What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-15 compared with 2026-02-17 · 728 added, 376 removed, 768 unchanged (59% of the section changed)

6 unchanged sentences

Restricted cash

Marketable securities

Trade receivables, net

6 unchanged sentences

Right-of-use operating lease assets

Right-of-use finance lease assets

Royalties receivable, net - related party

Digital assets

Intangible assets, net of amortization

Liabilities & Stockholders’ Equity

5 unchanged sentences

Operating lease liabilities - short-term

Finance lease liabilities - short-term

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, 2,840,919

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 , $ 0.001 par value, 10,000,000 shares authorized, Series 1, 4,000,000 shares authorized, 2,840,919 shares issued and 2,776,819 shares outstanding as of March 31, 2026 and 2,705,327 shares issued and 2,641,227 shares outstanding as of September 30, 2025 (liquidation value of $ 10 per share)

Series C, 100,000 shares authorized, 50,000 shares issued and outstanding at March 31, 2026 and September 30, 2025

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, 8,600,552 shares issued and outstanding

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

Common stock, $ 0.001 par value, 70,000,000 shares authorized, 10,078,089 shares issued and outstanding at March 31, 2026 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 December 31, 2025, and September 30, 2025

Treasury stock, 64,100 shares of Series 1 Preferred Stock at March 31, 2026, and September 30, 2025

Accumulated other comprehensive income

4 unchanged sentences

Consolidated Statements of Operations

December 31, 2025

December 31, 2024

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

For the three months ended

December 31, 2025

December 31, 2024

For the six months ended

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Cost of revenues

3 unchanged sentences

Total operating expenses

Operating loss

Operating (loss)/income

( 2,172,037 )

5 unchanged sentences

Changes in fair value of digital assets

Loss on exercise of warrant liabilities

( 1,098,441 )

Bargain purchase gain

Gain/(loss) on exercise of warrant liabilities

( 4,658,582 )

( 15,796,105 )

Changes in fair value of warrant liability

3 unchanged sentences

( 22,161,046 )

Net loss before income taxes

Net income/(loss) before income taxes

( 19,026,138 )

1 unchanged sentence

Income tax expense

Loss from continuing operations

Income/(loss) from continuing operations

( 19,366,323 )

( 20,056,721 )

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

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

Net income/(loss)

( 19,649,099 )

( 20,297,040 )

Less net loss in noncontrolling interest

Net loss attributable to Cemtrex, Inc.

Less net income in noncontrolling interest

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

$ ( 19,649,099 )

$ ( 20,116,888 )

Income/(loss) per share - Basic & Diluted

Income/(loss) per share - Basic

Continuing Operations

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

December 31, 2025

December 31, 2024

Income/(loss)

per share - Diluted

Weighted Average Number of Shares-Basic

Weighted Average Number of Shares-Diluted

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

Consolidated Statements of Comprehensive Income/(Loss)

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

For the three months ended

December 31, 2025

December 31, 2024

For the six months ended

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Other comprehensive loss

Net income/(loss)

$ ( 19,649,099 )

$ ( 20,297,040 )

Foreign currency translation loss

Comprehensive loss

Foreign currency translation gain/(loss)

Comprehensive income/(loss)

( 19,680,835 )

1 unchanged sentence

Less net loss in noncontrolling interest

Comprehensive loss attributable to Cemtrex, Inc.

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

$ ( 19,680,835 )

3 unchanged sentences

Consolidated Statement of Stockholders’ Equity

Number of Shares

Accumulated Deficit

Preferred Stock

Comprehensive

Stockholders’Equity

Preferred Stock Series 1 Par Value $0.001

Preferred Stock Series C Par Value $0.001

Common Stock Par

Stockholders’

Preferred Stock Series 1

Par Value $0.001

Preferred Stock Series C

Par Value $0.001

Treasury Stock, 64,100 shares of Series 1

Accumulated other

Number of Shares

Accumulated Deficit

Preferred Stock

Comprehensive

Stockholders’Equity

Stockholders’

Balance at September 30, 2025

15 unchanged sentences

$ ( 148,291 )

Foreign currency translation gain

Exercise of Series B warrants

Shares issued in offering

Balance at March 31, 2026

$ 151,331,793

$ ( 119,046,840 )

$ ( 148,291 )

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

and Subsidiaries

Consolidated Statement of Stockholders’ Equity (Continued)

Paid-in Capital

Preferred Stock

Number of Shares

Series 1 Preferred Stock

Comprehensive

Stockholders’ Equity

Non-controlling

Stockholders’

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

Preferred Stock Series C

Par Value $0.001

Treasury Stock, 64,100 shares of

Number of Shares

Series 1 Preferred Stock

Comprehensive

Stockholders’ Equity

Non-controlling

Stockholders’

Balance at September 30, 2024

1 unchanged sentence

$ ( 148,291 )

$ ( 71,355,386 )

$ ( 148,291 )

Foreign currency translation loss

11 unchanged sentences

$ ( 1,559,534 )

$ ( 100,109,753 )

$ ( 148,291 )

Foreign currency translation loss

Share-based compensation

Rounding shares

Elimination of non-controlling interest

Balance at March 31, 2025

( 91,402,261 )

2 unchanged sentences

Consolidated Statements of Cash Flows

For the three months ended

Cash Flows from Operating Activities

For the six months ended

Cash Flows from Operating Activities

( 19,649,099 )

4 unchanged sentences

Noncash lease expense

Credit loss recovery

Interest on finance leases

Loss on marketable securities

Credit loss (recovery)/expense

Loss on write-off of related party receivables

Contract modification - related party

Share-based compensation

Bargain purchase gain

( 2,068,047 )

Write-off of demonstration equipment

9 unchanged sentences

Changes in fair value of warrant liability

( 2,285,811 )

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

Trade receivables

Trade receivables - related party

( 1,536,888 )

Trade receivables - related party

Contract assets

1 unchanged sentence

Accounts payable

( 1,051,056 )

Sales tax payable

6 unchanged sentences

Other liabilities

Net cash used in operating activities

Net cash (used in)/provided by operating activities

( 5,310,446 )

1 unchanged sentence

Purchase of property and equipment

( 1,359,963 )

Proceeds from sale of property and equipment

1 unchanged sentence

Purchase of marketable securities

( 5,100,000 )

Acquisitions, net of cash acquired

( 7,594,695 )

Investment in digital assets

( 1,000,567 )

Investment in MasterpieceVR

1 unchanged sentence

( 13,972,452 )

( 1,436,452 )

Cash Flows from Financing Activities

4 unchanged sentences

Payments on debt

Finance lease liabilities

Payments on Paycheck Protection Program Loans

8 unchanged sentences

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

Balance Sheet Accounts Included in Cash, Cash

Equivalents, and Restricted Cash

March 31, 2026

March 31, 2025

Cash and cash equivalents

1 unchanged sentence

Total cash, cash equivalents, and restricted cash

For the three months ended

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

and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

Supplemental Disclosure of Cash Flow Information:

For the six months ended

Supplemental Disclosure of Cash Flow Information:

Cash paid during the period for interest

3 unchanged sentences

Noncash dividends

Financing of Building Purchase

Financing of Acquisitions

Noncash recognition of new leases

9 unchanged sentences

and its subsidiaries.

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

Additionally, the Company’s operational structure

also reports unallocated corporate expenses .

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

Additionally, the Company’s

operational structure also reports unallocated corporate expenses.

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

12 unchanged sentences

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.

We help customers seeking to achieve greater plant and asset utilization

and efficiency by cutting costs and increasing production from existing assets, including small projects to major capital investments,

turnarounds, maintenance, specialty welding services, and high-quality scaffolding and platforms.

Aerospace and Defense segment operates under the brand Invocon, Inc., which offers designing, manufacturing, and supporting advanced

instrumentation, wireless sensing, and telemetry systems deployed across satellites, launch vehicles, target missiles, and space-based

Its technologies support numerous government and prime contractor programs, including multiple Space Shuttle and International

Space Station systems, and the company maintains long-standing relationships across the Missile Defense Agency and leading aerospace

and defense primes.

Stock Reverse Stock Split

2 unchanged sentences

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

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

The Company accounts for business combinations are using the acquisition method.

The consideration transferred is measured at fair value,

which is calculated as the sum of the acquisition-date fair values of the assets transferred, liabilities incurred, and equity interests

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities assumed are measured at their

acquisition-date fair values.

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

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 be the launch of the Company’s Aerospace and Defense segment with reporting results

beginning in the second quarter of fiscal year 2026.

This acquisition is part of the Company’s strategy to grow through strategic acquisitions in stable market

purchase price allocation presented below is still preliminary but has been developed based on an estimate of fair values of Invocon’s

identifiable tangible and intangible assets acquired and liabilities assumed as of January 8, 2026.

The final allocation of the purchase

price will be determined within one year from the closing date of the Invocon acquisition.

The acquisition of Invocon was accounted for as a business combination

under ASC 805 using the acquisition method of accounting.

The assets and liabilities acquired, affected for adjustments to reflect fair

values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s condensed

consolidated financial statements from the Invocon acquisition date.

The Company determined that developed technology was the primary intangible acquired.

Under ASC 820-10-55-3A, fair value should reflect

market participant assumptions and the asset’s ability to generate cash flows, supporting an income approach and also states the

Multi-Period Excess Earnings Method (“MPEEM”) is typically applied when the subject intangible asset is the primary driver

Because the developed technology is the primary driver of earnings, the MPEEM appropriately isolates its economic contribution

after deducting contributory asset charges.

Significant assumptions utilized included projected cash flows, royalty

rates, risk free rate commensurate with the period to determine the value of developed software and tradenames.

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

SCHEDULE OF CONSIDERATION TRANSFERRED AND PRELIMINARY ALLOCATION OF TANGIBLE AND INTANGIBLE ASSETS AND LIABILITIES

Consideration Transferred:

Less cash acquired

Total consideration transferred

Purchase Price Allocation:

Accounts receivable

Prepaid expenses

Contract assets

Property and equipment

Right-of-use assets

Intangible assets

Accounts payable

Accrued expenses

Contract liabilities

Lease liabilities

Total consideration transferred

pro forma summary below presents the results of operations as if the Invocon acquisition occurred on October 1, 2024.

Proforma adjustments

for the three and six months ended March 31, 2026, includes $ ( 2,214 ) ,

and $ 393,750

respectively, of interest expense from the Company’s $ 7,025,000

payable used to fund the transaction, income tax benefit of $ 2,663 ,

and $ 148,251

amortization on recognized intangible assets for the three months ended March 31, 2026, and six months ended March 31, 2026.

adjustments for the three and six months ended March 31, 2025, includes $ 165,475 ,

and $ ( 393,750 ) ,

respectively, of interest expense from the Company’s $ 7,025,000

payable used to fund the transaction, $ 25,000

legal fees related to the acquisition, $ 148,251

amortization on recognized intangible assets and income tax expense of $ 727

the three months ended March 31, 2025, $ 321,502

amortization on recognized intangible assets and $ 171,604

income tax expense for the six months ended March 31, 2025.

The pro forma summary uses estimates and assumptions based on information

available at the time.

Management believes the estimates and assumptions to be reasonable; however, actual results may have differed

significantly from this proforma financial information.

The pro forma information does not reflect any cost savings, operating synergies

or revenue enhancements that might have been achieved from combining the operations.

The unaudited pro forma summary is provided for

illustrative purposes only and does not purport to represent the Company’s actual consolidated results of operations had the acquisition

been completed as of the date presented, nor should it be considered indicative of Cemtrex’s future consolidated results of operations.

SCHEDULE OF PRO FORMA STATEMENTS OF OPERATIONS

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.

For the three

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Net income/(loss)

$ ( 20,543,568 )

$ ( 21,150,249 )

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

1 unchanged sentence

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

AIS Tennessee, Inc (“AIS – TN”), as part of the Company’s Industrial Services Segment.

The acquisition was made to bring in vital services that AIS had previously

The purchase price of

$ 600,000 was paid via a note payable issued by Fulton Bank.

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

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 in cash.

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

The acquisition of Richland was accounted for as a business combination

under ASC 805 using the acquisition method of accounting.

The assets and liabilities acquired, affected for adjustments to reflect fair

values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s condensed

consolidated financial statements from the Richland acquisition date.

purchase price allocation presented below is still preliminary but has been developed based on an estimate of fair values of Richland

identifiable tangible and intangible assets acquired and liabilities assumed as of February 5, 2026.

The final allocation of the purchase

price will be determined within one year from the closing date of the Richland acquisition.

consideration transferred and preliminary allocation of AIS - TN tangible and intangible assets and liabilities, are as follows:

Consideration Transferred:

Note payable to finance acquisition

Less cash acquired

Total consideration transferred

Purchase Price Allocation:

Accounts receivable

Prepaid expenses

Contract assets

Property and equipment

Right-of-use assets

Accounts payable

Letter of credit

Accrued expenses

Contract liabilities

Lease liabilities

Long-term debt

Bargain purchase gain

( 2,068,047 )

Total consideration transferred

pro forma summary below presents the results of operations as if the Richland acquisition occurred on October 1, 2024.

Proforma adjustments for the three and six months ended March 31, 2026,

includes $ 10,008 , and $ 13,976 , respectively, of interest expense from the Company’s 600,000 note payable used to fund the transaction,

and income tax benefit of $ 22,537 for the three months ended March 31, 2026, and $ 114,432 of income tax benefit for the six months ended

March 31, 2026.

Proforma adjustments

for the three and six months ended March 31, 2025, includes $ 9,347 , and $ 18,564 , respectively, of interest expense from the Company’s

600,000 note payable used to fund the transaction, and income tax benefit of $ 37,364 for the three months ended March 31, 2025, and $ 63,230 of income tax expense

for the six months ended March 31, 2025.

The pro forma summary uses estimates and assumptions based on information available at the time.

Management believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly from

this proforma financial information.

The pro forma information does not reflect any cost savings, operating synergies or revenue enhancements

that might have been achieved from combining the operations.

The unaudited pro forma summary is provided for illustrative purposes only

and does not purport to represent the Company’s actual consolidated results of operations had the acquisition been completed as

of the date presented, nor should it be considered indicative of Cemtrex’s future consolidated results of operations.

For the three

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Net(loss)/income

$ ( 20,517,585 )

$ ( 21,716,395 )

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 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.

Company has incurred substantial net losses attributable to Cemtrex, Inc.

stockholders of $ 28,112,368

and $ 7,229,491

for fiscal years 2025 and 2024, respectively and a net losses attributable to Cemtrex, Inc.

stockholders of $ 19,649,099

for the six months ended March 31, 2026, and has debt obligations over the next fiscal year of $ 10,806,016

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 $ 7,910,118

in cash and cash equivalents and restricted cash as of March 31, 2026.

Additionally, the Company has (i) secured a line of credit

for its Vicon brand to fund operations, which as of March 31, 2026, has available capacity of approximately $ 1,100,000 ,

(ii) continually reevaluate our pricing model on the Company’s Vicon brand to improve margins on those products, (iii) raised

through the exercise of our Series B warrants during the six months ended March 31, 2026 (iv) raised $ 10,000,000

in gross proceeds in equity offering during the six months ended March 31, 2026 (v) Invested approximately $ 5,000,000 of the Company’s surplus cash in various marketable securities to generate

income on those investments.

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

42 unchanged sentences

this standard on October 1, 2025.

There has been no material effect on the unaudited condensed consolidated

The Company does not believe that this will have a material effect on the unaudited condensed consolidated

financial statements.

9 unchanged sentences

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.

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):

24 unchanged sentences

for issuance.

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

consolidated financial statements and related disclosures.

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

8 unchanged sentences

The Company is currently evaluating the

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

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

April 2026, the FASB issued Accounting Standards Update No.

2026-01, Equity (Topic 505):

Initial Measurement of Paid-in-Kind Dividends

on Equity-Classified Preferred Stock .

The amendments in this Update clarify that PIK dividends on equity-classified preferred stock

should be initially measured at the amount specified in the agreement, generally calculated by multiplying the PIK dividend rate by the

liquidation value of the preferred stock outstanding.

The standard is effective for the Company for fiscal years beginning after December

The Company is currently evaluating the impact the adoption of ASU 2026-01 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

effect on the accompanying unaudited condensed

consolidated financial statements.

effect on the accompanying unaudited condensed consolidated financial statements.

of an Immaterial Error in Previously Issued Financial Statements

to the issuance of our financial statements for the quarter ended March 31, 2026, an immaterial error was identified and has been corrected

in our historical information related to the net income/(loss) in noncontrolling interest.

On February 24, 2025, the Company filed a

Certificate of Amendment to the Certificate of Incorporation for Vicon Industries Inc.

This amendment effected a reverse stock split

which exchanged 98,521 for 6 shares of common stock and reduces the number of authorized common shares from 75,000,000 to 15,000 .

effects of the correction to the individual effected line items in our Consolidated Statement of Operations are as follows:

SCHEDULE OF EFFECTS OF CORRECTION TO CONSOLIDATED STATEMENT OF OPERATIONS

As previously reported

For the three months ended March 31, 2025

As previously reported

Less net income/(loss) in noncontrolling interest

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

As previously reported

For the six months ended March 31, 2025

As previously reported

Less net income/(loss) in noncontrolling interest

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

$ ( 20,371,425 )

$ ( 20,116,888 )

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

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

OF DISAGGREGATION OF REVENUE RECOGNITION

the three and six months ended March 31, 2026, and 2025:

SCHEDULE OF DISAGGREGATION OF REVENUE RECOGNITION

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

For the three months ended

For the six months ended

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Point-in-time

Revenue performance obligation percentage

4 – LOSS PER COMMON SHARE

4 – INCOME/(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

2 unchanged sentences

common shares issuable through contingent share arrangements, stock options, and warrants.

For the three months ended December 31, 2025,

For the three and six months ended March 31,

2026, and 2025, 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

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

For the three months ended

For the six months ended

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Anti-dilutive shares

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

the three and six months ended March 31, 2026, and 2025, loss per share basic and diluted for continuing operations are calculated as

SCHEDULE OF LOSS PER SHARE BASIC AND DILUTED FOR CONTINUING OPERATIONS

For the three months ended

Loss from Continuing operations

For the six months ended

Net income/(loss)

$ ( 19,649,099 )

$ ( 20,297,040 )

Less loss in noncontrolling interest

Net loss applicable to common shareholders

Less(loss)/income from discontinued operations, net of

Less net loss in noncontrolling interest

Preferred stock dividends

Net income/(loss) applicable to common shareholders

( 19,413,241 )

( 19,898,158 )

Weighted Average Number of Shares-Basic & Diluted

Loss per share - Basic & Diluted - Continuing Operations

Weighted Average Number of Shares-Basic

Weighted Average Number of Shares-Diluted

Loss per share - Basic - Continuing Operations

Loss per share - Diluted - Continuing Operations

Loss per share - Basic - Discontinued Operations

Loss per share - Diluted - Discontinued Operations

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

1 unchanged sentence

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.

Company reports and evaluates financial information for three reportable segments:

the Security segment, Industrial Services segment,

and the Aerospace and Defense segment.

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

1 unchanged sentence

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

OF SEGMENT INFORMATION

For the three months ended December 31, 2025

For the three months ended December 31, 2024

Reportable Segments

SCHEDULE OF SEGMENT INFORMATION

Industrial Services

Aerospace and Defense

Three months ended March 31, 2026

Reportable Segments

Industrial Services

Aerospace and Defense

External revenues

Cost of revenues

Operating expenses

General and administrative

Depreciation and amortization

Research and development

Operating (loss)/income

$ ( 1,362,181 )

$ ( 414,786 )

$ ( 1,100,933 )

$ ( 2,172,037 )

Other income/(expense), net

Industrial Services

Aerospace and Defense

Three months ended March 31, 2025

Reportable Segments

Industrial Services

Aerospace and Defense

External revenues

6 unchanged sentences

$ ( 575,661 )

Other (expense)/income, net

$ ( 493,731 )

Industrial Services

Aerospace and Defense

Six months ended March 31, 2026

Reportable Segments

Industrial Services

Aerospace and Defense

External revenues

Cost of revenues

Operating expenses

General and administrative

Depreciation and amortization

Research and development

Operating (loss)/income

$ ( 4,386,807 )

2 unchanged sentences

$ ( 4,978,197 )

Other expense, net

Other (expense)/income, net

$ ( 115,642 )

1 unchanged sentence

$ ( 14,047,941 )

Industrial Services

Aerospace and Defense

Six months ended March 31, 2025

Reportable Segments

Industrial Services

Aerospace and Defense

External revenues

Cost of revenues

Operating expenses

General and administrative

Depreciation and amortization

Research and development

Operating income/(loss)

$ ( 1,810,526 )

Other (expense)/income, net

$ ( 886,648 )

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

$ ( 188,371 )

$ ( 21,086,027 )

$ ( 22,161,046 )

following table summarizes the Company’s identifiable assets by segment as of March 31, 2026, and September 30, 2025.

SCHEDULE OF IDENTIFIABLE ASSETS BY SEGMENT

March 31, 2026

September 30, 2025

1 unchanged sentence

Industrial Services

Aerospace and Defense

6 – RESTRICTED CASH

6 unchanged sentences

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

Company’s restricted cash as of March 31, 2026, and September 30, 2025, are summarized below.

SCHEDULE OF RESTRICTED CASH

March 31, 2026

September 30, 2025

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to continue as a going concern.

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

OF FAIR VALUE OF LIABILITIES

Quoted Prices in Active

Markets for Identical Assets

Other Observable Inputs

Balance as of December 31, 2025

Company’s fair value liabilities at March 31, 2026, and September 30, 2025, are as follows.

SCHEDULE OF FAIR VALUE OF LIABILITIES

Quoted Prices

Identical Assets

Digital assets - SOL

1 unchanged sentence

Warrant liabilities

Quoted Prices in Active

Markets for Identical Assets

Other Observable Inputs

Inputs (Level

Balance as of September 30, 2025

Quoted Prices

Identical Assets

September 30,

Digital assets - SOL

Warrant liabilities

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.

July 29, 2025, and January 7, 2026, the Company invested $ 998,642 , and 1,000,567 , respectively, 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.

2 unchanged sentences

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.

Ensures the accuracy of new information as it is added to the

Helps 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.

13 unchanged sentences

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

Company’s digital assets as of March 31, 2026, and September 30, 2025, are as follows.

SCHEDULE OF DIGITAL ASSETS HOLDINGS

March 31, 2026

September 30, 2025

Cost Per Unit

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

following table is a summary of our digital assets as of March 31, 2026.

SUMMARY OF DIGITAL ASSETS

3 unchanged sentences

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

( 1,098,441 )

Fair Value, March 31, 2026

Marketable Securities

Marketable securities utilizing Level 1 inputs include active exchange-traded

equity securities and equity index funds, as these securities all have quoted prices in active markets.

These marketable securities are

trading securities and are recorded at fair value.

Unrealized gains and losses are reported under the caption other income/(expense),

net on the Company’s Condensed Consolidated Statements of Operations.

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

3 unchanged sentences

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

March 31, 2026, and September 30, 2025, the following inputs were used in the Black-Scholes model.

SCHEDULE OF FAIR VALUE INPUTS USED IN BLACK-SCHOLES MODEL

March 31, 2026

September 30, 2025

3 unchanged sentences

Expected dividend yield

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

Exercise Price

following table summarizes information on warrant liabilities as of March 31, 2026.

SCHEDULE OF WARRANT LIABILITIES ACTIVITY

2 unchanged sentences

Warrant Liabilities at September 30, 2025

Warrant Liabilities, Beginning balance

Warrants Issued

2 unchanged sentences

( 5,705,887 )

( 7,397,651 )

Fair market revaluation

Warrant Liabilities at September 30, 2025

Warrant Liabilities, Beginning balance

Warrants Issued

Warrants Exercised

( 1,746,394 )

( 2,285,811 )

Fair market revaluation

Warrant Liabilities at December 31, 2025

Warrant Liabilities at March 31, 2026

Warrant Liabilities, Ending balance

2 unchanged sentences

SCHEDULE OF TRADE RECEIVABLES, NET

March 31, 2026

September 30, 2025

1 unchanged sentence

Allowance for credit losses

receivables, net, total

Trade receivables, net

receivables include amounts due for shipped products and services rendered.

3 unchanged sentences

SUMMARY OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

March 31, 2026

September 30, 2025

3 unchanged sentences

Short-term investments

Prepaid income taxes

Prepaid expenses and other current assets total

2 unchanged sentences

SCHEDULE OF INVENTORY, NET

March 31, 2026

September 30, 2025

3 unchanged sentences

Inventory, net

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

Company maintained an allowance for obsolete inventories of $ 1,019,828 and $ 1,034,798 at March 31, 2026, and September 30, 2025, respectively.

11 – PROPERTY AND EQUIPMENT

1 unchanged sentence

SUMMARY OF PROPERTY AND EQUIPMENT

March 31, 2026

September 30, 2025

8 unchanged sentences

Property and equipment, net

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

expense for the three months ended March 31, 2026, and 2025, was $ 458,939 and $ 319,507 , respectively, depreciation expense for the six

months ended March 31, 2026, and 2025, was $ 877,126 and $ 666,252 , 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 AND INTANGIBLE ASSETS

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

1 unchanged sentence

Industrial Services

Aerospace and Defense

Balance at September 30, 2025

Impairment /adjustments

Balance at March 31, 2026

of March 31, 2026, and September 30, 2025, accumulated impairment losses of $ 3,846,475 have been recorded related to the Security segment.

January 8, 2026, the Company acquired Invocon, as part of the fair market evaluation for the purchase price accounting, the company recognized

intangible assets in the form of the company trade name and internal developed technologies.

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

SCHEDULE OF INTANGIBLE ASSETS BY SEGMENT

Industrial Services

Aerospace and Defense

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

Balance at March 31, 2026

13 – OTHER ASSETS

8 unchanged sentences

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.

No impairment has been recorded for the six months ended March 31, 2026, and 2025.

assets consisted of the following:

SCHEDULE OF OTHER ASSETS

March 31, 2026

September 30, 2025

7 unchanged sentences

SCHEDULE OF ACCRUED EXPENSES

March 31, 2026

September 30, 2025

4 unchanged sentences

15 – DEFERRED REVENUE

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

Company’s deferred revenue for the three and six months ended March 31, 2026, and 2025, were as follows:

SCHEDULE OF DEFERRED REVENUE

For the three months ended

December 31, 2025

December 31, 2024

For the six months ended

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Deferred revenue at beginning of period

3 unchanged sentences

Deferred software revenues

( 1,082,908 )

( 1,075,744 )

Deferred revenue at end of period

1 unchanged sentence

Long-term deferred revenue at end of period

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.

the three months ended March 31, 2026, and 2025, the Company recognized revenue of $ 495,402

and $ 501,666 ,

respectively.

For the six months ended March 31, 2026, and 2025, the Company recognized revenue of $ 914,003 ,

and $ 885,962 ,

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

16 – CONTRACT ASSETS AND LIABILITIES

13 unchanged sentences

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

OF CONTRACT ASSETS AND LIABILITIES

September 30,

SCHEDULE OF CONTRACT ASSETS AND LIABILITIES

Costs incurred on uncompleted contracts

Estimated gross profit

Applicable billings to date

Applicable billings to

( 28,293,504 )

( 15,045,345 )

Net earnings in excess of billings/(billing in excess of costs)

Net earnings in excess

of billings/(billing in excess of costs)

$ ( 139,815 )

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

Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts

Contract asset, beginning balance

Changes in revenue billed, contract price or cost estimates

Contract asset, net, ending balance

$ ( 674,891 )

the three and six months ended March 31, 2026, and 2025, the Company recognized revenue of $ 130,471 and $ 342,725 , and $ 1,402,348 and

$ 1,103,156 , 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 months ended March

31, 2026, and 2025.

SUMMARY OF CONTRACT ASSETS AND CONTACT LIABILITIES

For the three months

For the six months

and Estimated Earnings in Excess of Billings on Uncompleted Contracts

Contract asset,

beginning balance

Changes in revenue billed,

contract price or cost estimates

Contract assets acquired

in acquisition

Contract asset, net, ending

in Excess of Costs and Estimated Earnings on Uncompleted Contracts

Contract liability, beginning

( 1,542,262 )

$ ( 1,279,187 )

( 1,655,055 )

$ ( 1,254,204 )

Changes in revenue billed,

contract price or cost estimates

Contract liabilities acquired

in acquisition

Contract liability, ending

$ ( 2,348,384 )

$ ( 1,924,425 )

$ ( 2,348,384 )

$ ( 1,924,425 )

Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts

Contract liability, beginning balance

Net billings in excess

of costs, beginning balance

$ ( 674,891 )

$ ( 268,997 )

Changes in revenue billed, contract price or cost estimates

Contract liability, ending balance

Changes in revenue billed,

contract price or cost estimates

( 1,029,859 )

Net billings in excess

of costs acquired in acquisition

Net (earnings in excess

of billings)/costs in excess of billings, ending balance

$ ( 139,815 )

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

Net billings in excess of costs, beginning balance

$ ( 767,805 )

$ ( 139,815 )

Changes in revenue billed, contract price or cost estimates

Net costs in excess of billings, ending balance

$ ( 767,805 )

17 – RELATED PARTY TRANSACTIONS

17 unchanged sentences

from the financial statements as of December 31, 2024.

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.

of March 31, 2026, there were royalties receivable from the sale of Cemtrex, XR, Inc.

of $ 664,000 , all of which 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 $ 381,550 allowance for expected credit losses against these royalties.

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

in trade receivables due from the Cemtrex XR successor company,

of March 31, 2026, there was $ 548,554 in trade receivables due from the Cemtrex XR successor company, CXR, Inc.

Of these receivables

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

The remaining $ 287,877

is related to the services provided by Cemtrex Technologies

in the normal course of business.

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.

$ 282,450 is the net due on the royalties on CXR Inc.’s revenues.

The remaining $ 266,104 is related to the services provided by

Vicon Security Technologies Pvt Ltd.

(formerly Cemtrex Technologies Pvt.

Ltd.) in the normal course of business.

During the year ended

September 30, 2025, the Company recorded $ 60,628 in current expected credit losses on receivables due from CXR Inc.

18 – EXPECTED CREDIT LOSSES

following table summarized the Company’s activity for expected credit losses for the six months ended March 31, 2026.

SCHEDULE OF CURRENT EXPECTED CREDIT LOSSES

Trade receivables, net

Contract assets, net

Royalties receivable, net - related party

receivables, net

receivable, net - related party

As of September 30, 2025

As of December 31, 2025

Expected credit losses, beginning balance

As of March 31, 2026

Expected credit losses, ending balance

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 2.43 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.

approximately 3.23 years at March 31, 2026, and 3.30 years at March 31, 2025.

The weighted average discount rate used to measure lease

liabilities was approximately 6.16 % at March 31, 2026, and 6.22 % at March 31, 2025.

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 a single lease that is classified as a finance lease for equipment acquired as part of the Richland acquisition.

The remaining

term of this lease is 0.58 years with a discount rate of 1.76 % as of March 31, 2026.

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

1 unchanged sentence

of $ 2,075 per month.

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

Years ending September 30,

Operating Leases

Short-term rent expense was $ 12,840 for the six months ended March 31, 2026, and $ 25,671 for the six months ended

March 31, 2025.

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

consolidated balance sheet at March 31, 2026, is set forth below:

SCHEDULE OF RECONCILIATION OF UNDISCOUNTED CASH FLOWS TO OPERATING LEASE LIABILITIES

September 30,

Finance Leases

Remainder of 2026

2030 and thereafter

Undiscounted lease payments

1 unchanged sentence

Discounted lease payments

Less short-term operating lease liabilities

Long-term operating lease liabilities

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

OF LEASE COSTS

Less short-term lease liabilities

Long-term lease

costs for the three and six months ended March 31, 2026, and 2025 are set forth below:

SCHEDULE OF LEASE COSTS

For the three months ended

Operating lease costs:

For the six months ended

Operating lease costs:

of right-of-use assets

Interest on lease obligations

Operating lease costs total

Finance lease costs

Amortization of right-of-use

Interest on lease obligations

Finance lease costs total

Short-term lease costs

Total lease cost

Other information:

Cash paid for amounts included

in the measurement of lease liabilities:

Operating leases

Finance lease

20 – 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

months 24 from

the closing date.

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”) matures twenty-four months 24 from the closing date, and if not specifically terminated, renews for one-year

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.

The Company’s

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

As of March 31, 2026, the Company had enough

eligible assets to access approximately $ 3,100,000 of the credit line.

The Company was in compliance with all loan covenants as of March

As of March 31, 2026, and September 30, 2025, this loan had a balance of $ 2,035,697 , 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

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.

This note carries interest 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 of up to $ 700,000 a month beginning at six (6) months

from the issuance date.

After deduction of legal fees of $ 25,000 ,

the Company received $ 7,000,000

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

which is being amortized over the remaining life of the loan, as of March 31,

2026, there is $ 853,125 of unamortized interest.

As of March 31, 2026, this note had a balance of $ 8,281,006 .

February 5, 2026, the company issued a promissory note to Fulton Bank in the amount of $ 600,000 for the purchase of Richland Industries,

This note carries interest of 6.09 % requires 60 monthly payments of interest and principal and matures on February 1, 2031 .

March 31, 2026, the note had a balance of $ 590,787 .

February 5, 2026, the Company acquired a mortgage in the amount of $ 3,920,000

from Fulton Bank to finance the purchase of the property formerly owned by Richland Industries, LLC.

The mortgage carries interest

at the Secured Overnight Financing Rate (SOFR) plus 2.75 %

and matures on February

As of March 31, 2026, this loan had a balance of $ 3,912,200 .

following table outlines the Company’s secured liabilities:

OF LINES OF CREDIT AND AND LONG TERM LIABILITIES

September 30,

Interest Rate

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

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

SCHEDULE OF LINES OF CREDIT AND AND LONG TERM LIABILITIES

Fulton Bank - $312,000 fund equipment

This loan is secured by certain assets of the Company.

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

SOFR plus 2.37%

(6.05% as of March 31, 2026 and 6.61% as of September 30, 2025).

Fulton Bank - $ 312,000 fund equipment

This loan is secured by certain assets of the Company.

SOFR plus 2.37 %

( 6.05 % as of March 31, 2026 and 6.61 % as of September 30, 2025).

Fulton Bank mortgage $ 2,476,000 .

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

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

is secured by the underlying asset.

SOFR plus 2.62 % ( 6.30 % on

March 31, 2026 and 6.86 % on September 30, 2025).

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

requires monthly principal and interest payments through August 1, 2043 with a final payment of remaining principal on September

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

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

SOFR plus 2.80 % per annum

( 6.48 % as of March 31, 2026 and 7.04 % as of September 30, 2025).

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

promissory note related to purchase of Heisey;

note related to purchase of Heisey;

requires 84 monthly principal and interest payments ;

The note is collateralized by the Heisey assets and guaranteed by the Parent;

The note is collateralized by the Heisey

assets and guaranteed by Cemtrex;

matures in 2030.

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

SOFR plus 2.80 % per annum

( 6.48 % as of March 31, 2026 and 7.04 % as of September 30, 2025).

Fulton Bank (AIS - TN) - $ 3,920,000 mortgage

requires monthly principal and interest payments through January 1, 2046 with a final payment of remaining principal on February

The loan is collateralized by 1905 Mines Rd.

and guaranteed by AIS and Cemtrex.

SOFR plus 2.75 % per annum

( 6.43 % as of March 31, 2026).

Fulton Bank (AIS - TN) - $ 600,000 .

note related to purchase of AIS - TN;

requires 60 monthly principal and interest payments ;

The note is collateralized by the AIS

- TN assets and guaranteed by AIS and Cemtrex;

matures in 2031.

Note payable - $ 9,205,000 .

Less original issue discount $ 1,200,000 and legal fees $ 5,000 ,net cash received $ 8,000,000 .

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

Less original issue

discount $ 1,200,000 and legal fees $ 5,000 ,net cash received $ 8,000,000 .

28,572 shares of common stock valued at $ 700,400 recognized

as additional original issue discount.

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

Note payable - $ 580,000 .

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

Less original issue

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

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

Note payable - $ 7,025,000 .

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

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 %

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

6 unchanged sentences

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

the six months ended March 31, 2026, 135,592 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred

of March 31, 2026, 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.

2 unchanged sentences

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

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.

the six months ended March 31, 2026, 29,943 shares of common stock were issued for the exercise 9,981 Series A Warrants, under the Alternative

Cashless Exercise option as adjusted for exercise price adjustments.

During the three months ended March 31, 2026, no Series A Warrants

were exercised.

the six months ended March 31, 2026, there 67,671 shares of common stock issued for rounding on the September 29, 2025, reverse stock

During the three months ended March 31, 2026, no rounding shares were issued.

the three and six months ended March 31, 2026, 8,030 , and 2,324,510 shares of common stock were issued for the exercise of 8,030 , and

2,324,510 Series B Warrants, respectively which generated $ 5,675,332 in proceeds.

the six months ended March 31, 2026, 3,000,296 shares of the Company’s common stock have been issued to satisfy $ 7,759,168 of notes

payable, $ 84,832 in accrued interest, and $ 11,798,283 of excess value of shares issued recorded as interest expense.

Such shares were

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

During the three months ended

March 31, 2026, no shares were issued to satisfy debt.

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

Weighted Average

Exercise Price

Weighted Average

Contractual Term (in years)

Outstanding at September 30, 2024

Warrants granted

Warrants exercised

( 29,070,304 )

Warrants forfeited

Warrants cancelled

Exercise price adjustments

( 18,971,637 )

following table summarizes information about shares issuable under warrants outstanding as of March 31, 2026.

SCHEDULE SHARES ISSUABLE UNDER WARRANTS OUTSTANDING

Shares Outstanding

Average Exercise Price

Average Remaining Contractual Term (in years)

Outstanding at September 30, 2025

5 unchanged sentences

Exercise price adjustments

Outstanding at December 31, 2025

Outstanding at March 31, 2026

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

7 unchanged sentences

following table illustrates the adjustment.

OF WARRANTS ADJUSTMENT

Warrants outstanding

Aggregate Value

SCHEDULE OF WARRANTS ADJUSTMENT

number of warrants outstanding

Series A Warrants

10 unchanged sentences

following table illustrates the adjustment.

Warrants outstanding

Aggregate Value

number of warrants outstanding

Series A Warrants

10 unchanged sentences

following table illustrates the adjustment.

Warrants outstanding

Aggregate Value

number of warrants outstanding

Series A Warrants

Series B Warrants

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 ,

the six months ended March 31, 2026, and 2025 the company recognized a loss on the fair value of the common shares issued for the exercised

warrants of $ 4,658,582 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 six months ended March 31, 2026, and 2025 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

25 unchanged sentences

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

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.

22 – SHARE-BASED COMPENSATION

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

the six months ended March 31, 2026, and 2025, the Company recognized $ 0 and $ 7,183 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.

As of March 31, 2026, there was no unrecognized share-based compensation expense.

the six months ended March 31, 2026, no options were granted, cancelled, or forfeited.

23 – COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

24 – INCOME TAXES

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

respectively.

the three and six months ended March 31, 2026, and 2025, the Company recorded an income tax expense of approximately $ 73,859 and $ 110,525 ,

340,185 , and 231,063 , respectively.

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

13 unchanged sentences

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.

Company’s effective tax rates for the three and six months ended March 31, 2026, and 2025, were ( 5.7 %) and 1.27 %, ( 1.79 %) and

( 1.17 %) respectively.

25 – SUBSEQUENT EVENTS

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.

April 7, 2026, the Company issued 864,588 shares of the Company’s common stock to satisfy $ 580,000 of notes payable,

$ 68,441 in accrued interest, and $ 466,878 of excess value of shares issued recorded as interest expense.

Such shares were issued pursuant

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

April 17, 2026, the Company issued 150,000

shares of the Company’s common stock were issued for the exercise of 150,000

Series B Warrants which generated $ 112,500

On May 8, 2026, the Company issued 29,157 shares of the Company’s common stock to satisfy $ 25,000 of accrued interest on notes payable, and $ 950 of excess value of shares issued recorded as interest expense.

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

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