris Wagner, and Metodi Filipov, all Directors of the Company, stock

options for 2,931 shares each, 11,724 in the aggregate.

These options have an exercise price of $ 13.65 per share, which vest over one

year , and expire after five years .

The options granted to Mr.

Wagner were cancelled upon his resignation from the Board on November 8,

following weighted-average assumptions were used to estimate the fair value of the common stock option liability for the options granted

to Brian Kwon, Manpreet Singh, Chris Wagner, and Metodi Filipov;

OF FAIR VALUE STOCK OPTION WEIGHTED AVERAGE ASSUMPTIONS

April 28, 2022

Expected term

Risk-free interest rate

Expected volatility

Expected dividend yield

the years ended September 30, 2023, and 2022 the Company recognized $ 106,839 and $ 155,507 of share-based compensation expense on its

outstanding options, respectively.

The share-based compensation is listed under the caption “General and administrative”

expenses on the Company’s consolidated statement of operations.

the years ended September 30, 2024, and 2023 the Company recognized $ 30,325 and $ 106,839 of share-based compensation expense on its outstanding

options, respectively.

The share-based compensation is listed under the caption “General and administrative” expenses on

the Company’s Consolidated Statements of Operations.

of September 30, 2024, there was $ 33,071 of total unrecognized compensation cost related to non-vested stock options, which is expected

to be recognized over a weighted-average period of 1.5 years.

OF STOCK OPTIONS ACTIVITY

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (in years)

Aggregate Intrinsic Value

SCHEDULE OF STOCK OPTIONS ACTIVITY

Exercise Price

Term (in years)

Outstanding at September 30, 2022

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Outstanding at September 30, 2023

Options granted

Options exercised

Options forfeited

Options cancelled

Outstanding at September 30, 2024

Vested and exercisable at September 30, 2024

20 – COMMITMENTS AND CONTINGENCIES

Company’s Industrial Services segment owns approximately (i) 25,000 square feet of warehouse space in Manchester, PA (ii) approximately

43,000 square feet of office and warehouse space in York, PA (iii) approximately 33,500 square feet of office and warehouse space and

0.71 acres of land in a non-contiguous lot utilized for outdoor storage space in Columbia, PA.

The IS segment also leases approximately

15,500 square feet of warehouse space in Emigsville, PA from a third party in a three-year lease at a monthly rent of $ 5,099 expiring

on August 31, 2025 .

Company’s Security segment leases (i) approximately 6,700 square feet of office and warehouse space in Pune, India from a third

party in an five year lease at a monthly rent of $ 6,453 (INR 456,972 ) expiring on February 28, 2024 , (ii) approximately 30,000 square

feet of office and warehouse space in Hauppauge, NY from a third party in a seven-year lease at a monthly rent of $ 28,719 expiring on

March 31, 2027 , (iii) approximately 9,400 square feet of office and warehouse space in Hampshire, England in a fifteen-year lease with

at a monthly rent of $ 7,329 (£ 5,771 ) which expires on March 24, 2031 and contains provisions to terminate in 2026 , and (iv) approximately

911 square feet of office space in Clovis, CA on a month-to-month lease at a monthly rent of $ 4,930 .

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 consolidated

financial statements.

21 – INCOME TAXES

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sourced earnings.

September 30, 2023, the Company had approximately $ 74,648,921 of

federal and $ 51,175,344 of

state net operating losses.

net operating loss carryforwards, if not utilized, will begin to expire in 2037 for federal purposes and in 2037 for state purposes.

company is currently reviewing net operating losses for Section 382 limitation purposes and will make any required adjustments to

the net operating losses at the completion of the study.

September 30, 2024, the Company had approximately $ 15,052,834

of federal, $ 5,209,518

of state, and $ 1,646,625

of foreign net operating loss carryforwards.

net operating loss carryforwards, if not utilized, will begin to expire in 2030 for federal purposes and in 2026 for state

The company is currently reviewing net operating losses for Section 382 limitation purposes and will make any

required adjustments to the net operating losses at the completion of the study.

following is a geographical breakdown of loss before the provision for income taxes.

OF (LOSS) INCOME BEFORE PROVISION FOR TAX

SCHEDULE OF (LOSS) INCOME BEFORE PROVISION FOR TAX

Year ended September 30,

1 unchanged sentence

$ ( 6,279,077 )

( 1,397,394 )

Loss before provision for income taxes

2 unchanged sentences

provision for income taxes consisted of the following.

OF PROVISION FOR INCOME TAXES

SCHEDULE OF PROVISION FOR INCOME TAXES

September 30, 2024

5 unchanged sentences

Total (benefit)/provision for income taxes

$ ( 209,345 )

Effective Income tax rate

following is a reconciliation of the effective income tax rate to the federal and state statutory rates.

OF EFFECTIVE INCOME TAX RATE RECONCILIATION

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

For the Fiscal Year

7 unchanged sentences

Return to provision

State Rate Change

Goodwill impairment

SEC settlement payment

PPP loan forgiveness

Write-Off of Related Party Note with Majority Owner

Issuance Costs - Equity Financing

Fair Value Adjustments on Warrants

Global intangible income

Permanent differences

Effective rate

Other permanent differences

Effective Tax Rate

components of our deferred tax assets and liabilities are summarized as follows.

OF DEFERRED TAX ASSETS AND LIABILITIES

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

September 30, 2024

2 unchanged sentences

Net operating Loss carryforwards

Inventory and other reserves

Allowance for bad debt

Warrants (interest expense)

Interest Expense Limitation

Capitalized R&D

Warranty reserve

Capitalized research and development

Total gross deferred taxes

4 unchanged sentences

Deferred Tax Liabilities:

Inventory and other Reserves

Deferred revenue

Prepaid expenses

Goodwill amortization

( 1,165,010 )

Total deferred tax liabilities

2 unchanged sentences

Total deferred tax assets (liabilities)

Management has concluded that it is more likely than not that the deferred

tax assets will not be realized and has reduced the asset by a valuation allowance.

has concluded that it is more likely than not that the deferred tax assets will not be realized and has reduced the asset by a valuation

22 – BUSINESS COMBINATION

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.

The real estate

of the business was purchased at fair market value on August 30, 2023, for $ 1,500,000 in a separate transaction.

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.

purchase price allocation presented below compares the preliminary allocation which was 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, compared to the final

consideration transferred and 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:

Seller’s note

Financed amount

Total consideration transferred

Purchase Price Allocation:

Contract assets

Machinery and equipment

Contract liabilities

Accrued expenses

Total consideration transferred

unaudited pro forma summary below presents the results of operations as if the Heisey acquisition occurred on October 1, 2022.

adjustments for the twelve months ended September 30, 2023, includes $ 127,800 of depreciation expense from acquired fixed assets, $ 127,883

of interest expense on the debt used in the acquisition.

The pro forma summary uses estimates and assumptions based on information available

Management believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly

from this unaudited pro forma financial information.

The unaudited pro forma information does not reflect any cost savings, operating

synergies or revenue enhancements that might have been achieved from combining the operations.

SCHEDULE OF PRO FORMA FINANCIAL INFORMATION

For the year ended

September 30, 2023

( 9,173,748 )

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.

23 – DISCONTINUED OPERATIONS

8 unchanged sentences

In accordance with ASC 310 – Receivables, the

Company has discounted the royalties due and during the nine-month ended September 30, 2023, has recognized $ 704,893 of royalties due

and will amortize the remaining amount over the period the royalties are due.

Company has discounted the royalties due to $ 660,621 and during the years ended September 30, 2024, and 2023 the Company recognized $ 53,126

and $ 44,272 of royalties due, respectively, and will amortize the remaining amount over the period the royalties are due.

Additionally,

the Company received $ 76,000 in royalty payments.

of September 30, 2024, there was $ 685,788 in trade receivables due from 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 some subscription services that are set up on

auto pay with a credit card.

$ 215,408 is related to the current amount of royalties due and the remaining $ 409,752 is related to services

provided by Cemtrex Technologies Pvt.

in the normal course of business.

These balances are presented on the Consolidated Balance

Sheets under the caption “Trade receivables - related party”.

The long-term balance of royalties of $ 456,611 is presented

on the Company’s Consolidated Balance Sheets under the caption “Note receivable, net - related party”.

During Fiscal

year 2024, the Company recognized $ 665,520 of revenue from CXR, Inc.

following table summarizes the loss on the sale recorded during fiscal year 2023, included in Income/(loss) from discontinued operations,

net of tax in the accompanying condensed consolidated statement of Operations:

net of tax in the accompanying Consolidated Statement of Operations.

SUMMARY OF LOSS ON SALE

14 unchanged sentences

Net assets sold

Pretax loss on sale of Cemtrex Advanced Technologies, Inc, and Cemtrex XR, Inc.Companies

Pretax loss on sale of Cemtrex Advanced Technologies, Inc, and Cemtrex XR, Inc.

$ ( 2,455,341 )

and liabilities included within discontinued operations on the Company’s Condensed Consolidated Balance Sheets at September 30,

2023, and September 30, 2022, are as follows;

OF FINANCIAL STATEMENTS INCLUDED WITHIN DISCONTINUED OPERATIONS

September 30,

Current assets

Cash and equivalents

Trade receivables, net

Inventory –net of allowance for inventory obsolescence

Prepaid expenses and other assets

Total current assets

Property and equipment, net

Current liabilities

Accounts payable

Short-term liabilities

Deposits from customers

Accrued expenses

Total current liabilities

Long-term liabilities

Deferred revenue

Total long-term liabilities

Total liabilities

the first quarter of fiscal 2023, Vicon completed the closure of its discontinued operating entity Vicon Systems, Ltd.

4 unchanged sentences

The net amount of $ 89,085 is recognized

on the Company’s Condensed Consolidated Income Statement as part of the Loss on Discontinued Operations.

on the Company’s Consolidated Income Statement as part of the Loss on Discontinued Operations.

from discontinued operations, net of tax and the loss on sale of discontinued operations, net of tax, of Cemtrex Advanced Technologies,

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 years ended September 30,

2023 and 2022, are as follows:

net of tax in the Company’s Consolidated Statements of Operations for the years ended September 30, 2024 and 2023, are as follows.

SCHEDULE OF FINANCIAL STATEMENTS INCLUDED WITHIN DISCONTINUED OPERATIONS

Year ended September 30,

4 unchanged sentences

Income (loss) from discontinued operations

( 2,673,707 )

Amortization of discounted royalties

5 unchanged sentences

$ ( 2,838,053 )

$ ( 2,674,507 )

24 – SUBSEQUENT EVENTS

has evaluated subsequent events up to the date the consolidated financial statements were issued.

Centrex concluded that the following

The Company concluded that the following

subsequent events have occurred and require recognition or disclosure in the consolidated financial statements.

4 unchanged sentences

shares issued subsequent to financial statements date

December 13, 2023, 9,853 shares of common stock were issued to satisfy $ 40,000 of accounts payable for services related to a consulting

October 5, 2023, the Company made an additional $ 100,000 investment 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.

line of credit and payment of NIL funding term loan

October 5, 2023, the Company obtained a revolving line of credit in the amount of $ 5 Million 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”).

The funds will be used to pay the NIL Funding term loan and to fund operations of the Vicon entity.

various dates subsequent to September 30, 2024, 1,324,503 shares of common stock were issued to satisfy Series A Warrants with an aggregate strike price value of $ 9,998,205 and

a fair market value of $ 21,515,777 .

various dates subsequent to September 30, 2024, 333,650 shares of common stock were issued to satisfy Series B Warrants with an aggregate

strike price value of $ 1,050,597 and a fair market value of $ 1,095,731 .

various dates during November and December 2024, 51,833 shares of common stock were issued to make up for fractional shares from the

November 26, 2024 reverse stock split.

October 17, 2024, and November 18, 2024, the Company made an additional $ 50,000 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.

Stock Reverse Stock Split

October 2, 2024 and November 26, 2024, the Company completed a 60:1 and 35:1 , respectively, reverse stock split of its common stock.

All share and per share data have been retroactively adjusted for the reverse splits.

Issuance of Note payable

November 21, 2024, the Company issued a note payable to Streeterville Capital, LLC, in the amount of $ 580,000 .

This note carries interest

of 8 % and matures on May 21, 2026 .

deduction of an original issue discount of $ 75,000 and legal fees of $ 5,000 , the Company received $ 500,000 in cash.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures