What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 711 added, 686 removed, 513 unchanged (73% of the section changed)

Financial Statements

Cemtrex, Inc.

and Subsidiaries

Condensed Consolidated Balance Sheets

Consolidated Balance Sheets

June 30, 2025

September 30, 2024

4 unchanged sentences

Trade receivables, net - related party

Trade receivables, net

Inventory, net

12 unchanged sentences

Operating lease liabilities - short-term

Loan from CEO

Deposits from customers

15 unchanged sentences

Stockholders’ equity

Preferred stock , $ 0.001 par value, 10,000,000 shares authorized, Series 1, 3,000,000 shares authorized,

2,579,994 shares issued and 2,515,894 shares outstanding as of March 31, 2025 and 2,456,827 shares issued and 2,392,727 shares

outstanding as of September 30, 2024 (liquidation value of $ 10 per share)

Series C, 100,000 shares authorized, 50,000 shares issued and outstanding at March 31, 2025 and September

Preferred stock value

Common stock, $ 0.001 par value, 70,000,000 shares authorized, 1,784,581 shares issued and outstanding at

March 31, 2025 and 14,176 shares issued and outstanding at September 30, 2024

Preferred stock , $ 0.001 par value, 10,000,000 shares authorized, Series 1, 3,000,000 shares

authorized, 2,705,327 shares issued and 2,641,227 shares outstanding as of June 30, 2025 and 2,456,827 shares issued and

2,392,727 shares outstanding as of September 30, 2024 (liquidation value of $ 10 per share)

Series C, 100,000 shares authorized, 50,000 shares issued and outstanding at June 30, 2025 and

September 30, 2024

Common stock, $ 0.001 par value, 70,000,000 shares authorized, 3,509,606 shares issued and outstanding at June 30, 2025 and

14,176 shares issued and outstanding at September 30, 2024

Additional paid-in capital

2 unchanged sentences

( 71,355,386 )

Treasury stock, 64,100 shares of Series 1 Preferred Stock at March 31, 2025, and September 30, 2024

Treasury stock, 64,100 shares of Series 1 Preferred Stock at June 30, 2025,

Accumulated other comprehensive income

2 unchanged sentences

Total liabilities and stockholders’ equity

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

Cemtrex, Inc.

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

and Subsidiaries

Condensed Consolidated Statements of Operations

Consolidated Statements of Operations

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

For the three months ended

For the six months ended

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

For the nine months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Cost of revenues

3 unchanged sentences

Total operating expenses

Operating income/(loss)

Operating (loss)/income

( 3,179,516 )

1 unchanged sentence

Other (expense)/income

Other income, net

Other income/(expense), net

Interest expense

( 1,398,415 )

Loss on exercise of warrant liabilities

( 1,697,803 )

Gain/(loss) on exercise of warrant liabilities

( 7,255,528 )

( 15,722,097 )

( 7,255,528 )

Changes in fair value of warrant liability

( 3,615,437 )

( 8,928,275 )

Total other income/(expense), net

( 3,934,931 )

Net income/(loss) before income taxes

( 5,902,493 )

1 unchanged sentence

( 6,855,804 )

Net loss before income taxes

( 4,577,332 )

( 9,082,009 )

( 24,402,990 )

( 11,805,833 )

Income tax expense

Income/(loss) from Continuing operations

Loss from continuing operations

( 4,591,367 )

1 unchanged sentence

( 24,648,088 )

Income/(loss) from discontinued operations, net of tax

Net income/(loss)

( 12,043,882 )

(Loss)/income from discontinued operations, net of tax

( 4,633,647 )

( 9,139,319 )

Less net income/(loss) in noncontrolling interest

Net income/(loss) attributable to Cemtrex, Inc.

( 24,930,687 )

( 12,012,943 )

Less net loss in noncontrolling interest

Net loss attributable to Cemtrex, Inc.

$ ( 4,543,335 )

$ ( 8,981,026 )

$ ( 24,914,760 )

$ ( 11,661,731 )

Income/(loss) per share - Basic & Diluted

1 unchanged sentence

$ ( 2,232.92 )

$ ( 5,497.36 )

Discontinued Operations

Weighted Average Number of Shares-Basic & Diluted

Condensed Consolidated Statements of Comprehensive

Income/(Loss )

Consolidated Statements of Comprehensive Loss

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

For the three months ended

For the six months ended

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

For the nine months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Other comprehensive loss

Net income/(loss)

$ ( 4,633,647 )

1 unchanged sentence

$ ( 24,930,687 )

Foreign currency translation loss

Comprehensive income/(loss)

$ ( 12,012,943 )

Foreign currency translation gain/(loss)

Comprehensive loss

( 4,400,561 )

( 8,950,828 )

Less net income/(loss) in noncontrolling interest

Comprehensive income/(loss) attributable to Cemtrex, Inc.

( 25,252,522 )

( 12,127,374 )

Less net (loss)/income in noncontrolling interest

Comprehensive loss attributable to Cemtrex, Inc.

$ ( 4,310,249 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

Cemtrex, Inc.

$ ( 9,109,121 )

$ ( 25,236,595 )

$ ( 11,776,162 )

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

and Subsidiaries

Condensed Consolidated Statement of Stockholders’

Preferred Stock

Consolidated Statement of Stockholders’ Equity

Stock Series 1 Par Value $0.001

Stock Series C Par Value $0.001

Stock Par Value $0.001

64,100 shares of

Comprehensive

Stockholders’

1 Preferred Stock

Treasury Stock, 64,100

Par Value $0.001

Additional Paid-in

Series 1 Preferred

other Comprehensive

Cemtrex Stockholders’

Non- controlling

Balance at September 30, 2024

at September 30, 2024

$ ( 71,355,386 )

$ ( 148,291 )

Foreign currency translation loss

Share-based compensation

Dividends paid in Series 1 preferred shares

Exercise of Series A warrants

Exercise of Series B warrants

Income/(loss) attributable to noncontrolling interest

currency translation loss

paid in Series 1 preferred shares

of Series A warrants

of Series B warrants

attributable to noncontrolling interest

( 28,754,367 )

Balance at December 31, 2024

at December 31, 2024

$ ( 100,109,753 )

1 unchanged sentence

$ ( 1,559,534 )

Foreign currency translation loss

currency translation loss

$ ( 423,482 )

Share-based compensation

Rounding shares

Income/(loss) attributable to noncontrolling interest

Balance at March 31, 2025

attributable to noncontrolling interest

at March 31, 2025

$ ( 91,726,811 )

$ ( 148,291 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements .

Cemtrex, Inc.

currency translation gain

attributable to noncontrolling interest

paid in Series 1 preferred shares

of 3,778 shares of Series 1 Preferred Shares

issued in offering

issued in over allotment exercise

B Warrant exercises

$ ( 4,543,335 )

( 4,543,335 )

at June 30, 2025

$ ( 96,270,146 )

$ ( 148,291 )

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

and Subsidiaries

Condensed Consolidated Statement of Stockholders’

Equity (Continued)

Preferred Stock

Consolidated Statement of Stockholders’ Equity (Continued)

64,100 shares of

Comprehensive

Stockholders’

1 Preferred Stock

Common Stock Par

Treasury Stock, 64,100

Par Value $0.001

Additional Paid-in

Series 1 Preferred

other Comprehensive

Cemtrex Stockholders’

Non- controlling

Balance at September 30, 2023

at September 30, 2023

$ ( 64,125,895 )

$ ( 148,291 )

Foreign currency translation gain

Share-based compensation

Shares issued to pay notes payable

Dividends paid in Series 1 preferred shares

Income/(loss) attributable to noncontrolling interest

currency translation gain

issued to pay notes payable

paid in Series 1 preferred shares

attributable to noncontrolling interest

( 1,207,494 )

Balance at December 31, 2023

at December 31, 2023

$ ( 65,333,389 )

$ ( 148,291 )

currency translation loss

$ ( 530,686 )

of treasury stock

attributable to noncontrolling interest

$ ( 1,473,211 )

Foreign currency translation gain

( 1,473,211 )

Foreign currency translation (loss)/gain

at March 31, 2024

( 66,806,600 )

Share-based compensation

Purchase of treasury stock

Income/(loss) attributable to noncontrolling interest

( 66,806,600 )

currency translation gain

currency translation (loss)/gain

paid in Series 1 preferred shares

shares issued to underwriter

of prefunded warrants

of Series A warrants

of treasury stock

attributable to noncontrolling interest

Income/(l oss)

attributable to noncontrolling interest

issued to pay for services

( 8,981,026 )

Net income (loss)

( 8,981,026 )

income (loss)

( 8,981,026 )

Balance at March 31, 2024

( 8,981,026 )

at June 30, 2024

( 75,787,626 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

Cemtrex, Inc.

( 75,787,626 )

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

and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the six months ended

Consolidated Statements of Cash Flows

For the nine months ended

Cash Flows from Operating Activities

3 unchanged sentences

Depreciation and amortization

Loss on disposal of property and equipment

(Gain)/loss on disposal of property and equipment

Noncash lease expense

Goodwill impairment

Bad debt expense

7 unchanged sentences

Loan origination costs

Loss on excess fair value of warrants

Loss on exercise of warrant liabilities

Changes in fair value of warrant liability

( 2,807,890 )

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

1 unchanged sentence

( 1,534,474 )

( 2,317,074 )

Trade receivables - related party

2 unchanged sentences

Accounts payable

( 1,588,439 )

Accounts payable - related party

7 unchanged sentences

Other liabilities

Net cash provided/(used) by operating activities

Net cash provided by/(used in) operating activities

( 2,076,477 )

15 unchanged sentences

Payments on Paycheck Protection Program Loans

Proceeds on Loan from CEO

Proceeds on bank loans

1 unchanged sentence

Proceeds from warrant exercises

Proceeds from offerings

Expenses on offerings

Purchases of treasury stock

4 unchanged sentences

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

Cemtrex, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

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

2 unchanged sentences

Total cash, cash equivalents, and restricted cash

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

and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

For the nine months ended

Supplemental Disclosure of Cash Flow Information:

6 unchanged sentences

Series A Warrant Exercises

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

Cemtrex, Inc.

Series B Warrant Exercises

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

and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND PLAN OF OPERATIONS

Cemtrex was incorporated in 1998

in the state of Delaware and has evolved through strategic acquisitions and internal growth into a leading multi-industry company.

the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”,

“Cemtrex” or “management” refer to Cemtrex, Inc.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 – ORGANIZATION AND PLAN OF OPERATIONS

was incorporated in 1998 in the state of Delaware and has evolved through strategic acquisitions and internal growth into a leading multi-industry

Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”,

“registrant”, “Cemtrex” or “management” refer to Cemtrex, Inc.

and its subsidiaries.

The Company’s reporting

segments consist of Security and Industrial Services.

Additionally, the Company’s operational structure also reports unallocated

corporate expenses.

Cemtrex’s Security segment

operates under the brand of its subsidiary, Vicon Industries, Inc.

(“Vicon”), which provides end-to-end security solutions

to meet the toughest corporate, industrial, and governmental security challenges.

Vicon’s products include browser-based video monitoring

systems and analytics-based recognition systems, cameras, servers, and access control systems for every aspect of security and surveillance

in industrial and commercial facilities, federal prisons, hospitals, universities, schools, and federal and state government offices.

Vicon provides innovative, mission critical security and video surveillance solutions utilizing Artificial Intelligence (AI) based data

Industrial Services

Cemtrex’s Industrial Services

segment operates under the brand, Advanced Industrial Services (“AIS”), which offers single-source expertise and services

for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers.

high precision equipment in a wide variety of industrial markets like automotive, printing & graphics, industrial automation, packaging,

and chemicals, among others.

AIS is a leading provider of reliability-driven maintenance and contracting solutions for machinery, packaging,

printing, chemical, and other manufacturing markets.

We help customers seeking to achieve greater asset utilization and reliability to

cut costs and increase production from existing assets, including small projects, sustaining capital, turnarounds, maintenance, specialty

Company’s reporting segments consist of Security and Industrial Services.

Additionally, the Company’s operational structure

also reports unallocated corporate expenses.

Security segment operates under the brand of its subsidiary, Vicon Industries, Inc.

(“Vicon”), which provides end-to-end

security solutions to meet the toughest corporate, industrial, and governmental security challenges.

Vicon’s products include browser-based

video monitoring systems and analytics-based recognition systems, cameras, servers, and access control systems for every aspect of security

and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools, and federal and state government

Vicon provides innovative, mission critical security and video surveillance solutions utilizing Artificial Intelligence (AI)

based data algorithms.

Industrial Services segment operates under the brand, Advanced Industrial Services (“AIS”), which offers single-source expertise

and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers.

AIS installs high precision equipment in a wide variety of industrial markets like automotive, printing & graphics, industrial automation,

packaging, and chemicals, among others.

AIS is a leading provider of reliability-driven maintenance and contracting solutions for machinery,

packaging, printing, chemical, and other manufacturing markets.

We help customers seeking to achieve greater asset utilization and reliability

to cut costs and increase production from existing assets, including small projects, sustaining capital, turnarounds, maintenance, specialty

welding services, and high-quality scaffolding.

Common Stock Reverse Stock Split

On October 2, 2024, the Company

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

its common stock.

Stock Reverse Stock Split

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

a 35:1 reverse stock split on its common stock.

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

Nasdaq Notices for Listing Deficiencies

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 meets the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace

Notices for Listing Deficiencies

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 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.

3 unchanged sentences

letter from the Nasdaq notifying us that we have regained compliance with the Minimum Bid Requirement.

The Reverse Stock Split would

potentially increase our bid price such that we maintain the Minimum Bid Requirement required for maintaining the listing requirements

for the Nasdaq Capital Market.

Although we currently meet the Nasdaq Minimum Bid Requirement, out of abundance of caution, we believe

that a future reverse split may be necessary in the future if we were to fall short of the Minimum Bid Price Requirement.

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”).

On October 23, 2024, the Company

received a letter from Nasdaq that it had been granted an extension to February 17, 2025, to regain compliance with the Minimum Stockholder’s

we currently meet the Nasdaq Minimum Bid Requirement, out of abundance of caution, we believe that a future reverse split may be necessary

in the future if we were to fall short of the Minimum Bid Price Requirement.

A Reverse Stock Split would potentially increase our bid

price such that we maintain the Minimum Bid Requirement required for maintaining the listing requirements for the Nasdaq Capital Market.

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”).

On January 2, 2025, the Company

received a letter from Nasdaq notifying the Company that based on the Company’s Form 10-K filed on December 30, 2024, evidencing

stockholders’ equity of $ 4,710,677 , Nasdaq has determined that the Company complies with the Minimum Stockholder’s Equity

Requirement and this matter is now closed.

On February 24, 2025, 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 December 31, 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”).

On April 22, 2025, the Company

received a letter from Nasdaq that it had been granted an extension to August 20, 2025, to regain compliance with the Minimum Stockholder’s

October 23, 2024, the Company received a letter from Nasdaq that it had been granted an extension to February 17, 2025, to regain compliance

with the Minimum Stockholder’s Equity Requirement.

January 2, 2025, the Company received a letter from Nasdaq notifying the Company that based on the Company’s Form 10-K filed on

December 30, 2024, evidencing stockholders’ equity of $ 4,710,677 , Nasdaq has determined that the Company complies with the Minimum

Stockholder’s Equity Requirement and this matter is now closed.

February 24, 2025, 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 December

31, 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”).

The Company expects to receive

a compliance letter from Nasdaq, as a result of the Company’s balance sheet recording stockholder’s equity of $ 6,403,022 as

of March 31, 2025.

Going Concern Considerations

The accompanying unaudited condensed

consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance

with generally accepted accounting principles in the United States of America.

The going concern basis of presentation assumes that the

Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets

and discharge its liabilities and commitments in the normal course of business.

Pursuant to the requirements of the ASC 205, management

must evaluate whether there are conditions or events, considered in the aggregate, which raise substantial doubt about the Company’s

ability to continue as a going concern for one year from the date these financial statements are issued.

This evaluation does not take

into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within

control of the Company as of the date the financial statements are issued.

When substantial doubt exists under this methodology, management

evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue

as a going concern.

The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the

plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable

that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s

ability to continue as a going concern within one year after the date that the financial statements are issued.

The Company has incurred substantial

operational losses of $ 5,269,745 and $ 1,511,508 for fiscal years 2024 and 2023, respectively, and an operational gain of $ 2,335,388 for

the six months ended March 31, 2025.

Additionally, the Company has debt obligations over the next fiscal year of $ 12,168,470 and working

capital of $ 5,037,130 , that raise substantial doubt with respect to the Company’s ability to continue as a going concern.

While 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 $ 4,538,405 in cash as of March 31, 2025.

Additionally, the Company has

(i) secured a line of credit for its Vicon brand to fund operations, which as of March 31, 2025, has available capacity of approximately $ 133,000 ,

(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 up to $ 4 million when the

Series B warrants are exercised, and (iv) on October 2, 2024, and November 26,2024 has effected a 60:1 and a 35:1 reverse stock split,

respectively, 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.

While the Company believes these plans, if successful,

would be sufficient to meet the capital demands of our current operations for at least the next twelve months, there is no guarantee that

we will succeed.

Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we

may be able to raise will be sufficient to meet our working capital needs.

The Company currently does not have adequate cash or available

liquidity/available capacity on our lines of credit to meet our 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

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 to meet our short or long-term needs.

April 22, 2025, the Company received a letter from Nasdaq that it had been granted an extension to August 20, 2025, to regain compliance

with the Minimum Stockholder’s Equity Requirement.

June 4, 2025, the Company received a letter from Nasdaq notifying the Company that based on the Company’s Form 10-Q for the period

ended March 31, 2025, filed on May 15, 2025, evidencing stockholders’ equity of $ 6,403,022 , Nasdaq has determined that the Company

complies with the Minimum Stockholder’s Equity Requirement and this matter is now closed.

Concern Considerations

accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming the Company will continue

as a going concern and in accordance with generally accepted accounting principles in the United States of America.

The going concern

basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued

and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

Pursuant to the

requirements of the ASC 205, management must evaluate whether there are conditions or events, considered in the aggregate, which raise

substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements

evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented

or are not within control of the Company as of the date the financial statements are issued.

When substantial doubt exists under this

methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s

ability to continue as a going concern.

The mitigating effect of management’s plans, however, is only considered if both (1) it

is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and

(2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about

the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

Company has incurred substantial operational losses of $ 5,269,745 and $ 1,511,508 for fiscal years 2024 and 2023, respectively, and an

operational gain of $ 1,692,987 for the nine months ended June 30, 2025.

Additionally, the Company has debt obligations over the next

fiscal year of $ 12,067,849 and working capital of $ 4,916,624 , that raise substantial doubt with respect to the Company’s ability

to continue as a going concern.

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 $ 7,032,530

in cash as of June 30, 2025.

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

which as of June 30, 2025, has available capacity of approximately $ 936,000 ,

(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, raised an additional $ 1,307,354

through exercise of our Series B Warrants, and anticipate up to $ 4

million of Series B warrants may be exercised, (iv) raised $ 1,231,450 through a private equity offering on May 29, 2025, and (v) on

October 2, 2024, and November 26, 2024 has effected a 60:1

reverse stock split, respectively, 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.

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.

The unaudited condensed

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

NOTE 2 – INTERIM STATEMENT PRESENTATION

Basis of Presentation and Use of Estimates

The accompanying unaudited condensed

consolidated financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto

included in the Annual Report on Form 10-K for the year ended September 30, 2024, of Cemtrex, Inc.

The accompanying unaudited condensed

consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States

GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X pursuant

to the requirements of the U.S.

2 – INTERIM STATEMENT PRESENTATION

of Presentation and Use of Estimates

accompanying unaudited condensed consolidated financial information should be read in conjunction with the audited consolidated financial

statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024.

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting

principles in the Unites States (“U.S.

GAAP”) for interim financial information and with the instructions to Form 10-Q and

Article 10 of Regulation S-X pursuant to the requirements of the U.S.

Securities and Exchange Commission (‘SEC”).

Accordingly, they do not include all of the information

and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all

adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

of operations for the interim periods are not necessarily indicative of the results of operations for the entire year.

The preparation of financial statements

in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

as of the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities in the condensed

consolidated financial statements and the accompanying notes, and the reported amounts of revenues, expenses and cash flows during the

periods presented.

they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial

In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair

presentation have been included.

The results of operations for the interim periods are not necessarily indicative of the results of operations

for the entire year.

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, the disclosure of contingent

assets and liabilities in the condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenues,

expenses and cash flows during the periods presented.

Actual amounts and results could differ from those estimates.

The estimates and assumptions the Company makes are based

on historical factors, current circumstances and the experience and judgment of the Company’s management.

The Company evaluates

its estimates and assumptions on an ongoing basis.

Significant Accounting Policies

Note 2 of the Notes to Consolidated

Financial Statements, included in the annual report on Form 10-K for the year ended September 30, 2024, includes a summary of the significant

accounting policies used in the preparation of the unaudited condensed consolidated financial statements.

Recently Adopted Accounting Pronouncements

The estimates and

assumptions the Company makes are based on historical factors, current circumstances and the experience and judgment of the Company’s

The Company evaluates its estimates and assumptions on an ongoing basis.

Accounting Policies

2 of the Notes to Consolidated Financial Statements, included in the annual report on Form 10-K for the year ended September 30, 2024,

includes a summary of the significant accounting policies used in the preparation of the unaudited condensed consolidated financial statements.

Adopted Accounting Pronouncements

November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

9 unchanged sentences

Fair Value Measurement of Equity Securities Subject to

Contractual Sale Restrictions (“ASU 2022-03”), which (1) clarifies the guidance in ASC 820 on the fair value measurement of

an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security.

Under current guidance, stakeholders have observed diversity in practice related to whether contractual sale restrictions should be considered

in the measurement of the fair value of equity securities that are subject to such restrictions.

On the basis of interpretations of existing

guidance and the current illustrative example in ASC 820-10-55-52 of a restriction on the sale of an equity instrument, some entities

use a discount for contractual sale restrictions when measuring fair value, while others view the application of such a discount to be

inconsistent with the principles of ASC 820.

Contractual Sale Restrictions (“ASU 2022-03”), which (1) clarifies the guidance in ASC 820 on the fair value measurement

of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity

Under current guidance, stakeholders have observed diversity in practice related to whether contractual sale restrictions should

be considered in the measurement of the fair value of equity securities that are subject to such restrictions.

On the basis of interpretations

of existing guidance and the current illustrative example in ASC 820-10-55-52 of a restriction on the sale of an equity instrument, some

entities use a discount for contractual sale restrictions when measuring fair value, while others view the application of such a discount

to be inconsistent with the principles of ASC 820.

To reduce the diversity in practice and increase the comparability of reported financial

2 unchanged sentences

after December 15, 2023, with early adoption permitted.

On October 1, 2024, the Company implemented this standard and there has been no

material change to the unaudited condensed consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet

On October 1, 2024, the Company implemented this standard and there has been

no material change to the unaudited condensed consolidated financial statements.

Issued Accounting Pronouncements Not Yet Effective

December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

22 unchanged sentences

Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06.

Adoption can be on a prospective or retrospective

The Company is currently in the process of evaluating the impact of adoption on the unaudited condensed consolidated financial

Adoption can be on a prospective or

retrospective basis.

The Company is currently in the process of evaluating the impact of adoption on the unaudited condensed consolidated

financial statements.

Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material

effect on the accompanying unaudited condensed consolidated financial statements.

NOTE 3 – REVENUE

The following table illustrates

the approximate disaggregation of the Company’s revenue based off timing of revenue recognition for the three and six months ended

March 31, 2025 and 2024:

effect on the accompanying unaudited condensed

consolidated financial statements.

following table illustrates the approximate disaggregation of the Company’s revenue based off timing of revenue recognition for

the three and nine months ended June 30, 2025 and 2024:

OF DISAGGREGATION OF REVENUE RECOGNITION

For the three months ended

For the six months ended

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

For the nine months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Point-in-time

Revenue performance obligation percentage

NOTE 4 – INCOME/(LOSS) PER COMMON SHARE

Basic net income/(loss) per common share

is computed by dividing net income/(loss) by the weighted average number of shares of common stock outstanding during the period.

Diluted net income/(loss)

per common share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive

outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through

contingent share arrangements, stock options and warrants.

For the three and six months ended March 31, 2025, and 2024, the following

items were excluded from the computation of diluted net income/(loss) per common share as their effect is anti-dilutive:

4 – INCOME/(LOSS) PER COMMON SHARE

net income/(loss) per common share is computed by dividing net income/(loss) by the weighted average number of shares of common stock

outstanding during the period.

Diluted net income/(loss) per common share is computed by dividing net income by the weighted average

number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential

dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

For the three

and nine months ended June 30, 2025, and 2024, the following items were excluded from the computation of diluted net income/(loss) per

common share as their effect is anti-dilutive:

SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER COMMON SHARE AS ANTI-DILUTIVE EFFECT

For the three months ended

For the six months ended

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

For the nine months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Anti-dilutive shares

For the three and six months ended

March 31, 2025, and 2024, income/(loss) per share basic and diluted for continuing operations are calculated as follows:

the three and nine months ended June 30, 2025, and 2024, income/(loss) per share basic and diluted for continuing operations are calculated

SCHEDULE OF LOSS PER SHARE BASIC AND DILUTED

1 unchanged sentence

For the three months

For the six months ended

Earnings/(loss) from Continuing operations

For the nine months ended

Loss from Continuing operations

$ ( 4,591,367 )

1 unchanged sentence

$ ( 24,648,088 )

Less Earnings/(loss) in noncontrolling interest

$ ( 12,043,882 )

Less loss in noncontrolling interest

Preferred stock dividends

Net Earnings/(loss) applicable to common shareholders

Net loss applicable to common shareholders

( 4,523,004 )

1 unchanged sentence

( 24,654,110 )

( 11,745,185 )

Weighted Average Number of Shares-Basic & Diluted

1 unchanged sentence

$ ( 2,232.92 )

$ ( 5,497.36 )

In accordance with ASC 260-45-13,

the common shares underlying the Series A Warrants under the alternative cashless exercise have been included in the calculation of the

weighted average shares.

NOTE 5 – SEGMENT INFORMATION

The Company reports and evaluates

financial information for two reportable segments:

accordance with ASC 260-45-13, the common shares underlying the Series A Warrants under the alternative cashless exercise have been included

in the calculation of the weighted average shares.

5 – SEGMENT INFORMATION

Company reports and evaluates financial information for two reportable segments:

the Security segment and the Industrial Services segment.

The Chief Operating Decision

Maker (“CODM”) for all segments is Saagar Govil, the CEO of the Company.

The following tables summarize

the Company’s reportable segment information and unallocated corporate expenses:

The Chief Operating Decision Maker (“CODM”) for all segments is Saagar Govil, the CEO of the Company.

following tables summarize the Company’s reportable segment information and unallocated corporate expenses:

OF SEGMENT INFORMATION

Three months ended March 31, 2025

Three months ended March 31, 2024

Three months ended June 30, 2025

Three months ended June 30, 2024

Reportable Segments

11 unchanged sentences

$ ( 739,632 )

Other income/(expense)

$ ( 642,401 )

2 unchanged sentences

( 3,179,516 )

Other income/(expense), net

$ ( 359,260 )

months ended March 31, 2025

months ended March 31, 2024

$ ( 2,363,574 )

$ ( 1,212,097 )

$ ( 3,934,931 )

$ ( 119,813 )

$ ( 5,732,430 )

$ ( 5,902,493 )

Nine months ended June 30, 2025

Nine months ended June 30, 2024

Reportable Segments

Industrial Services

11 unchanged sentences

$ ( 4,950,029 )

Other expense

Other income/(expense), net

$ ( 1,245,908 )

9 unchanged sentences

Industrial Services

Unallocated corporate expenses

mainly relate to payroll and benefits for corporate officers, investor relation expenses, accounting expenses related to audit and taxes,

legal expenses related to corporate matters, interest expense on notes payable, and Series A and B Warrants transaction losses.

NOTE 6 – RESTRICTED CASH

of the Company participates in a consortium in order to self-insure group care coverage for its employees.

The plan is administrated by

Benecon Group and the Company makes monthly deposits in a trust account to cover medical claims and any administrative costs associated

corporate expenses mainly relate to payroll and benefits for corporate officers, investor relation expenses, accounting expenses related

to audit and taxes, legal expenses related to corporate matters, interest expense on notes payable, and Series A and B Warrants transaction

6 – RESTRICTED CASH

subsidiary of the Company participates in a consortium in order to self-insure group care coverage for its employees.

The plan is administrated

by Benecon Group and the Company makes monthly deposits in a trust account to cover medical claims and any administrative costs associated

with the plan.

These funds, as required by the plan, are restricted in nature and amounted to $ 1,066,205 at March 31, 2025, and $ 1,030,606

These funds, as required by the plan, are restricted in nature and amounted to $ 899,008 at June 30, 2025, and $ 1,030,606

at September 30, 2024.

Additionally, there was $ 100,000 of restricted cash in escrow per the purchase agreement with Heisey Mechanical,

Ltd, as of March 31, 2025 and September 30, 2024, an additional $ 296,750 and $ 325,340 in escrow related to bond requirements on certain

public projects as of March 31, 2025, and September 30, 2024, respectively, and $ 64,673 and $ 66,935 in deposit guarantees as of March

Ltd, as of June 30, 2025 and September 30, 2024, an additional $ 45,256 and $ 325,340 in escrow related to bond requirements on certain

public projects as of June 30, 2025, and September 30, 2024, respectively, and $ 68,565 and $ 66,935 in deposit guarantees as of June 30,

2025, and September 30, 2024, respectively.

NOTE 7 – FAIR VALUE MEASUREMENTS

Fair value is defined as the

price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date.

A three-level hierarchy is applied to prioritize the inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)

and the lowest priority to unobservable inputs (Level 3 measurements).

The three levels of the fair

value hierarchy under the guidance for fair value measurements are described below:

Level 1 — Level 1 inputs

are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access

at the measurement date.

Our Level 1 assets include cash equivalents, banker’s acceptances, trading securities investments and investment

The Company measures trading securities investments and investment funds at quoted market prices as they are traded in an active

market with sufficient volume and frequency of transactions.

Level 2 — Level 2 inputs

are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

If the asset or liability has a specified contractual term, a Level 2 input must be observable for substantially the full term of the

asset or liability.

Level 3 — Level 3 inputs

are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the

measurement date.

7 – FAIR VALUE MEASUREMENTS

value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date.

A three-level hierarchy is applied to prioritize the inputs to valuation techniques

used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

three levels of the fair value hierarchy under the guidance for fair value measurements are described below:

1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity

has the ability to access at the measurement date.

Our Level 1 assets include cash equivalents, banker’s acceptances, trading securities

investments and investment funds.

The Company measures trading securities investments and investment funds at quoted market prices as

they are traded in an active market with sufficient volume and frequency of transactions.

2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability,

either directly or indirectly.

If the asset or liability has a specified contractual term, a Level 2 input must be observable for substantially

the full term of the asset or liability.

3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the

asset or liability at the measurement date.

Level 3 assets and liabilities include cost method investments.

Quantitative information for Level 3 assets and liabilities

reviewed at each reporting period includes indicators of significant deterioration in the earnings performance, credit rating, asset quality,

business prospects of the investee, and financial indicators of the investee’s ability to continue as a going concern.

The Company’s fair value

liabilities at March 31, 2025, and September 30, 2024, are as follows.

Quantitative information

for Level 3 assets and liabilities reviewed at each reporting period includes indicators of significant deterioration in the earnings

performance, credit rating, asset quality, business prospects of the investee, and financial indicators of the investee’s ability

to continue as a going concern.

Company’s fair value liabilities at June 30, 2025, and September 30, 2024, are as follows.

OF FAIR VALUE OF LIABILITIES

2 unchanged sentences

Warrant liabilities

Quoted Prices

Identical Assets

September 30,

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

Balance as of September 30,

Warrant liabilities

of the warrant liabilities activity, per the valuation inputs disclosed in NOTE 20 - STOCKHOLDERS’ EQUITY, for the six months ended March 31, 2025, is as follows:

summary of the warrant liabilities activity, per the valuation inputs disclosed in NOTE 20 - STOCKHOLDERS’ EQUITY, for the nine

months ended June 30, 2025, is as follows:

SCHEDULE OF WARRANT LIABILITIES ACTIVITY

Series A Warrants

Series B Warrants

Warrant Liabilities at September 30, 2024

4 unchanged sentences

Fair market revaluation

Warrant Liabilities at March 31, 2025

NOTE 8 – TRADE RECEIVABLES, NET

Trade receivables, net consisted

of the following:

Warrant Liabilities at June 30, 2025

8 – TRADE RECEIVABLES, NET

receivables, net consisted of the following:

SCHEDULE OF TRADE RECEIVABLES, NET

3 unchanged sentences

receivables, net, total

Trade receivables include amounts due for

shipped products and services rendered.

Allowance for credit losses include

estimated losses resulting from the inability of our customers to make the required payments.

NOTE 9 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current

assets consisted of the following:

receivables include amounts due for shipped products and services rendered.

for credit losses include estimated losses resulting from the inability of our customers to make the required payments.

9 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

expenses and other current assets consisted of the following:

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

7 unchanged sentences

Prepaid expenses and other current assets total

NOTE 10 – INVENTORY, NET

Inventory, net consisted of the

10 – INVENTORY, NET

net consisted of the following:

SCHEDULE OF INVENTORY, NET

4 unchanged sentences

Inventory, net

The Company maintained an allowance for obsolete inventories

of $ 960,162 and $ 1,044,530 at March 31, 2025, and September 30, 2024, respectively.

NOTE 11 – PROPERTY AND EQUIPMENT

Property and equipment are summarized

Company maintained an allowance for obsolete inventories of $ 954,997 and $ 1,044,530 at June 30, 2025, and September 30, 2024, respectively.

11 – PROPERTY AND EQUIPMENT

and equipment are summarized as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT

9 unchanged sentences

Property and equipment, net

Depreciation expense for the three

and six months ended March 31, 2025 and 2024, was $ 310,302 and $ 648,025 , and $ 304,889 and $ 673,190 , respectively and is recorded in cost

of revenues and general and administrative expenses on the Company’s unaudited condensed consolidated statements of operations.

NOTE 12 – GOODWILL

Changes in the carrying amount

of goodwill, by segment, were as follows:

expense for the three and nine months ended June 30, 2025 and 2024, was $ 312,905 and $ 960,930 , and $ 325,451 and $ 998,641 , respectively,

and is recorded in cost of revenues and general and administrative expenses on the Company’s unaudited condensed consolidated statements

of operations.

12 – GOODWILL

in the carrying amount of goodwill, by segment, were as follows:

SCHEDULE OF GOODWILL BY SEGMENT

2 unchanged sentences

Impairment /adjustments

Balance at March 31, 2025

As of March 31, 2025, and September 30, 2024, accumulated

impairment losses of $ 3,846,475 , have been recorded related to the Security segment.

NOTE 13 – OTHER ASSETS

On November 13, 2020, and January

19, 2022, Cemtrex made $ 500,000 in investments, on July 18, 2023, and October 5, 2023, made additional $ 100,000 in investments, and on

October 17, 2024, and November 18, 2024, made additional $ 50,000 in 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 records it at cost.

No impairment has been recorded for the three and six months

ended March 31, 2025, and 2024.

Other assets consisted of the

Balance at June 30, 2025

of June 30, 2025, and September 30, 2024, accumulated impairment losses of $ 3,846,475 have been recorded related to the Security segment.

13 – OTHER ASSETS

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

$ 100,000 in investments, and on October 17, 2024, and November 18, 2024, made additional $ 50,000 in 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 records it at cost.

No impairment has

been recorded for the three and nine months ended June 30, 2025, and 2024.

assets consisted of the following:

SCHEDULE OF OTHER ASSETS

June 30, 2025

September 30, 2024

4 unchanged sentences

Other assets total

NOTE 14 – ACCRUED EXPENSES

Accrued expenses consisted of

the following:

14 – ACCRUED EXPENSES

expenses consisted of the following:

SCHEDULE OF ACCRUED EXPENSES

June 30, 2025

September 30, 2024

3 unchanged sentences

Accrued expenses total

NOTE 15 – DEFERRED REVENUE

The Company’s deferred revenue

for the three and six months ended March 31, 2025, and 2024, were as follows:

15 – DEFERRED REVENUE

Company’s deferred revenue for the three and nine months ended June 30, 2025, and 2024, were as follows:

SCHEDULE OF DEFERRED REVENUE

For the three months ended

For the six months ended

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

For the nine months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Deferred revenue at beginning of period

8 unchanged sentences

Long-term deferred revenue at end of period

the three months ended March 31, 2025, and 2024, the Company recognized revenue of $ 384,296 ,

and , and $ 608,808 ,

respectively.

For the six months ended March 31, 2025, and 2024, the Company recognized revenue of $ 885,962 and $ 483,296 ,

respectively, that was previously included in the beginning balance of deferred revenues.

NOTE 16 – CONTRACT ASSETS AND LIABILITIES

Project contracts typically provide

for a schedule of billings on percentage of completion of specific tasks inherent in the fulfillment of the Company’s performance

obligation(s).

The schedules for such billings usually do not precisely match the schedule on which costs are incurred.

As a result, contract

revenue recognized in the statements of operations can and usually does differ from amounts that can be billed to the customer at any

point during the contract.

Amounts by which cumulative contract revenue recognized on a contract as of a given date exceeds cumulative

billings and unbilled receivables to the customer under the contract are reflected as a current asset in the unaudited condensed consolidated

balance sheets under the caption “Contract assets.” Amounts by which cumulative billings to the customer under a contract

as of a given date exceed cumulative contract revenue recognized are reflected as a current liability in the unaudited condensed consolidated

balance sheets under the caption “Contract liabilities.” Conditional retainage represents the portion of the contract price

withheld until the work is substantially complete for assurance of the Company’s obligations to complete the job.

The following is a summary of the Company’s uncompleted

the three months ended June 30, 2025, and 2024, the Company recognized revenue of $ 453,205 , and $ 571,660 , respectively.

months ended June 30, 2025, and 2024, the Company recognized revenue of $ 1,167,080 and $ 1,364,475 , respectively, that was previously

included in the beginning balance of deferred revenues.

16 – CONTRACT ASSETS AND LIABILITIES

contracts typically provide for a schedule of billings on percentage of completion of specific tasks inherent in the fulfillment of the

Company’s performance obligation(s).

The schedules for such billings usually do not precisely match the schedule on which costs

are incurred.

As a result, contract revenue recognized in the statements of operations can and usually does differ from amounts that

can be billed to the customer at any point during the contract.

Amounts by which cumulative contract revenue recognized on a contract

as of a given date exceeds cumulative billings and unbilled receivables to the customer under the contract are reflected as a current

asset in the unaudited condensed consolidated balance sheets under the caption “Contract assets.” Amounts by which cumulative

billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized are reflected as a current

liability in the unaudited condensed consolidated balance sheets under the caption “Contract liabilities.” Conditional retainage

represents the portion of the contract price withheld until the work is substantially complete for assurance of the Company’s obligations

to complete the job.

following is a summary of the Company’s uncompleted contracts:

OF CONTRACT ASSETS AND LIABILITIES

June 30, 2025

September 30, 2024

7 unchanged sentences

$ ( 268,997 )

the three months ended March 31, 2025, and 2024, the Company recognized revenue of $ 342,725

and $ 95,533 ,

respectively, that was previously included in the beginning balance of contract liabilities.

For the six months ended March 31,

2025, and 2024, the Company recognized revenue $ 1,103,156 and,

the three and nine months ended June 30, 2025 and 2024, the Company recognized revenue of $ 0 and $ 18,625 , and $ 1,103,156 and $ 905,319 ,

respectively, that was previously included in the beginning balance of contract liabilities.

following table summarizes the net activity of the contract assets and contract liabilities for the three- and six-month periods ended March 31, 2025,

following table summarizes the net activity of the contract assets and contract liabilities for the three and nine months ended June

30, 2025, and 2024.

OF CONTRACT ASSETS AND CONTACT LIABILITIES

For the three months ended

For six months ended

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

For nine months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts

9 unchanged sentences

Changes in revenue billed, contract price or cost estimates

( 1,455,386 )

Contract liability, ending balance

6 unchanged sentences

$ ( 767,805 )

$ ( 268,997 )

Changes in revenue billed, contract price or cost estimates

1 unchanged sentence

$ ( 1,842,442 )

( 1,545,428 )

Net billings in excess of costs, ending balance

1 unchanged sentence

$ ( 786,546 )

NOTE 17 – RELATED PARTY TRANSACTIONS

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.

On January 6, 2025, the Company

and Saagar Govil signed an agreement to revise the purchase price structure and payment terms.

The Agreement’s Purchase

Price provisions were amended to reflect that the Purchase Price will solely consist of the royalties based on the actual revenues generated

in the three years following closing.

The provision requiring the total sum of royalties to reach a minimum of $ 820,000 , with any shortfall

to be paid by Purchaser, was removed from the Agreement.

Additionally, it was agreed that

the payment terms due under the royalties shall be as follows commencing on January 1, 2025:

First Year (January 2025) Monthly Payment:

Second Year (January 2026) Monthly Payment:

Balloon Payment at the end of the Second Year (December 31, 2026):

$ ( 2,111,439 )

$ ( 786,546 )

17 – RELATED PARTY TRANSACTIONS

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.

January 6, 2025, the Company and Saagar Govil signed an agreement to revise the purchase price structure and payment terms.

Agreement’s Purchase Price provisions were amended to reflect that the Purchase Price will solely consist of the royalties based

on the actual revenues generated in the three years following closing.

The provision requiring the total sum of royalties to reach a

minimum of $ 820,000 , with any shortfall to be paid by Purchaser, was removed from the Agreement.

Additionally,

it was agreed that the payment terms due under the royalties shall be as follows commencing on January 1, 2025:

Year (January 2025) Monthly Payment:

Year (January 2026) Monthly Payment:

Payment at the end of the Second Year (December 31, 2026):

Total outstanding royalties

This transaction was approved by the Board

of Directors with Saagar Govil abstaining from the vote.

Based on the new payment terms,

management determined that it was appropriate to remove the previously recognized royalty receivable of $ 280,545 from the financial statements

as of December 31, 2024.

As of March 31, 2025, there were

royalties receivable from the sale of Cemtrex, XR, Inc.

of $ 462,423 , of which $ 110,000 is considered short-term and is presented on the

Company’s unaudited Condensed Consolidated Balance Sheet under the caption “Trade receivables, net – related party.

transaction was approved by the Board of Directors with Saagar Govil abstaining from the vote.

on the new payment terms, management determined that it was appropriate to remove the previously recognized royalty receivable of $ 280,545

from the financial statements as of December 31, 2024.

of June 30, 2025, there were royalties receivable from the sale of Cemtrex, XR, Inc.

of $ 410,143 , of which $ 130,000 is considered short-term

and is presented on the Company’s unaudited Condensed Consolidated Balance Sheet under the caption “Trade receivables, net

– related party.

The Company has taken a $ 50,000 allowance for expected credit losses against these royalties.

As of March 31, 2025, there was

$ 510,613 in trade receivables due from the Cemtrex XR successor company, CXR, Inc.

Of these receivables $ 60,628 are related to costs paid

$ 110,000 is the short term due on the royalties on CXR, Inc.’s revenues.

The remaining $ 339,985 is related to the services

provided by Cemtrex Technologies Pvt.

of June 30, 2025, there was $ 513,263 in trade receivables due from the Cemtrex XR successor company, CXR, Inc.

Of these receivables $ 60,628

are related to costs paid by Cemtrex and $ 130,000 is the short term due on the royalties on CXR, Inc.’s revenues.

The remaining

$ 322,635 is related to the services provided by Cemtrex Technologies Pvt.

in the normal course of business.

NOTE 18 – LEASES

The Company is party to contracts

where we lease property from others under contracts classified as operating leases.

The Company primarily leases office and operating

facilities, vehicles, and office equipment.

The weighted average remaining term of our operating leases was approximately 2.97 years at

March 31, 2025, and 3.30 years at September 30, 2024.

The weighted average discount rate used to measure lease liabilities was approximately

6.07 % at March 31, 2025, and 6.54 % at September 30, 2024.

The Company used the rate implicit in the lease, where known, or its incremental

borrowing rate as the rate used to discount the future lease payments.

The Company has elected not to

recognize lease assets and liabilities for leases with a term of 12 months or less.

The Company’s corporate

segment leases approximately 100 square feet of office space in Brooklyn, NY on a month-to-month lease at a rent of $ 600 per month.

rent expense was $ 3,600 for the three months ended March 31, 2025, and 2024.

The Company’s security segment

leases approximately 350 square feet of office space in Clovis, CA on a month-to-month lease at a rent of $ 1,933 per month.

rent expense was $ 22,071 for the six months ended March 31, 2025, and $ 30,362 for the six months ended March 31, 2024.

A reconciliation of undiscounted

cash flows to operating lease liabilities recognized in the unaudited condensed consolidated balance sheet at March 31, 2025, is set forth

May 5, 2025, Saagar Govil, CEO, made a short-term loan to the Company of $ 200,000 for certain operating needs.

This loan was repaid on August 1, 2025.

Company is party to contracts where we lease property from others under contracts classified as operating leases.

The Company primarily

leases office and operating facilities, vehicles, and office equipment.

The weighted average remaining term of our operating leases was

approximately 2.91 years at June 30, 2025, and 3.30 years at September 30, 2024.

The weighted average discount rate used to measure lease

liabilities was approximately 6.56 % at June 30, 2025, and 6.54 % at September 30, 2024.

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 has elected not to recognize lease assets and liabilities for leases with a term of 12 months or less.

Company’s corporate segment leased approximately 100 square feet of office space in Brooklyn, NY on a month-to-month lease at a

rent of $ 600 per month.

Short-term rent expense was $ 5,400 for the nine months ended June 30, 2025, and 2024.

The Company terminated

this lease on June 30, 2025.

Company’s security segment leases approximately 350 square feet of office space in Clovis, CA on a month-to-month lease at a rent

of $ 1,933 per month.

Short-term rent expense was $ 27,870 for the nine months ended June 30, 2025, and $ 43,941 for the nine months ended

June 30, 2024.

reconciliation of undiscounted cash flows to operating lease liabilities recognized in the unaudited condensed consolidated balance sheet

at June 30, 2025, is set forth below:

OF RECONCILIATION OF UNDISCOUNTED CASH FLOWS TO OPERATING LEASE LIABILITIES

6 unchanged sentences

Long-term operating lease liabilities

Lease costs for the three and six months ended March

31, 2025, and 2024 are set forth below:

costs for the three and nine months ended June 30, 2025, and 2024 are set forth below:

OF LEASE COSTS

For the three months ended

For the six months ended

For the nine months ended

Operating lease costs

1 unchanged sentence

Total lease cost

NOTE 19 – LINES OF CREDIT AND LONG-TERM LIABILITIES

Revolving line of credit

On October 5, 2023, the Company

obtained a revolving line of credit in the amount of $ 5,000,000 from Pathward, N.A.

The interest rate will be a rate which is equal to

three percentage points ( 3 %) in excess of that rate shown in the Wall Street Journal as the prime rate (the “Effective Rate”)

and matures twenty-four 24 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 March 31, 2025, the Company had enough eligible assets to access approximately $ 3,000,000 of the credit line.

The Company was in compliance with all loan

covenants as of March 31, 2025.

As of March 31, 2025, and September 30, 2024, this loan had a balance of $ 2,867,425 , and $ 3,125,011 , respectively.

Standstill Agreement

On 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.

fiscal year 2024, the Company paid Streeterville $ 4,588,897 under this agreement.

Notes payable

On 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,

After deduction of an original issue discount of $ 75,000 and legal fees of $ 5,000 , the Company received $ 500,000 in cash.

March 31, 2025, this note had unamortized original issue discount balance of $ 58,333 .

The following table outlines

the Company’s secured liabilities:

19 – LINES OF CREDIT AND LONG-TERM LIABILITIES

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 24 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 June 30, 2025, the Company had enough eligible assets to access approximately $ 3,000,000 of

the credit line.

The Company was in compliance with all loan covenants as of June 30, 2025.

As of June 30, 2025, and September 30, 2024,

this loan had a balance of $ 2,039,858 , and $ 3,125,011 , respectively.

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 which expired

on April 30, 2025 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.

During fiscal

year 2024, the Company paid Streeterville $ 4,588,897 under this agreement.

May 29, 2025, the Company entered into a Standstill Agreement with Streeterville in which Streeterville agreed not to seek to redeem

any portion of its two outstanding notes with the Company for a period of 60 days which expired on July 29, 2025 and in exchange, the

Company agreed to pay to Streeterville the greater of $ 550,000 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.

During the standstill period, the Company paid Streeterville

$ 636,250 under this agreement.

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 .

After deduction of an original issue discount of $ 75,000 and legal fees of $ 5,000 , the Company received

$ 500,000 in cash.

As of June 30, 2025, this note had unamortized original issue discount balance of $ 45,833 .

following table outlines the Company’s secured liabilities:

OF LINES OF CREDIT AND AND LONG TERM LIABILITIES

September 30,

Interest Rate

Fulton Bank - $ 360,000 fund equipment for AIS.

The Company was in compliance with loan covenants as of March 31, 2025.

The Company was in compliance with loan covenants as of June 30, 2025.

This loan is secured by certain assets of the Company.

SOFR plus 2.37 % ( 6.78 % as of March 31, 2025 and 7.33 % as of September 30, 2024).

SOFR plus 2.37 % ( 6.82 % as of June 30, 2025 and 7.33 % as of September 30, 2024).

Fulton Bank - $ 312,000 fund equipment for AIS.

The Company was in compliance with loan covenants as of March 31, 2025.

The Company was in compliance with loan covenants as of June 30, 2025.

This loan is secured by certain assets of the Company.

SOFR plus 2.37 % ( 6.78 % as of March 31, 2025 and 7.33 % as of September 30, 2024).

SOFR plus 2.37 % ( 6.82 % as of June 30, 2025 and 7.33 % as of September 30, 2024).

Fulton Bank mortgage $ 2,476,000 .

The Company was in compliance with loan covenants as of March 31, 2025.

The Company was in compliance with loan covenants as of June 30, 2025.

This loan is secured by the underlying asset.

SOFR plus 2.62 % ( 7.03 % on March 31, 2025 and 7.58 % on September 30, 2024).

SOFR plus 2.62 % ( 7.07 % on June 30, 2025 and 7.58 % on September 30, 2024).

Fulton Bank (HEISEY) - $ 1,200,000 mortgage loan;

1 unchanged sentence

The loan is collateralized by 615 Florence Street and 740 Barber Street and guaranteed by AIS and Cemtrex.

SOFR plus 2.80 % per annum ( 7.21 % as of March 31, 2025 and 7.76 % as of September 30, 2024).

SOFR plus 2.80 % per annum ( 7.25 % as of June 30, 2025 and 7.76 % as of September 30, 2024).

Fulton Bank (HEISEY) - $ 2,160,000 .

3 unchanged sentences

matures in 2030.

SOFR plus 2.80 % per annum ( 7.21 % as of March 31, 2025 and 7.76 % as of September 30, 2024).

Note payable - $ 5,755,000 - Less original issue discount $ 750,000 and legal fees $ 5,000 , net cash received $ 5,000,000 Unamortized original issue discount balance of $ 0 , as of March 31, 2025 and September 30, 2024.

SOFR plus 2.80 % per annum ( 7.25 % as of June 30, 2025 and 7.76 % as of September 30, 2024).

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 June 30, 2025 and September 30, 2024.

Note payable - $ 9,205,000 .

1 unchanged sentence

28,572 shares of common stock valued at $ 700,400 recognized as additional original issue discount.

Unamortized original issue discount balance of $ 0 as of March 31, 2025 and September 30, 2024.

Unamortized original issue discount balance of $ 0 as of June 30, 2025 and September 30, 2024.

Note payable - $ 580,000 .

Less original issue discount $ 75,000 and legal fees $ 5,000 ,net cash received $ 500,000 .

Unamortized original issue discount balance of $ 70,833 as of March 31, 2025.

Unamortized original issue discount balance of $ 45,833 as of June 30, 2025.

Paycheck Protection Program loan - $ 121,400 - The issuing bank determined that this loan qualifies for loan forgiveness;

5 unchanged sentences

Long-term debt

NOTE 20 – STOCKHOLDERS’ EQUITY

Series 1 Preferred Stock

The Company’s Series 1 Preferred

Stock was suspended from the Nasdaq Capital Market on January 22, 2024.

The Series 1 Preferred Stock is now quoted on the OTC Markets

under the symbol “CETXP.”

Nasdaq filed a Form 25 on March

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 Form 25.

During the six months ended March

31, 2025, 123,167 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred Stock.

As of March 31, 2025, and September

30, 2024, there were 2,579,994 and 2,456,827 shares of Series 1 Preferred Stock issued and 2,515,894 and 2,392,727 shares of Series 1

Preferred Stock outstanding, respectively.

On 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.

During the six months ended March

31, 2025, 1,436,749 shares of common stock were issued for the exercise of 3,946,790 Series A Warrants under the Alternative Cashless

Exercise option as adjusted for reverse stock splits and exercise price adjustments.

During the three months ended March 31, 2025, there were 6 shares

issued for rounding on November 26, 2024, reverse stock split.

During the six months ended March

31, 2025, 333,650 shares of common stock were issued for the exercise of 333,650 Series B Warrants.

20 – STOCKHOLDERS’ EQUITY

1 Preferred Stock

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 OTCID tier 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 Form 25.

the nine months ended June 30, 2025, 252,278 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred

the nine months ended June 30, 2025, 3,778 shares of Series 1 Preferred Stock were cancelled.

of June 30, 2025, and September 30, 2024, there were 2,705,327 and 2,456,827 shares of Series 1 Preferred Stock issued and 2,641,227

and 2,392,727 shares of Series 1 Preferred Stock outstanding, respectively.

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.

the nine months ended June 30, 2025, 1,436,749 shares of common stock were issued for the exercise of 3,946,790 Series A Warrants under

the Alternative Cashless Exercise option as adjusted for reverse stock splits and exercise price adjustments.

During the nine months

ended June 30, 2025, there were 6 shares issued for rounding on November 26, 2024, reverse stock split.

the nine months ended June 30, 2025, 621,175

shares of common stock were issued for the exercise of 621,175

Series B Warrants which generated $ 1,307,355 in proceeds.

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.

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

7 unchanged sentences

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 $ 1,133,166 .

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.

The 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 amount of shares issued in a cashless 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.

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

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 $ 3,093,960 .

The aggregate gross

proceeds to the Company were $ 10,035,293 , before deducting underwriting discounts and other issuance expenses of $ 1,133,166 .

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 amount of shares issued in a cashless 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.

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 $ 3,093,960 .

The total fair value of the Warrants upon issuance was $ 17,279,611 .

Given that the gross proceeds received

of $ 10,024,083 was less than the total fair value of the liability classified Warrants, the Company recorded a loss on excess fair value

of $ 7,255,527 at issuance.

The following table summarizes

information about shares issuable under warrants outstanding as of March 31, 2025.

that the gross proceeds received of $ 10,024,083 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.

following table summarizes information about shares issuable under warrants outstanding as of June 30, 2025.

SHARES ISSUABLE UNDER WARRANTS OUTSTANDING

1 unchanged sentence

Weighted Average Exercise Price

Weighted Average Remaining

Contractual Term

Weighted Average Remaining Contractual Term(in years)

Outstanding at September 30, 2023

12 unchanged sentences

( 10,736,816 )

Outstanding at March 31, 2025

On October 2, 2024, the Company

completed a 60 for 1 reverse stock split.

At the time, the Company had 12,059,879 Series A Warrants and 13,529,410 Series B Warrants outstanding

at an exercise price of $ 0.85 .

According to the terms of the Series A and Series B warrants, in the event of a reverse stock split, the

exercise price resets to the lowest VWAP during the period commencing five (5) consecutive trading days immediately preceding and the

five (5) consecutive trading days commencing on the reverse stock split effective date and the number of warrants are adjusted as to keep

the aggregate value of the warrants then outstanding remains unchanged.

On October 7, 2024, it was determined that the exercise price

has reset to $ 0.7488 .

The following table illustrates

the adjustment.

Outstanding at June 30, 2025

October 2, 2024, the Company completed a 60 for 1 reverse stock split.

At the time, the Company had 12,059,879 Series A Warrants and

13,529,410 Series B Warrants outstanding at an exercise price of $ 0.85 .

According to the terms of the Series A and Series B warrants,

in the event of a reverse stock split, the exercise price resets to the lowest VWAP during the period commencing five (5) consecutive

trading days immediately preceding and the five (5) consecutive trading days commencing on the reverse stock split effective date and

the number of warrants are adjusted as to keep the aggregate value of the warrants then outstanding remains unchanged.

On October 7,

2024, it was determined that the exercise price has reset to $ 0.7488 .

following table illustrates the adjustment.

OF WARRANTS ADJUSTMENT

4 unchanged sentences

Series B Warrants

On November 26, 2024, the Company

completed a 35 for 1 reverse stock split.

At the time, the Company had 1,201,932 Series A Warrants and 15,444,550 Series B Warrants outstanding

at an exercise price of $ 0.7488 .

According to the terms of the Series A and Series B warrants, in the event of a reverse stock split,

the exercise price resets to the lowest VWAP during the period commencing five (5) consecutive trading days immediately preceding and

the five (5) consecutive trading days commencing on the reverse stock split effective date and the number of warrants are adjusted as

to keep the aggregate value of the warrants then outstanding remains unchanged.

On December2, 2024, it was determined that the exercise

price has reset to $ 3.1488 .

The following table illustrates

the adjustment.

November 26, 2024, the Company completed a 35 for 1 reverse stock split.

At the time, the Company had 1,201,932 Series A Warrants and

15,444,550 Series B Warrants outstanding at an exercise price of $ 0.7488 .

According to the terms of the Series A and Series B warrants,

in the event of a reverse stock split, the exercise price resets to the lowest VWAP during the period commencing five (5) consecutive

trading days immediately preceding and the five (5) consecutive trading days commencing on the reverse stock split effective date and

the number of warrants are adjusted as to keep the aggregate value of the warrants then outstanding remains unchanged.

On December 2,

2024, it was determined that the exercise price has reset to $ 3.1488 .

following table illustrates the adjustment.

Warrants outstanding

Aggregate Value

Adjusted number of warrants

Adjusted number of warrants outstanding

Series A Warrants

Series B Warrants

For the three and six

months ended March 31, 2025, the company recognized losses on excess fair value of the warrants of $ 0 and $ 15,796,105 , respectively, which

represents the difference between the fair value of the shares issued and the value of the warrants exercised.

For the three and six months ended

March 31, 2024, the company recognized a gain on changes in fair value of warrant liability of $ 4,707,374 and a loss on changes in fair

value of warrant liability of $ 5,312,838 , respectively, which represents the change in the fair value of the of the warrants unexercised

at the measurement period.

NOTE 21 – SHARE-BASED COMPENSATION

For the three and six months ended

March 31, 2025, and 2024, the Company recognized $ 3,096 and $ 7,183 , and $ 7,558 , and $ 15,116 of share-based compensation expense on its

outstanding options, respectively.

As of March 31, 2025, $ 25,887 of unrecognized share-based compensation expense is expected to be recognized

over a period of .5 years.

May 29, 2025, the Company completed an underwritten public offering of common stock.

At the time, the Company had 248,166 Series A Warrants

and 3,318,556 Series B Warrants outstanding at an exercise price of $ 3.1488 .

According to the terms of the Series A and Series B warrants,

in the event of a public offering, the exercise price resets to the lower of (i) the public offering price, or (ii) the lowest VWAP during

the period commencing five (5) consecutive trading days commencing on the republic offering effective date and the number of warrants

are adjusted as to keep the aggregate value of the warrants then outstanding remains unchanged.

On June 2, 2025, it was determined that

the exercise price has reset to $ 0.893 .

following table illustrates the adjustment.

Warrants outstanding

Aggregate Value

Adjusted number of warrants outstanding

Series A Warrants

Series B Warrants

the three and nine months ended June 30, 2025, the company recognized a gain on the fair value of the common shares issued for the exercised

warrants of $ 74,008 and a loss of $ 15,722,097 , respectively, which represents the difference between the fair value of the shares issued

and the value of the warrants exercised.

the three and nine months ended June 30, 2025, the company recognized a loss on changes in fair value of warrant liability of $ 3,615,437 ,

and 8,928,275 , respectively.

For the three and nine months ended June 30, 2024, the company recognized a gain on changes in fair value

of warrant liability of $ 2,807,890 , which represents the change in the fair value of the of the warrants unexercised at the measurement

2025 Equity Offering

May 28, 2025 the Company, entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp.

(the “Underwriter”), pursuant to which the Company agreed to sell to the Underwriter, in a firm commitment public offering

(the “Offering”), 1,250,000 shares of the Company’s common stock, par value $ 0.001 per share (the “Firm Shares”),

for a public offering price of $ 1.00 per share.

The Company also granted the Underwriter an over-allotment option to purchase up to 187,500

shares of the Company’s common stock (the “Option Shares,” together with Firm Shares, the “Shares”).

Company received $ 1,250,000 in gross proceeds from this Offering, before deducting underwriting discounts and other related offering

expenses of $ 191,050 .

The Offering closed on May 29, 2025.

June 2, 2025, the Underwriter fully exercised the option, and on June 3, 2025, the Company closed the offering of the Option Shares to

the Underwriter, for aggregate gross proceeds of approximately $ 187,500 less applicable underwriter discounts and other offering fees

and expenses of $ 15,000 .

21 – SHARE-BASED COMPENSATION

the three and nine months ended June 30, 2025, and 2024, the Company recognized $ 3,097 and $ 10,280 , and $ 7,559 , and $ 22,675 of share-based

compensation expense on its outstanding options, respectively.

As of June 30, 2025, $ 3,955 of unrecognized share-based compensation expense

is expected to be recognized over the next 3 months.

Future compensation amounts will be adjusted for any change in estimated forfeitures.

During the three and six months

ended March 31, 2025, no options were granted, cancelled, or forfeited.

NOTE 22 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company

and its subsidiaries are involved in legal proceedings that are incidental to the operation of our business.

The Company continues to

defend vigorously against all claims.

Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present

information, including assessment of the merits of the particular claim, as well as current accruals and insurance coverage, the Corporation

does not expect that such legal proceedings will have a material adverse impact on its unaudited condensed consolidated financial statements.

NOTE 23 – INCOME TAXES

For the three- and six-months ending

March 31, 2025, and 2024, the Company recorded an income tax expense of approximately $ 110,525 and $ 231,063 and $ 100,004 and $ 170,755

from continuing operations, respectively.

These taxes are related to our international operations and state taxes of certain subsidiaries.

As of year-end 2024, the Company

had federal, state, and UK net operating losses (“NOL”) of approximately $ 71.7 million, $ 5.2 million, and $ 1.7 million respectively.

the three and nine months ended June 30, 2025, no options were granted, cancelled, or forfeited.

22 – COMMITMENTS AND CONTINGENCIES

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 unaudited

condensed consolidated financial statements.

23 – INCOME TAXES

the three and nine months ended June 30, 2025, and 2024, the Company recorded an income tax expense of approximately $ 14,035 and $ 245,098

and $ 67,294 and $ 238,049 from continuing operations, respectively.

These taxes are related to our international operations and state

taxes of certain subsidiaries.

of year-end 2024, the Company had federal, state, and UK net operating losses (“NOL”) of approximately $ 71.7 million, $ 5.2

million, and $ 1.7 million respectively.

The Company has pre 2018 TCJA NOLs and post 2017 TCJA NOLs.

Pre 2018 NOLs will expire in 20 years with the first amount expiring in 2030

and the post 2017 NOLs can be carried forward indefinitely.

Generally, state NOLs have different NOL carryforward rules, with some pre-2018

NOLs being able to be carried forward indefinitely.

The first amount of state NOLs begin to expire in 2038.

In accordance with Section

382 of the U.S.

Internal Revenue Code, the usage of the Company’s NOL carryforwards is subject to annual limitations following greater

than 50% ownership changes.

Tax returns for the years ended 2021 through 2024 are subject to review by tax authorities.

The Company’s

effective tax rates for the three months ended March 31, 2025, and 2024, were 1.27 %

and ( 6.75 %)

respectively.

For the six months ended March 31, 2025, and 2024, the effective tax rates were ( 1.17 %)

and ( 6.27 %)

respectively.

NOTE 24 – SUBSEQUENT EVENTS

On April 7, 2025, 129,111

shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred Stock.

The holders of the Series 1

Preferred Stock are entitled to receive dividends at the rate of 10 % annually, based on the $ 10.00 per share Preference Amount,

payable semiannually.

Pre 2018 NOLs will expire in 20 years

with the first amount expiring in 2030 and the post 2017 NOLs can be carried forward indefinitely.

Generally, state NOLs have different

NOL carryforward rules, with some pre-2018 NOLs being able to be carried forward indefinitely.

The first amount of state NOLs begin to

expire in 2038.

In accordance with Section 382 of the U.S.

Internal Revenue Code, the usage of the Company’s NOL carryforwards

is subject to annual limitations following greater than 50% ownership changes.

Tax returns for the years ended 2021 through 2024 are

subject to review by tax authorities.

Company’s effective tax rates for the three months ended June 30, 2025, and 2024, were ( 0.17 %) and ( 0.74 %) respectively.

nine months ended June 30, 2025, and 2024, the effective tax rates were ( 1.17 %) and ( 2.02 %) respectively.

24 – SUBSEQUENT EVENTS

Various dates in July and August 2025, 2,018,577 shares of common stock were issued in exchange for 2,018,577 Series B warrants.

exercises generated $ 1,802,590 in gross proceeds and generated a $ 532,844 gain on the fair value of the common shares issued for the

exercised warrants, which represents the difference between the fair value of the shares issued and the value of the warrants exercised.

In July 2025, the Company acquired approximately 5,500 units of Solana

(SOL) as part of its broader cryptocurrency strategy.

This investment is intended to diversify the Company’s treasury holdings and

provide potential exposure to blockchain-based technologies relevant to its long-term strategic initiatives.

August 1, 2025, the Company issued 150,000 shares to settle $ 166,050 of debt due to Streeterville Capital, LLC.

$ 2,814 was applied to

accrued interest and $ 163,236 was applied to the principal on the note that matures on February 22, 2026 .

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-Q

Item 1. Financial Statements