What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-02-17 compared with 2025-08-14 · 505 added, 585 removed, 639 unchanged (63% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

June 30, 2025

September 30,

11 unchanged sentences

Royalties receivable, net - related party

Digital assets

Liabilities & Stockholders’ Equity

5 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, 2,705,327 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

Preferred stock , $ 0.001

par value, 10,000,000

shares authorized, Series 1 3,000,000

shares authorized, 2,840,919

shares issued and 2,776,819

shares outstanding as of December 31, 2025 and 2,705,327

shares issued and 2,641,227

shares outstanding as of September 30, 2025 (liquidation value of $ 10

Preferred stock, value

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

September 30, 2025

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

Common stock, $ 0.001 par value, 70,000,000 shares authorized, 8,600,552 shares issued and outstanding

at December 31, 2025 and 830,606 shares issued and outstanding at September 30, 2025

Additional paid-in capital

2 unchanged sentences

( 99,397,741 )

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

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

Accumulated other comprehensive income

Total Cemtrex stockholders’ equity

Non-controlling interest

Total stockholders’ equity

Total liabilities and stockholders’ equity

2 unchanged sentences

Consolidated Statements of Operations

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

December 31, 2025

December 31, 2024

For the three months ended

For the nine months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

December 31, 2025

December 31, 2024

Cost of revenues

3 unchanged sentences

Total operating expenses

Operating (loss)/income

Operating loss

( 2,806,160 )

( 2,281,436 )

Other (expense)/income

Other income/(expense)

Other income/(expense), net

1 unchanged sentence

( 12,123,695 )

( 1,697,803 )

Gain/(loss) on exercise of warrant liabilities

( 7,255,528 )

Changes in fair value of digital assets

Loss on exercise of warrant liabilities

( 4,674,806 )

2 unchanged sentences

( 10,020,212 )

( 8,928,275 )

Total other income/(expense), net

1 unchanged sentence

( 26,265,257 )

( 26,095,977 )

( 6,855,804 )

Net loss before income taxes

1 unchanged sentence

( 28,546,693 )

( 24,402,990 )

( 11,805,833 )

Income tax expense

2 unchanged sentences

( 28,667,231 )

( 24,648,088 )

( 12,043,882 )

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

( 4,633,647 )

( 9,139,319 )

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

( 20,556,147 )

4 unchanged sentences

$ ( 28,754,367 )

$ ( 24,914,760 )

$ ( 11,661,731 )

Income/(loss) per share - Basic & Diluted

Continuing Operations

$ ( 2,232.92 )

Discontinued Operations

Weighted Average Number of Shares-Basic & Diluted

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

and Subsidiaries

Consolidated Statements of Comprehensive Loss

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

December 31, 2025

December 31, 2024

For the three months ended

For the nine months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

December 31, 2025

December 31, 2024

Other comprehensive loss

1 unchanged sentence

$ ( 28,934,519 )

$ ( 24,930,687 )

$ ( 12,012,943 )

Foreign currency translation gain/(loss)

Foreign currency translation loss

Comprehensive loss

1 unchanged sentence

( 29,065,958 )

( 25,252,522 )

( 12,127,374 )

Less net (loss)/income in noncontrolling interest

Less net loss in noncontrolling interest

Comprehensive loss attributable to Cemtrex, Inc.

1 unchanged sentence

$ ( 28,885,806 )

$ ( 25,236,595 )

$ ( 11,776,162 )

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

1 unchanged sentence

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

Number of Shares

Accumulated Deficit

Comprehensive

Stockholders’

1 Preferred Stock

at September 30, 2024

$ ( 71,355,386 )

$ ( 148,291 )

currency translation loss

paid in Series 1 preferred shares

of Series A warrants

of Series B warrants

attributable to noncontrolling interest

( 28,754,367 )

at December 31, 2024

$ ( 100,109,753 )

$ ( 148,291 )

Stockholders’Equity

Preferred Stock Series 1 Par Value $0.001

Preferred Stock Series C Par Value $0.001

Common Stock Par

Treasury Stock, 64,100 shares of Series 1

Accumulated other

Number of Shares

Accumulated Deficit

Comprehensive

Stockholders’Equity

Balance at September 30, 2025

$ 105,668,565

currency translation loss

$ ( 99,397,741 )

attributable to noncontrolling interest

at March 31, 2025

$ ( 148,291 )

Foreign currency translation loss

Dividends paid in Series 1 preferred shares

Shares issued to pay debt

Exercise of Series A warrants

Exercise of Series B warrants

Shares issued in offering

Issuance of roundup shares

( 20,556,147 )

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

( 20,556,147 )

Balance at December 31, 2025

$ 147,309,421

at June 30, 2025

$ ( 119,953,888 )

$ ( 148,291 )

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

and Subsidiaries

Consolidated Statement of Stockholders’ Equity (Continued)

64,100 shares of

Paid-in Capital

Preferred Stock

Comprehensive

Stockholders’

Stockholders’ Equity

Non-controlling

Preferred Stock Series 1

Par Value $0.001

Preferred Stock Series C Par

Common Stock Par

Treasury Stock, 64,100 shares of Series 1

Accumulated other

Paid-in Capital

Preferred Stock

at September 30, 2023

$ ( 64,125,895 )

$ ( 148,291 )

currency translation gain

issued to pay notes payable

paid in Series 1 preferred shares

attributable to noncontrolling interest

( 1,207,494 )

at December 31, 2023

$ ( 65,333,389 )

Comprehensive

Stockholders’ Equity

Non-controlling

Balance at September 30, 2024

$ ( 71,355,386 )

currency translation loss

$ ( 148,291 )

of treasury stock

attributable to noncontrolling interest

$ ( 71,355,386 )

$ ( 148,291 )

at March 31, 2024

Foreign currency translation loss

Share-based compensation

Dividends paid in Series 1 preferred shares

Exercise of Series A warrants

Exercise of Series B warrants

Issuance of roundup shares

Loss attributable to noncontrolling interest

( 28,754,367 )

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

Balance at December 31, 2024

$ ( 100,109,753 )

$ ( 148,291 )

income (loss)

$ ( 1,559,534 )

$ ( 100,109,753 )

at June 30, 2024

$ ( 148,291 )

3 unchanged sentences

Consolidated Statements of Cash Flows

For the nine months ended

For the three months ended

Cash Flows from Operating Activities

5 unchanged sentences

Noncash lease expense

Bad debt expense

Credit loss recovery

Contract modification - related party

Share-based compensation

Income tax expense

Shares issued to pay for services

Write-off of demonstration equipment

Interest expense paid in equity shares

Accrued interest on notes payable

2 unchanged sentences

Loan origination costs

Loss on excess fair value of warrants

Receipt of SOL from staking

Non-cash transaction fees

Unrealized loss on digital assets

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:

Trade receivables

( 1,534,474 )

Trade receivables - related party

( 4,126,906 )

Contract assets

2 unchanged sentences

( 1,051,056 )

Accounts payable - related party

Sales tax payable

6 unchanged sentences

Other liabilities

Net cash provided by/(used in) operating activities

Net cash used in operating activities

( 1,201,817 )

1 unchanged sentence

Purchase of property and equipment

( 1,435,743 )

Proceeds from sale of property and equipment

Royalties on related party revenues

Purchase of marketable securities

Investment in MasterpieceVR

7 unchanged sentences

Payments on debt

( 7,818,405 )

Payments on Paycheck Protection Program Loans

Proceeds on Loan from CEO

Proceeds on bank loans

Proceeds from notes payable

2 unchanged sentences

Expenses on offerings

Purchases of treasury stock

Net cash provided by financing activities

Effect of currency translation

Net increase/(decrease) in cash, cash equivalents, and restricted cash

Net increase in cash, cash equivalents, and restricted cash

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

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

and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

December 31, 2025

December 31, 2024

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

For the three months ended

Supplemental Disclosure of Cash Flow Information:

2 unchanged sentences

Supplemental Schedule of Non-Cash Investing and Financing Activities

Shares issued to pay for services

Financing of fixed asset purchase

Shares issued to pay notes payable

Noncash dividends

Noncash recognition of new leases

30 unchanged sentences

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.

October 2, 2024, November 26, 2024, and September 29, 2025, the Company completed 60:1 , 35:1 , and 15:1 respectively, reverse stock split

on its common stock.

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

Notices for Listing Deficiencies

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.

The notification letter also disclosed that in the event the Company

does not regain compliance with the Minimum Bid Price Requirement by December 11, 2024.

On December 11, 2024, we received a notification

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

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”).

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”).

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.

Additionally,

there was an error in the calculation of the weighted average shares for the three months ended December 31, 2024, for the reverse stock

splits on October 2, 2024, and November 26, 2024, the following table summarizes the correction prior to the adjustment for the reverse

stock split on September 29, 2025.

OF ERROR CORRECTION REVERSE

As previously reported

For the three

December 31, 2024

(Loss)/income per share - Basic & Diluted

Continuing Operations

Discontinued Operations

Weighted Average Number of Shares-Basic & Diluted

error affected the calculation of the weighted average shares at September 30, 2025, the following table summarizes the correction.

As previously reported

For the year ended

September 30, 2025

(Loss)/income per share - Basic & Diluted

Continuing Operations

Discontinued Operations

Weighted Average Number of Shares-Basic & Diluted

January 8, 2026, the Company completed the acquisition of Invocon.

As a result of the transaction, Invocon became a wholly owned subsidiary

of the Company.

The purchase price of $ 7,060,000 was paid in cash at closing.

Invocon will launch of the Company’s Aerospace

and Defense segment with reporting results beginning in the second quarter of fiscal year 2026.

February 5, 2026, the Company, through its subsidiary AIS, acquired substantially all the assets of Richland Industries LLC (“Richland”),

an industrial services and fabrication company located in Tennessee.

In connection with the transaction, AIS established a new subsidiary,

AIS as part of the Company’s Industrial Services Segment.

The purchase price of $ 600,000 was paid via a note payable issued by

This note carries interest of 6.09 % and matures on February 1, 2031 .

In addition, the Company purchased Richland’s

primary facility for $ 4,900,000 via a $ 3,920,000 mortgage issued by Fulton Bank and the balance including taxes, closing costs, and fees

This mortgage has carries interest of SOFR plus 2.75 % and matures on February 1, 2041 .

Concern Considerations

16 unchanged sentences

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.

Company has incurred substantial losses of $ 28,112,368 and $ 7,229,491 for fiscal years 2025 and 2024, respectively and a loss of $ 20,556,147

for the three months ended December 31, 2025, and has debt obligations over the next fiscal year of $ 6,662,656 that raise substantial

doubt with respect to the Company’s ability to continue as a going concern.

the Company’s losses 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.

These transactions add additional significant

non-operational expenses which are non-cash in nature.

The Company has $ 20,505,781 in cash and cash equivalents as of December 31, 2025.

Additionally, the Company has (i) secured a line of credit for its Vicon brand to fund operations, which as of December 31, 2025, has

available capacity of approximately $ 420,000 , (ii) continually reevaluate our pricing model on the Company’s Vicon brand to improve

margins on those products, (iii) raised $ 5,657,264 through the exercise of our Series B warrants during the quarter ended December 31,

2025 (iv) raised $ 6,000,000 in gross proceeds in equity offering during the quarter ended December 31, 2025, and an additional $ 4,000,000

in gross proceeds subsequent to December 31, 2025.

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 the Company’s current operations for at least the next twelve months, there

is no guarantee that the Company 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

34 unchanged sentences

Adopted Accounting Pronouncements

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

Improvements to Reportable Segment Disclosures”

(“ASU 2023-07”), which enhances the disclosures required for operating segments in the Company’s annual and interim

consolidated financial statements.

ASU 2023-07 is effective for the Company for annual reporting for fiscal 2025 and for interim period

reporting beginning in fiscal 2026 on a retrospective basis.

Early adoption is permitted.

On October 1, 2024, the Company implemented

this standard and there has been no material change to the unaudited condensed consolidated financial statements.

June 30, 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to

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

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

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

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

On the basis of interpretations

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

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

to be inconsistent with the principles of ASC 820.

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

information, ASU 2022-03 clarifies this guidance and amends the illustrative example.

2022-03 is effective for fiscal years beginning

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.

Issued Accounting Pronouncements Not Yet Effective

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

4 unchanged sentences

for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is required

to adopt this standard prospectively in fiscal year 2026 for the annual reporting period ending September 30, 2026.

The Company is currently

in the process of evaluating the impact of adoption on the unaudited condensed consolidated financial statements.

The Company adopted

this standard on October 1, 2025.

There has been no material effect on the unaudited condensed consolidated

financial statements.

Issued Accounting Pronouncements Not Yet Effective

October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure

Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within the Accounting

Standards Codification (“ASC”).

These amendments align the requirements in the ASC to the removal of certain disclosure requirements

set out in Regulation S-X and Regulation S-K, announced by the SEC.

The effective date for each amended topic in the ASC is the date

on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective.

adoption is prohibited.

The Company does not anticipate that the ASU will have a material effect on the Company’s unaudited

financial statements and related disclosures.

November 2024, the FASB issued ASU 2024-03, “Income Statement (Topic 220):

16 unchanged sentences

financial statements.

July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326).

This guidance contains amendments that

provide decision-useful information to investors and other financial statement users while reducing the time and effort necessary to

analyze and estimate credit losses for current accounts receivable and current contract assets.

The amendments will be effective for

annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available

for issuance.

The Company is currently evaluating the impact of ASU 2025-05 on its unaudited condensed

consolidated financial statements and related disclosures.

December 2025, the FASB issued ASU 2025-11 - Interim Reporting (“ASU 2025-11”) which is intended to improve the navigability

of the guidance in ASC 270, Interim Reporting, and clarify when it applies.

Under the amendments, an entity is subject to ASC 270 if

it provides interim financial statements and notes in accordance with GAAP.

ASU 2025-11 also addresses the form and content of such financial

statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of

the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim reporting periods within

annual reporting periods beginning after December 15, 2027, and early adoption is permitted.

The Company is currently evaluating the

impact the adoption of ASU 2025-11 may have on the Company’s unaudited consolidated

financial statements.

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

2 unchanged sentences

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:

the three months ended December 31, 2025, and 2024:

OF DISAGGREGATION OF REVENUE RECOGNITION

For the three months ended

For the nine months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Point-in-time

Revenue performance obligation percentage

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:

4 – LOSS PER COMMON SHARE

net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during

Diluted net 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 months ended December 31, 2025,

and 2024, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive:

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

For the three months ended

For the nine months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Anti-dilutive shares

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

the three months ended December 31, 2025, and 2024, loss per share basic and diluted for continuing operations are calculated as follows:

SCHEDULE OF LOSS PER SHARE BASIC AND DILUTED

FOR CONTINUING OPERATIONS

For the three months

For the nine months ended

For the three months ended

Loss from Continuing operations

1 unchanged sentence

$ ( 28,667,231 )

$ ( 24,648,088 )

$ ( 12,043,882 )

Less loss in noncontrolling interest

Preferred stock dividends

Net loss applicable to common shareholders

1 unchanged sentence

( 28,487,079 )

( 24,654,110 )

( 11,745,185 )

Weighted Average Number of Shares-Basic & Diluted

Earnings/(loss) per share - Basic & Diluted - Continuing Operations

$ ( 2,232.92 )

Loss per share - Basic & Diluted - Continuing Operations

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

4 unchanged sentences

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

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

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

OF SEGMENT INFORMATION

Three months ended June 30, 2025

Three months ended June 30, 2024

Reportable Segments

Industrial Services

External revenues

Cost of revenues

Operating expenses

Sales, general, and administrative

Depreciation and amortization

Research and development

Operating (loss)/income

$ ( 722,597 )

$ ( 739,632 )

$ ( 642,401 )

( 2,101,247 )

( 1,585,878 )

( 3,179,516 )

Other income/(expense), net

$ ( 359,260 )

$ ( 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

For the three months ended December 31, 2025

For the three months ended December 31, 2024

Reportable Segments

8 unchanged sentences

Research and development

Operating (loss)/income

$ ( 2,550,158 )

Operating income/(loss)

$ ( 3,024,626 )

1 unchanged sentence

$ ( 2,806,160 )

Other income/(expense), net

$ ( 1,895,645 )

1 unchanged sentence

$ ( 2,281,436 )

Other expense, net

$ ( 17,402,061 )

3 unchanged sentences

$ ( 26,265,257 )

following table summarizes the Company’s identifiable assets by segment as of December 31, 2025, and September 30, 2025.

September 30,

1 unchanged sentence

Industrial Services

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

3 unchanged sentences

with the plan.

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 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.

Additionally, there was restricted cash in escrow per the purchase agreement with Heisey Mechanical, Ltd.

Additionally,

there are funds in escrow related to bond requirements on certain public projects and deposit guarantees.

Company’s restricted cash as of December 31, 2025, and September 30, 2025, are summarized below.

OF RESTRICTED CASH

September 30,

Benecon group

Heisey escrow

Deposit guarantees

Escrow deposit

Restricted cash

7 – FAIR VALUE MEASUREMENTS

23 unchanged sentences

to continue as a going concern.

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

Company’s fair value liabilities at December 31, 2025, and September 30, 2025, are as follows.

OF FAIR VALUE OF LIABILITIES

Quoted Prices

Identical Assets

Quoted Prices in Active

Markets for Identical Assets

Other Observable Inputs

Balance as of December 31, 2025

Digital assets - SOL $

Marketable Securities $

Warrant liabilities $

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

Quoted Prices in Active

Markets for Identical Assets

Other Observable Inputs

Inputs (Level

Balance as of September 30, 2025

Digital assets - SOL $

Warrant liabilities $

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:

July 29, 2025, the Company invested $ 998,642 in Solana (SOL) and staked our holdings.

SOL is a fungible crypto asset that meets the criteria

for an intangible asset, resides on a distributed ledger, is secured by cryptography, and does not grant enforceable rights to underlying

goods or services to its holder.

The digital assets were measured at fair value after acquisition, with changes reported in net income.

Staking earnings are recorded as revenue.

Asset staking allows holders of specific cryptocurrencies to earn rewards for helping to validate blocks of transaction data as it is

submitted to the blockchain network.

staking process serves two key purposes:

the accuracy of new information as it is added to the blockchain.

to secure the underlying blockchain network against the majority of the network taking over control, known as a 51% attack.

staking process uses incentives and penalties governed by computer-based rules to encourage honest participation in the network.

who act within the rules of the protocol receive rewards for their contributions, while those who act dishonestly can face penalties,

such as losing their staked cryptocurrency through a process called slashing.

Staking rewards are distributed as newly minted cryptocurrency

units, oftentimes at a proportionate rate to the amount a person stakes.

With some proof-of-stake blockchains, depositing more assets

in a staking smart contract increases the chance of being selected to validate blocks.

This mechanism is based on the assumption that

those with more “skin in the game” are more likely to act within the best interests of the network because they have more

to lose financially if their assets are slashed (confiscated by the network).

However, to avoid favoring wealthier participants, some

protocols incorporate randomness to ensure everyone, including those with smaller stakes, has a chance to earn rewards.

incentives, in the form of additional SOL, are recognized on the date received at the fair market value on that date.

There are no lockups

or restrictions on the Company’s digital asset holdings due to staking.

Company’s digital assets as of December 31, 2025, and September 30, 2025, are as follows.

OF DIGITAL ASSETS HOLDINGS

September 30,

Cost Per Unit

following table is a summary of our digital assets as of December 31, 2025.

SUMMARY OF DIGITAL ASSETS

Fair Value, September 30, 2024

Cash purchase

Receipt of SOL from staking

Non-cash transaction fees

Unrealized gain

Fair Value, September 30, 2025

Cash purchase

Receipt of SOL from staking

Non-cash transaction fees

Unrealized loss

Fair Value, December 31, 2025

value of the Series A Warrants is based on the market value of our common stock on the balance sheet date.

fair value of the Series B Warrants is estimated on the balance sheet date using the Black-Scholes model, which requires inputs based

on certain subjective assumptions, including the fair value of the Company’s common shares, expected share price volatility, the

expected term of the award, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s

expected dividend yield.

December 31, 2025, and September 30, 2025, the following inputs were used in the Black-Scholes model.

OF FAIR VALUE INPUTS USED IN BLACK-SCHOLES MODEL

September 30,

Expected term

Risk-free interest rate

Expected volatility

Expected dividend yield

following table summarizes information on warrant liabilities as of December 31, 2025.

SCHEDULE OF WARRANT LIABILITIES ACTIVITY

6 unchanged sentences

( 1,727,742 )

( 7,397,651 )

Fair market revaluation

Warrant Liabilities at June 30, 2025

Warrant Liabilities at September 30, 2025

Warrant Liabilities, Beginning balance

Warrants Issued

Warrants Exercised

( 5,586,268 )

( 5,683,883 )

Fair market revaluation

Warrant Liabilities at December 31, 2025

Warrant Liabilities, Ending balance

8 – TRADE RECEIVABLES, NET

9 unchanged sentences

expenses and other current assets consisted of the following:

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

SUMMARY OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

September 30,

3 unchanged sentences

Short-term investments

Prepaid income taxes

VAT and GST tax receivable

Prepaid expenses and other current assets total

7 unchanged sentences

Inventory, net

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

Company maintained an allowance for obsolete inventories of $ 1,042,321 and $ 1,034,798 at December 31, 2025, and September 30, 2025, respectively.

11 – PROPERTY AND EQUIPMENT

and equipment are summarized as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT

SUMMARY OF PROPERTY AND EQUIPMENT

September 30,

8 unchanged sentences

Property and equipment, net

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.

expense for the three months ended December 31, 2025, and 2024, was $ 412,395 and $ 337,259 , 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

4 unchanged sentences

Impairment /adjustments

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.

Balance at September 30, 2025

Impairment /adjustments

Balance at December 31, 2025

of December 31, 2025, and September 30, 2025, accumulated impairment losses of $ 3,846,475 have been recorded related to the Security

13 – OTHER ASSETS

7 unchanged sentences

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.

in the accompanying unaudited condensed consolidated balance sheet and the Company accounts for this investment and records it at cost.

No impairment has been recorded for the three months ended December 31, 2025, and 2024.

assets consisted of the following:

SCHEDULE OF OTHER ASSETS

June 30, 2025

September 30,

7 unchanged sentences

SCHEDULE OF ACCRUED EXPENSES

June 30, 2025

September 30,

Accrued expenses

Accrued payroll

Accrued payroll and payroll taxes

Accrued warranty

1 unchanged sentence

15 – DEFERRED REVENUE

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

Company’s deferred revenue for the three months ended December 31, 2025, and 2024, were as follows:

SCHEDULE OF DEFERRED REVENUE

For the three months ended

For the nine months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

December 31, 2025

December 31, 2024

Deferred revenue at beginning of period

3 unchanged sentences

Deferred software revenues

( 1,607,131 )

( 2,044,584 )

Deferred revenue at end of period

1 unchanged sentence

Long-term deferred revenue at end of period

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.

the three months ended December 31, 2025, and 2024, the Company recognized revenue of $ 499,890 , and $ 501,666 , respectively, that was

previously included in the beginning balance of deferred revenues.

16 – CONTRACT ASSETS AND LIABILITIES

14 unchanged sentences

OF CONTRACT ASSETS AND LIABILITIES

June 30, 2025

September 30,

6 unchanged sentences

$ ( 674,891 )

$ ( 268,997 )

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 nine months ended June

30, 2025, and 2024.

the three months ended December 31, 2025, and 2024, the Company recognized revenue of $ 1,271,877 and $ 760,431 , 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 months ended December 31, 2025,

OF CONTRACT ASSETS AND CONTACT LIABILITIES

For the three months ended

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

6 unchanged sentences

$ ( 1,254,204 )

( 1,254,204 )

$ ( 980,319 )

Changes in revenue billed, contract price or cost estimates

( 1,455,386 )

Contract liability, ending balance

1 unchanged sentence

$ ( 1,279,185 )

$ ( 2,709,590 )

$ ( 1,901,606 )

Net Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts

3 unchanged sentences

Changes in revenue billed, contract price or cost estimates

( 1,343,634 )

$ ( 1,842,442 )

( 1,545,428 )

Net billings in excess of costs, ending balance

$ ( 2,111,439 )

$ ( 786,546 )

$ ( 2,111,439 )

$ ( 786,546 )

Net costs in excess of billings, ending balance

17 – RELATED PARTY TRANSACTIONS

17 unchanged sentences

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.

of December 31, 2025, there were royalties receivable from the sale of Cemtrex, XR, Inc.

of $ 462,467 , of which $ 240,000 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 $ 165,771 allowance for expected credit losses against these royalties.

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

of December 31, 2025, there was $ 527,877

in trade receivables due from the Cemtrex XR successor company,

Of these receivables $ 240,000

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

is the short term due on the royalties on CXR Inc.’s

The remaining $ 287,877

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

is related to the services provided by Cemtrex Technologies

in the normal course of business.

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.

NOTE 18 – EXPECTED CREDIT LOSSES

The following table summarized the Company’s activity for expected

credit losses for the three months ended December 31, 2025.

SCHEDULE OF CURRENT EXPECTED CREDIT LOSSES

Trade receivables, net

Contract assets, net

Royalties receivable, net - related party

As of September 30, 2025

As of December 31, 2025

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

2 unchanged sentences

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.

approximately 2.43 years at December 31, 2025, and 3.30 years at December 31, 2024.

The weighted average discount rate used to measure

lease liabilities was approximately 6.31 % at December 31, 2025, and 6.22 % at December 31, 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 $ 2,075 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:

Short-term rent expense was $ 6,225 for the three months ended December 31, 2025, and $ 11,381 for the three months

ended December 31, 2024.

A reconciliation of undiscounted cash flows to operating lease liabilities recognized in the unaudited condensed

consolidated balance sheet at December 31, 2025, is set forth below:

OF RECONCILIATION OF UNDISCOUNTED CASH FLOWS TO OPERATING LEASE LIABILITIES

1 unchanged sentence

Operating Leases

Remainder of 2026

Undiscounted lease payments

3 unchanged sentences

Long-term operating lease liabilities

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

costs for the three months ended December 31, 2025, and 2024 are set forth below:

OF LEASE COSTS

For the three months ended

For the nine months ended

Operating lease costs:

Operating lease costs

Short-term lease costs

2 unchanged sentences

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.

October 5, 2023, the Company obtained a revolving line of credit in the amount of $ 5,000,000

from Pathward, N.A..

The interest rate will be a rate which

is equal to three percentage points ( 3 %)

in excess of that rate shown in the Wall Street Journal as the prime rate (the “Effective Rate”) and matures twenty-four

months 24 from

the closing date.

This loan is secured by the Company’s eligible accounts receivable and eligible finished goods inventory.

Company’s ability to borrow against the line of credit is limited by the value of the eligible assets.

As of December 31, 2025,

the Company had enough eligible assets to access approximately $ 2,400,000 of the credit line.

The Company was in compliance with all

loan covenants as of December 31, 2025.

As of December 31, 2025, and September 30, 2025, this loan had a balance of $ 1,948,258 , and $ 3,176,096 ,

respectively.

November 7, 2025, the Company issued a note payable to Streeterville Capital, LLC in the amount of $ 7,025,000 .

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 .

between November 7, 2025, and December 31, 2025, of SOFR ( 3.87 % as of December 31, 2025), after December 31, 2025, 8 %, This Note matures

eighteen (18) months from the issuance date with redemptions beginning at six (6) months from the issuance date.

After deduction of legal

fees of $ 25,000 , the Company received $ 7,000,000 in cash.

Additionally, this note contains an additional interest provision that if this

note is outstanding on January 1, 2026, a one-time additional interest fee of $ 1,050,00 will automatically be added to the outstanding

The Company recorded this fee on January 1, 2026.

following table outlines the Company’s secured liabilities:

3 unchanged sentences

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

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 % ( 6.82 % 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 June 30, 2025.

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

This loan is secured by certain assets of the Company.

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

SOFR plus 2.37 % ( 6.24 % as of December 31, 2025 and 6.61 % as of September 30, 2025).

Fulton Bank mortgage $ 2,476,000 .

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

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

This loan is secured by the underlying asset.

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

SOFR plus 2.62 % ( 6.49 % on December 31, 2025 and 6.86 % on September 30, 2025).

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 ( 7.25 % as of June 30, 2025 and 7.76 % as of September 30, 2024).

SOFR plus 2.80 % per annum ( 6.67 % as of December 31, 2025 and 7.04 % as of September 30, 2025).

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

3 unchanged sentences

matures in 2030.

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.

SOFR plus 2.80 % per annum ( 6.67 % as of December 31, 2025 and 7.04 % as of September 30, 2025).

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 June 30, 2025 and September 30, 2024.

Unamortized original issue discount balance of $ 0 as of September 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 $ 45,833 as of June 30, 2025.

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

however the Company is awaiting final approval from the Small Business Administration.

Unamortized original issue discount balance of $ 33,333 as of September 30, 2025.

Note payable - $ 7,025,000 .

Less legal fees $ 25,000 ,net cash received $ 7,000,000 .

A $ 1,050,000 additional interest provision was recorded on January 1, 2026

Between November 7, 2025 and December 31, 2025, SOFR ( 3.87 % as of December 31, 2025), after December 31, 2025, 8 %

Unamortized original issue discount

Current maturities

1 unchanged sentence

( 8,925,497 )

Unamortized original issue discount

Long-term debt

1 unchanged sentence

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

Company’s Series 1 Preferred Stock is quoted on the OTC Markets OTCID tier under the symbol “CETXP.”

the three months ended December 31, 2025, 135,592 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series

1 Preferred Stock.

of December 31, 2025, and September 30, 2025, there were 2,840,919 and 2,705,327 shares of Series 1 Preferred Stock issued and 2,776,819

and 2,641,227 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.

October 2, 2024, November 26, 2024, and September 29, 2025, the Company completed a 60:1 , 35:1 , and 15:1 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.

addition, the Company granted the Underwriter a 45-day option to purchase additional 1,764,705 shares of common stock and/or Pre-Funded

Warrants, representing up to 15 % of the number of common stock and Pre-Funded Warrants sold in the Offering, and/or additional 1,764,705

Series A Warrants representing up to 15 % of the Series A Warrants sold in the Offering, and/or additional 1,764,705 Series B Warrants

representing up to 15 % of the Series B Warrants sold in the Offering to cover over-allotments, if any.

The Offering closed on May 3,

An aggregate of 11,764,705 Units (which includes 554,705 shares of common stock), 11,210,000 Pre-Funded Units (which includes 11,210,000

Pre-Funded Warrants), and a Series A Warrant and a Series B Warrant were sold in the Offering.

On May 3, 2024, the Underwriter partially

exercised its over-allotment option with respect to 1,764,705 Series A Warrants and 1,764,705 Series B Warrants.

The aggregate gross

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

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.

the three months ended December 31, 2025, 29,943 shares of common stock were issued for the exercise of 9,981 Series A Warrants under

the Alternative Cashless Exercise option as adjusted for exercise price adjustments.

the three months ended December 31, 2025, there were 67,671 shares issued for rounding on September 29, 2025, reverse stock split.

the three months ended December 31, 2025, 2,316,480 shares of common stock were issued for the exercise of 2,316,480 Series B Warrants

which generated $ 5,657,264 in proceeds.

the three months ended December 31, 2025, 3,000,296 shares of the Company’s common stock have been issued to satisfy $ 7,756,167

of notes payable, $ 87,833 in accrued interest, and $ 11,798,283 of excess value of shares issued recorded as interest expense.

were issued pursuant to the exemption contained under Section 4(a)(2) of the Securities Act of 1933, as amended.

A and Series B Warrants

following table summarizes information about shares issuable under warrants outstanding as of December 31, 2025.

SHARES ISSUABLE UNDER WARRANTS OUTSTANDING

Warrant Shares Outstanding

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term(in years)

Warrant Shares

Weighted Average

Exercise Price

Weighted Average

Contractual Term (in years)

Outstanding at September 30, 2024

4 unchanged sentences

Warrants cancelled

Exercise price adjustments

( 18,971,637 )

Outstanding at September 30, 2025

5 unchanged sentences

Exercise price adjustments

( 10,736,816 )

Outstanding at June 30, 2025

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

Outstanding at December 31, 2025

October 13, 2025, the Company issued shares of common stock to relieve debt.

At the time, the Company had 147,324 Series A Warrants and

1 unchanged sentence

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,

in the event of a issuance below the current exercise price, 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.

17, 2025, it was determined that the exercise price has reset to $ 4.56 .

3 unchanged sentences

Aggregate Value

Adjusted number of warrants

Series A Warrants

Series B Warrants

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 .

December 11, 2025, the Company closed on a Securities Purchase agreement of common stock.

At the time, the Company had 57,120 Series

A Warrants and 1,757,778 Series B Warrants outstanding at an exercise price of $ 4.56 .

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 December 17, 2025, it

was determined that the exercise price has reset to $ 2.433 .

following table illustrates the adjustment.

1 unchanged sentence

Aggregate Value

Adjusted number of warrants outstanding

Series A Warrants

Series B Warrants

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 .

December 30, 2025, the Company closed on a Securities Purchase agreement of common stock.

At the time, the Company had 78,489 Series

A Warrants and 987,987 Series B Warrants outstanding at an exercise price of $ 2.433 .

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 January 6, 2026, it was

determined that the exercise price has reset to $ 2.25 .

following table illustrates the adjustment.

1 unchanged sentence

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 .

the three months ended December 31, 2025, and 2024 the company recognized a loss on the fair value of the common shares issued for the

exercised warrants of $ 4,674,806 and a loss of $ 15,796,105 , respectively, which represents the difference between the fair value of the

shares issued and the value of the warrants exercised.

the three months ended December 31, 2025, and 2024 the company recognized a loss on changes in fair value of warrant liability of $ 688,671 ,

and $ 10,020,212 , respectively, which represents the change in the fair value of the of the warrants unexercised at the measurement period.

2025 Equity Offerings

December 11, 2025, the Company entered into a Securities Purchase Agreement with a single accredited institutional investor pursuant

to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering securities consisting of shares of the

Company’s common stock, par value $ 0.001 per share, and/or pre-funded warrants to purchase shares of Common Stock at $ 3.00 per

share/warrant for aggregate gross proceeds of $ 2,000,000 .

The Offering closed on December 11, 2025.

The Company issued 310,000 shares

of common stock and prefunded warrants to purchase 356,667 shares of common stock.

The Prefunded warrants were immediately exercised,

and the Company issued 666,667 shares of common stock in the aggregate.

December 23, 2025, the Company entered into a Securities Purchase Agreement with a single accredited institutional investor pursuant

to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering securities consisting of shares of the

Company’s common stock, par value $ 0.001 per share, and/or pre-funded warrants to purchase shares of Common Stock at $ 2.50 per share/warrant

for aggregate gross proceeds of $ 2,000,000 .

The Offering closed on December 23, 2025.

The Company issued 330,000 shares of common stock

and prefunded warrants to purchase 470,000 shares of common stock.

The Prefunded warrants were immediately exercised, and the Company

issued 800,000 shares of common stock in the aggregate.

December 30, 2025, the Company entered into a Securities Purchase Agreement with a single accredited institutional investor pursuant

to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering securities consisting of shares of the

Company’s common stock, par value $ 0.001 per share, and/or pre-funded warrants to purchase shares of Common Stock at $ 2.25 per

share/warrant for aggregate gross proceeds of $ 2,000,000 .

The Offering closed on December 30, 2025.

The Company issued 330,000 shares

of common stock and prefunded warrants to purchase 548,889 shares of common stock.

The Prefunded warrants were immediately exercised,

and the Company issued 888,889 shares of common stock in the aggregate.

22 – 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.

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

the three months ended December 31, 2025, and 2024, the Company recognized $ 0 and $ 4,087 of share-based compensation expense on its outstanding

options, respectively.

As of December 31, 2025, there was no unrecognized share-based compensation expense.

the three months ended December 31, 2025, no options were granted, cancelled, or forfeited.

23 – COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

24 – 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

the three months ended December 31, 2025, and 2024, the Company recorded an income tax expense of approximately $ 266,326 and $ 120,538 ,

respectively.

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

of year-end 2025, the Company had federal, state, and foreign net operating losses (“NOL”) of approximately $ 68.9 million,

$ 84.0 million, and $ 9.8 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.

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 2026.

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.

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 2022 through

2025 are subject to review by tax authorities.

Company’s effective tax rates for the three months ended December 31, 2025, and 2024, were ( 1.31 %) and ( 0.42 %) respectively.

25 – 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 .

January 9, 2026, Cemtrex, Inc.

(the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)

with a single accredited institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell

to the Purchaser, in a registered direct offering (the “Offering”), securities consisting of shares of the Company’s

common stock, par value $ 0.001 per share (the “Common Stock”), and/or pre-funded warrants to purchase shares of Common Stock

(the “Pre-Funded Warrants”), for aggregate gross proceeds of $ 4,000,000 .

The Offering closed on January 9, 2026.

issued 400,000 shares of common stock and prefunded warrants to purchase 1,069,507 shares of common stock, all the prefunded warrants

were immediately exercised.

January 8, 2026, the Company completed the acquisition of Invocon.

As a result of the transaction, Invocon became a wholly owned subsidiary

of the Company.

The purchase price of $ 7,060,000 was paid in cash at closing.

Invocon will launch the Company’s Aerospace

and Defense segment with reporting results beginning in the second quarter of fiscal year 2026.

February 5, 2026, the Company, through its subsidiary AIS, acquired substantially all the assets of Richland Industries LLC (“Richland”),

an industrial services and fabrication company located in Tennessee.

In connection with the transaction, AIS established a new subsidiary,

AIS as part of the Company’s Industrial Services Segment.

The purchase price of $ 600,000 was paid via a note payable issued by

This note carries interest of 6.09 % and matures on February 1, 2031 .

In addition, the Company purchased Richland’s

primary facility for $ 4,900,000 via a $ 3,920,000 mortgage issued by Fulton Bank and the balance including taxes, closing costs, and fees

This mortgage has carries interest of SOFR plus 2.75 % and matures on February 1, 2041 .

various dates in January 2026, the Company issued 8,030 shares of common stock to satisfy 8,030 Series B Warrants.

The exercises raised

$ 18,068 of cash.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements