What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 600 added, 602 removed, 894 unchanged (57% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30,

Current assets

Cash and cash equivalents

Cash and cash

Restricted cash

1 unchanged sentence

Trade receivables, net

Trade receivables, net - related party

Trade receivables, net

- related party

Inventory, net

Contract assets, net

Prepaid expenses and other current assets

expenses and other current assets

Total current assets

1 unchanged sentence

Right-of-use operating lease assets

Right-of-use finance lease assets

Right-of-use financing lease assets

Royalties receivable, net - related party

1 unchanged sentence

Intangible assets, net of amortization

Liabilities & Stockholders’ Equity

& Stockholders’ Equity

Current liabilities

2 unchanged sentences

Revolving line of credit

Current maturities of long-term liabilities

Operating lease liabilities - short-term

Finance lease liabilities - short-term

Current maturities of long-term

Operating lease liabilities

Financing lease liabilities

Deposits from customers

Accrued expenses

Accrued payable on inventory in transit

Accrued payable on inventory

Contract liabilities

Deferred revenue

Accrued income taxes

Total current liabilities

1 unchanged sentence

Long-term debt

Long-term operating lease liabilities

Long-term operating lease

Other long-term liabilities

Deferred revenue - long-term

Warrant liabilities

Total long-term liabilities

Total liabilities

long-term liabilities

Commitments and contingencies

Stockholders’ equity

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, $ 0.001 par value, 10,000,000

shares authorized, Series 1, 4,000,000 shares authorized, 2,983,141 shares issued and 2,919,041 shares outstanding as of June 30,

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 June 30, 2026 and September 30, 2025

Preferred stock, value

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

Common stock, $ 0.001 par value, 70,000,000

shares authorized, 1,259,716 shares issued and outstanding at June 30, 2026 and 23,413 shares issued and outstanding at September

Additional paid-in capital

2 unchanged sentences

( 99,397,741 )

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

Accumulated other comprehensive income

Total stockholders’ equity

Total liabilities and stockholders’ equity

Treasury stock, 64,100

shares of Series 1 Preferred Stock at June 30, 2026, and September 30, 2025

other comprehensive income

stockholders’ equity

liabilities and stockholders’ equity

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

1 unchanged sentence

Consolidated Statements of Operations

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

the three months ended

the nine months ended

Cost of revenues

1 unchanged sentence

General and administrative

Research and development

Total operating expenses

Operating (loss)/income

and development

operating expenses

(loss)/income

( 1,193,142 )

1 unchanged sentence

Other income/(expense)

Other income/(expense), net

Other income/(expense),

Bargain purchase gain

Interest expense

( 1,083,729 )

Changes in fair value of digital assets

( 13,769,807 )

Bargain purchase gain

Gain/(loss) on exercise of warrant liabilities

( 1,398,415 )

Changes in fair value of

digital assets

( 1,225,705 )

Changes in fair value of warrant liability

Unrealized loss on

marketable Securities

Gain on Sale of

marketable securities

Gain/(loss) on exercise

of warrant liabilities

( 4,651,745 )

Total other income/(expense), net

( 15,722,097 )

in fair value of warrant liability

( 2,199,991 )

Net income/(loss) before income taxes

( 3,615,437 )

( 8,928,275 )

Income tax expense

Income/(loss) from continuing operations

other income/(expense), net

( 3,295,351 )

( 3,934,931 )

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

Net income/(loss)

( 17,343,292 )

( 26,095,977 )

Less net income in noncontrolling interest

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

Net loss before

( 4,488,493 )

( 4,577,332 )

Income/(loss) per share - Basic

Continuing Operations

Discontinued Operations

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

For the six months ended

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

( 23,514,631 )

( 24,402,990 )

tax (benefit)/expense

Loss from continuing operations

( 4,369,492 )

( 4,591,367 )

( 23,735,815 )

( 24,648,088 )

Loss from discontinued

operations, net of tax

( 4,479,492 )

( 4,633,647 )

( 24,128,591 )

( 24,930,687 )

Less net loss in noncontrolling

Less preferred stock dividends

loss attributable to Cemtrex, Inc.

$ ( 4,479,492 )

$ ( 4,633,647 )

$ ( 24,175,509 )

$ ( 24,772,484 )

Loss per share attributable to Cemtrex, Inc.

stockholders - Basic and diluted

Loss per share attributable to Cemtrex, Inc.

stockholders - Basic and diluted

Weighted Average Number of Shares-Basic and diluted

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

Consolidated Statements of Comprehensive Loss

the three months ended

the nine months ended

Other comprehensive loss

Net income/(loss)

$ ( 4,479,492 )

$ ( 4,633,647 )

Foreign currency translation gain/(loss)

Comprehensive income/(loss)

$ ( 24,128,591 )

$ ( 24,930,687 )

Less net loss in noncontrolling interest

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

currency translation gain/(loss)

Comprehensive

( 4,464,062 )

( 4,400,561 )

( 24,144,897 )

( 25,252,522 )

net loss in noncontrolling interest

Comprehensive loss attributable

to Cemtrex, Inc.

$ ( 4,464,062 )

$ ( 4,400,561 )

$ ( 24,144,897 )

$ ( 25,072,370 )

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

1 unchanged sentence

Consolidated Statement of Stockholders’ Equity

Preferred Stock

Comprehensive

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

Preferred Stock

Treasury Stock,

Comprehensive

Stockholders’

Balance at September 30, 2025

September 30, 2025

$ 105,669,313

21 unchanged sentences

$ ( 148,291 )

Foreign currency translation gain

Dividends paid in Series 1 preferred shares

Exercise of Series B warrants

Shares issued to pay debt

Issuance of roundup shares

( 4,479,492 )

Balance at June 30,

$ 153,092,747

$ ( 123,526,332 )

$ ( 148,291 )

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

1 unchanged sentence

Consolidated Statement of Stockholders’ Equity (Continued)

Number of Shares

Series 1 Preferred Stock

Comprehensive

Stockholders’

Preferred Stock Series 1

Par Value $0.001

Preferred Stock Series C

Par Value $0.001

Treasury Stock, 64,100 shares of

Number of Shares

Series 1 Preferred Stock

Treasury Stock,

Comprehensive

Stockholders’

Balance at September 30, 2024

September 30, 2024

$ ( 71,355,386 )

19 unchanged sentences

$ ( 91,402,261 )

$ ( 148,291 )

Foreign currency translation gain

Share-based compensation

Dividends paid in Series 1 preferred shares

Cancelation of 3,778 shares of Series 1 Preferred Shares

Shares issued in offering

Shares issued in over allotment exercise

Series B Warrant exercises

( 4,633,647 )

Balance at June 30,

$ ( 96,035,908 )

$ ( 148,291 )

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

1 unchanged sentence

Consolidated Statements of Cash Flows

Cash Flows from Operating Activities

For the six months ended

Cash Flows from Operating Activities

Flows from Operating Activities

$ ( 24,128,591 )

$ ( 24,930,687 )

Adjustments to reconcile net loss to net cash used by operating activities

Adjustments to reconcile net loss to net cash

used by operating activities

Depreciation and amortization

(Gain)/loss on disposal of property and equipment

Loss on disposal of property

and equipment

Noncash lease expense

Interest on finance leases

Interest on finance

Loss on marketable securities

Credit loss (recovery)/expense

Loss on write-off of related party receivables

Contract modification - related party

Credit loss expense

Loss on write-off of related

party receivables

Contract modification -

related party

Share-based compensation

1 unchanged sentence

( 2,068,047 )

Write-off of demonstration equipment

Interest expense paid in equity shares

Accrued interest on notes payable

Write-off of demonstration

Interest expense paid in

equity shares

Accrued interest on notes

Non-cash royalty income

Amortization of original issue discounts on notes payable

Amortization of original

issue discounts on notes payable

Loan origination costs

1 unchanged sentence

Non-cash transaction fees

Unrealized loss on digital assets

Loss on exercise of warrant liabilities

Changes in fair value of warrant liability

( 2,285,811 )

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

Unrealized loss on digital

Loss on exercise of warrant

Changes in fair value of

warrant liability

Changes in operating assets and liabilities

net of effects from acquisition of subsidiaries:

Trade receivables

( 1,534,474 )

Trade receivables - related party

Trade receivables - related

( 1,152,509 )

Contract assets

Prepaid expenses and other current assets

Prepaid expenses and other

current assets

Accounts payable

6 unchanged sentences

Income taxes payable

Other liabilities

Net cash (used in)/provided by operating activities

cash (used in)/provided by operating activities

( 4,900,015 )

Cash Flows from Investing Activities

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

and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

Flows from Investing Activities

Purchase of property and equipment

4 unchanged sentences

( 9,732,488 )

Proceeds from sale of marketable securities

Acquisitions, net of cash acquired

3 unchanged sentences

Investment in MasterpieceVR

Net cash used by investing activities

Net cash used by investing

( 13,278,551 )

( 1,482,232 )

Cash Flows from Financing Activities

Flows from Financing Activities

Proceeds on revolving line of credit

3 unchanged sentences

Payments on debt

Finance lease liabilities

Financing lease liabilities

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

Net cash provided by financing activities

cash provided by financing activities

Effect of currency translation

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

Balance Sheet Accounts Included in Cash, Cash

Equivalents, and Restricted Cash

March 31, 2026

March 31, 2025

Cash and cash equivalents

Net increase in cash, cash equivalents, and

restricted cash

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)

Supplemental Disclosure of Cash Flow Information:

For the six months ended

Supplemental Disclosure of Cash Flow Information:

Cash paid during the period for interest

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

Supplemental Schedule of Non-Cash Investing and Financing Activities

Shares issued to pay notes payable

Cash, cash equivalents,

and restricted cash at beginning of period

cash equivalents, and restricted cash at end of period

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

Cash and cash

cash, cash equivalents, and restricted cash

Disclosure of Cash Flow Information:

For the nine months ended

Disclosure of Cash Flow Information:

during the period for interest

Cash paid during the

period for income taxes, net of refunds

Schedule of Non-Cash Investing and Financing Activities

Shares issued to pay

notes payable

Noncash dividends

Financing of Building Purchase

Financing of Building

Financing of Acquisitions

Noncash recognition of new leases

Noncash recognition

of new leases

Series A Warrant Exercises

25 unchanged sentences

packaging, printing, chemical, and other manufacturing markets.

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.

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.

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

4 unchanged sentences

Stock Reverse Stock Split

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.

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

September 29, 2025, and June 5, 2026, the Company completed 15:1 , and 10:1 respectively, reverse stock split on its common stock.

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

Company accounts for business combinations 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 issued.

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities assumed are measured at their

acquisition-date fair values.

Identifiable assets acquired and liabilities assumed are measured at their acquisition-date

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

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.

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

2 unchanged sentences

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:

acquisition of Invocon was accounted for as a business combination under ASC 805 using the acquisition method of accounting.

acquired and liabilities assumed, 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.

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 of earnings.

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, preliminary, and as adjusted as of June 30, 2026, 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

cash acquired

consideration transferred

Purchase Price Allocation:

9 unchanged sentences

Lease liabilities

Total consideration transferred

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.

for the three and nine months ended June 30, 2026, include $ 188,425 , and $ 347,028 , respectively, of interest expense from the Company’s

$ 7,025,000 note payable used to fund the transaction, income tax benefit of $ 2,663 , and $ 148,251 of amortization on recognized intangible

Proforma adjustments for the three and nine months ended June 30, 2025, includes $ 25,000 of legal fees related to the acquisition,

$ 344,631 and $ 989,462 , respectively, of interest expense from the Company’s $ 7,025,000 note payable used to fund the transaction,

$ 148,251 , and $ 444,753 , respectively, and amortization on recognized intangible assets and income tax benefit of $ 1,218 , and $ 166,932 ,

respectively.

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

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

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Net income/(loss)

For the three months ended

For the nine months

$ ( 4,291,067 )

$ ( 5,287,674 )

$ ( 25,023,256 )

$ ( 26,621,412 )

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

2 unchanged sentences

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

4 unchanged sentences

This mortgage has carries interest of SOFR plus 2.75 % and matures on February 1, 2046 .

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

acquisition of Richland was accounted for as a business combination under ASC 805 using the acquisition method of accounting.

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 AIS - TN

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.

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

Note payable to finance

cash acquired

consideration transferred

Purchase Price Allocation:

10 unchanged sentences

Long-term debt

Bargain purchase gain

purchase gain

( 2,068,047 )

Total consideration transferred

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

for the three and nine months ended June 30, 2026, includes $( 15,677 ), and $( 4,940 ), respectively, of interest expense from the Company’s

600,000 note payable used to fund the transaction, and income tax benefit of $ 129,258 for the nine months ended June 30, 2026.

adjustments for the three and nine months ended June 30, 2025, includes $ 9,597 , and $ 28,250 , respectively, of interest expense from the

Company’s 600,000 note payable used to fund the transaction, and income tax benefit of $ 39,702 for the three months ended June

30, 2025, and $ 9,197 for the nine months ended June 30, 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 months ended

For the nine months ended

$ ( 4,479,492 )

$ ( 5,191,722 )

$ ( 25,961,185 )

$ ( 26,387,637 )

Concern Considerations

17 unchanged sentences

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.

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 $ 24,175,509 for the nine months ended June

30, 2026, and has debt obligations over the next fiscal year of $ 10,448,709 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 $ 9,301,740 in cash and cash equivalents and restricted cash as

of June 30, 2026.

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

30, 2026, has available capacity of approximately $ 622,000 , (ii) continually reevaluate our pricing model on the Company’s Vicon

brand to improve margins on those products, (iii) raised $ 5,787,831 through the exercise of our Series B warrants during the nine months

ended June 30, 2026 (iv) raised $ 10,000,000 in gross proceeds in equity offering during the nine months ended June 30, 2026.

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

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

principles in the Unites States (“U.S.

principles in the United States (“U.S.

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

45 unchanged sentences

periods, additional information about certain expenses in the financial statements.

ASU 2024-03 is effective for annual periods beginning

after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted and is effective

on either a prospective basis or retrospective basis.

The Company is currently assessing the potential impacts of adoption on the unaudited

condensed consolidated financial statements.

November 2024, the FASB issued ASU 2024-04, “Debt with Conversion and Other Options (Subtopic 470-20), which clarifies the requirements

for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

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

ASU 2024-03 is effective for annual periods

beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted and is

effective on either a prospective basis or retrospective basis.

The Company is currently assessing the potential impacts of adoption

on the unaudited condensed consolidated financial statements.

November 2024, the FASB issued ASU 2024-04, “Debt with Conversion and Other Options (Subtopic 470-20), which clarifies the

requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

2024-04 is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting

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

Adoption can be on a prospective or

retrospective basis.

Adoption can be on a prospective

or retrospective basis.

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

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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 .

to the issuance of our financial statements for the quarter ended June 30, 2025, 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 reduced the number of authorized common shares from 75,000,000

Additionally, in accordance with ASC 260-10-45-13, The Company did not disclose on the face of it’s income

statement the preferred stock dividends, the Company did however, disclose the dividends in a note to the financial statements.

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

1 unchanged sentence

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

the three months ended June 30, 2025

previously reported

Less net income/(loss)

in noncontrolling interest

income/(loss) attributable to Cemtrex, Inc.

$ ( 4,543,335 )

$ ( 4,633,647 )

As previously reported

Less net income/(loss) in noncontrolling interest

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

the nine months ended June 30, 2025

previously reported

Less net income/(loss)

in noncontrolling interest

Less preferred stock dividends

income/(loss) attributable to Cemtrex, Inc.

$ ( 24,914,760 )

1 unchanged sentence

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

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

the three and nine months ended June 30, 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

the three months ended

the nine months ended

Point-in-time

Revenue performance obligation percentage

4 – INCOME/(LOSS) PER COMMON SHARE

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

2 unchanged sentences

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

For the three and six months ended March 31,

For the three and nine months ended June 30,

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

the three months ended

the nine months ended

Anti-dilutive shares

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

the three and nine months ended June 30, 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

For the six months ended

Net income/(loss)

For the three months

For the nine months ended

$ ( 4,479,492 )

$ ( 4,633,647 )

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

$ ( 24,128,591 )

$ ( 24,930,687 )

Less loss from discontinued operations, net

Less net loss in noncontrolling interest

Preferred stock dividends

Net income/(loss) applicable to common shareholders

Loss from continuing operations attributable to Cemtrex, Inc.

$ ( 4,369,492 )

$ ( 4,591,367 )

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

$ ( 23,782,733 )

$ ( 24,489,885 )

Weighted Average Number of Shares-Basic and diluted

Loss per share - Basic and diluted

- Continuing Operations

Loss per share – Basic and 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

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Aerospace and Defense

Three months ended March 31, 2026

Reportable Segments

Industrial Services

Aerospace and Defense

months ended June 30, 2026

External revenues

3 unchanged sentences

Depreciation and amortization

Research and development

and development

Operating (loss)/income

3 unchanged sentences

$ ( 1,193,142 )

Other income/(expense), net

Industrial Services

Aerospace and Defense

Three months ended March 31, 2025

Reportable Segments

Other expense, net

$ ( 3,068,169 )

$ ( 3,295,351 )

Industrial Services

Aerospace and Defense

months ended June 30, 2025

External revenues

3 unchanged sentences

Depreciation and amortization

Research and development

Operating income/(loss)

and development

Operating (loss)/income

$ ( 722,597 )

Other (expense)/income, net

$ ( 739,632 )

Industrial Services

Aerospace and Defense

Six months ended March 31, 2026

Reportable Segments

$ ( 642,401 )

Other expense, net

$ ( 359,260 )

( 2,363,574 )

$ ( 1,212,097 )

$ ( 3,934,931 )

Industrial Services

Aerospace and Defense

months ended June 30, 2026

External revenues

3 unchanged sentences

Depreciation and amortization

Research and development

and development

Operating (loss)/income

2 unchanged sentences

$ ( 6,171,339 )

$ ( 4,978,197 )

Other (expense)/income, net

4 unchanged sentences

Aerospace and Defense

Six months ended March 31, 2025

Reportable Segments

Industrial Services

Aerospace and Defense

months ended June 30, 2025

External revenues

3 unchanged sentences

Depreciation and amortization

Research and development

Operating income/(loss)

and development

income/(loss)

$ ( 2,550,158 )

Other (expense)/income, net

Other expense, net

$ ( 1,245,908 )

2 unchanged sentences

$ ( 26,095,977 )

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

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

SCHEDULE OF IDENTIFIABLE ASSETS BY SEGMENT

March 31, 2026

September 30, 2025

Identifiable Assets

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

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

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

SCHEDULE OF RESTRICTED CASH

March 31, 2026

September 30,

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

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

has the ability to access at the measurement date.

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

investments, and investment funds.

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

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

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

the ability to access at the measurement date.

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

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

with sufficient volume and frequency of transactions.

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

either directly or indirectly.

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

the full term of the asset or liability.

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

asset or liability at the measurement date.

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

substantially the full term of the asset or liability.

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

or liability at the measurement date.

Level 3 assets and liabilities include cost method investments.

3 unchanged sentences

to continue as a going concern.

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

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

SCHEDULE OF FAIR VALUE OF LIABILITIES

of June 30, 2026

Quoted Prices

Identical Assets

Digital assets - SOL

Active Markets

Digital assets

Marketable Securities

Warrant liabilities

of September 30, 2025

Quoted Prices

Identical Assets

September 30,

Digital assets - SOL

Active Markets

Digital assets

Warrant liabilities

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staking process serves two key purposes:

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.

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

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 March 31, 2026, and September 30, 2025, are as follows.

Company’s digital assets as of June 30, 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 March 31, 2026.

following table is a summary of our digital assets as of June 30, 2026.

SUMMARY OF DIGITAL ASSETS

Fair Value, September 30, 2025

September 30, 2025

Cash purchase

1 unchanged sentence

Non-cash transaction fees

Unrealized loss

( 1,225,705 )

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.

Fair Value, June 30,

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.

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

June 30, 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

Expected term

3 unchanged sentences

Exercise price

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

following table summarizes information on warrant liabilities as of June 30, 2026.

SCHEDULE OF WARRANT LIABILITIES ACTIVITY

Series A Warrants

Series B Warrants

Warrant liabilities at September

5 unchanged sentences

Fair market revaluation

( 1,746,394 )

( 2,285,811 )

Warrant Liabilities at March 31, 2026

Warrant liabilities at June 30, 2026

Warrant Liabilities, Ending balance

2 unchanged sentences

SCHEDULE OF TRADE RECEIVABLES, NET

March 31, 2026

September 30,

7 unchanged sentences

SUMMARY OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

March 31, 2026

September 30, 2025

Prepaid expenses

3 unchanged sentences

Prepaid income taxes

Prepaid expenses and other current assets total

expenses and other current assets total

10 – INVENTORY, NET

1 unchanged sentence

SCHEDULE OF INVENTORY, NET

March 31, 2026

September 30,

2 unchanged sentences

Finished goods

Inventory, net

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

Company maintained an allowance for obsolete inventories of $ 1,019,356 and $ 1,034,798 at June 30, 2026, and September 30, 2025, respectively.

11 – PROPERTY AND EQUIPMENT

1 unchanged sentence

SUMMARY OF PROPERTY AND EQUIPMENT

March 31, 2026

September 30,

7 unchanged sentences

( 13,015,089 )

Property and equipment, net

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.

Property and equipment,

expense for the three-months ended June 30, 2026, and 2025, was $ 518,980 and $ 312,905 , respectively, depreciation expense for the nine

months ended June 30, 2026, and 2025, was $ 1,396,106 and $ 960,930 , 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

1 unchanged sentence

SCHEDULE OF GOODWILL BY SEGMENT

Industrial Services

Aerospace and Defense

Balance at September 30, 2025

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.

Balance at June 30,

of June 30, 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.

The company trade name will

be amortized over a 10

ten-year period and the internal developed technologies will be amortized over a 5 five-year period.

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

Balance at March 31, 2026

Balance at June 30,

13 – OTHER ASSETS

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

$ 100,000 in investments, and on October 17, 2024, and November 18, 2024, made additional $ 50,000 in investments on each respective date,

via a simple agreement for future equity (“SAFE”) in MasterpieceVR.

The SAFE provides that the Company will automatically

receive shares of the entity based on the conversion rate of future equity rounds up to a valuation cap, as defined.

MasterpieceVR is

a software company that is developing software for content creation using virtual reality.

The investment is included in other assets

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

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

various dates between November 2020, and November 2024, the Company invested $ 1,300,000 , via a simple agreement for future equity (“SAFE”)

in MasterpieceVR.

The SAFE provides that the Company will automatically receive shares of the entity based on the conversion rate of

future equity rounds up to a valuation cap, as defined.

MasterpieceVR is a software company that is developing software for content creation

using virtual reality.

The investment is included in other assets in the accompanying unaudited condensed consolidated balance sheet

and the Company accounts for this investment and records it at cost.

No impairment has been recorded for the nine months ended June 30,

2026, and 2025.

assets consisted of the following:

SCHEDULE OF OTHER ASSETS

March 31, 2026

September 30, 2025

Rental deposits

1 unchanged sentence

Other deposits

Demonstration equipment supplied to resellers

Other assets total

Demonstration equipment

supplied to resellers

14 – ACCRUED EXPENSES

1 unchanged sentence

SCHEDULE OF ACCRUED EXPENSES

March 31, 2026

September 30, 2025

Accrued expenses

1 unchanged sentence

Accrued warranty

Accrued expenses total

expenses total

15 – DEFERRED REVENUE

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

Company’s deferred revenue for the three and nine months ended June 30, 2026, and 2025, were as follows:

SCHEDULE OF DEFERRED REVENUE

For the three months ended

For the six months ended

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Deferred revenue at beginning of period

the three months ended

the nine months ended

Deferred revenue at beginning of

Net additions:

1 unchanged sentence

Recognized as revenue:

Deferred software revenues

software revenues

( 1,552,496 )

( 1,607,131 )

Deferred revenue at end of period

Deferred revenue at end

current portion

Long-term deferred revenue at end of period

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.

Long-term deferred revenue

at end of period

the three months ended June 30, 2026, and 2025, the Company recognized revenue of $ 432,636 , and $ 453,205 , respectively.

months ended June 30, 2026, and 2025, the Company recognized revenue of $ 1,216,413 , and $ 1,167,080 , respectively, that was previously

included in the beginning balance of deferred revenues.

16 – CONTRACT ASSETS AND LIABILITIES

19 unchanged sentences

( 15,045,345 )

Net earnings in excess

of billings/(billing in excess of costs)

billings in excess of costs

$ ( 861,301 )

$ ( 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

the three and nine months ended June 30, 2026, the Company recognized revenue of $ 76,842

and $ 1,479,190 ,

and for the three and nine months ended June 30, 2025, the Company recognized revenue of $ 0

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

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

30, 2026, and 2025.

SUMMARY OF CONTRACT ASSETS AND CONTACT LIABILITIES

For the three months

For the six months

the three months ended

the nine months ended

and Estimated Earnings in Excess of Billings on Uncompleted Contracts

3 unchanged sentences

contract price or cost estimates

Contract assets acquired

in acquisition

Contract asset, net, ending

assets acquired in acquisition

asset, net, ending balance

in Excess of Costs and Estimated Earnings on Uncompleted Contracts

6 unchanged sentences

contract price or cost estimates

Contract liabilities acquired

in acquisition

Contract liability, ending

( 1,455,386 )

liabilities acquired in acquisition

liability, ending balance

$ ( 2,520,458 )

1 unchanged sentence

$ ( 2,520,458 )

$ ( 2,709,590 )

Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts

3 unchanged sentences

$ ( 767,805 )

$ ( 674,891 )

$ ( 268,997 )

Changes in revenue billed,

1 unchanged sentence

( 1,343,634 )

Net billings in excess

of costs acquired in acquisition

Net (earnings in excess

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

( 1,842,442 )

billings in excess of costs acquired in acquisition

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

$ ( 861,301 )

1 unchanged sentence

$ ( 861,301 )

$ ( 2,111,439 )

17 – RELATED PARTY TRANSACTIONS

17 unchanged sentences

from the financial statements as of December 31, 2024.

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

of June 30, 2026, there was $ 436,453 in trade receivables due from the Cemtrex XR successor company, CXR, Inc.

Of these receivables $ 172,450

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.

The remaining $ 264,003 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.

During the year ended September 30,

2025, the Company recorded $ 110,000 in current expected credit losses on receivables due from CXR Inc.

of June 30, 2026, there were royalties receivable from the sale of Cemtrex, XR, Inc.

of $ 448,221 , 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 $ 275,771 allowance for expected credit losses against these royalties.

18 – EXPECTED CREDIT LOSSES

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

following table summarized the Company’s activity for expected credit losses for the nine months ended June 30, 2026.

SCHEDULE OF CURRENT EXPECTED CREDIT LOSSES

receivables, net

receivable, net - related party

- related party

As of September 30, 2025

Expected credit losses, beginning balance

As of March 31, 2026

As of June 30, 2026

Expected credit losses, ending balance

3 unchanged sentences

The weighted average remaining term of our operating leases was

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

approximately 3.06 years at June 30, 2026, and 2.91 years at June 30, 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.

liabilities was approximately 5.99 % at June 30, 2026, and 6.56 % at June 30, 2025.

The Company used the rate implicit in the lease,

2 unchanged sentences

The remaining

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

term of this lease is 0.33 years with a discount rate of 1.76 % as of June 30, 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 $ 2,140 per month.

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:

Short-term rent expense was $ 19,260 for the nine months ended June 30, 2026, and $ 27,870 for the nine months ended

June 30, 2025.

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

balance sheet at June 30, 2026, is set forth below:

SCHEDULE OF RECONCILIATION OF UNDISCOUNTED CASH FLOWS TO OPERATING LEASE LIABILITIES

September 30,

Finance Leases

Remainder of 2026

ending September 30,

and thereafter

Undiscounted lease payments

Amount representing interest

Discounted lease payments

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:

lease payments

representing interest

lease payments

short-term lease liabilities

lease liabilities

costs for the three and nine months ended June 30, 2026, and 2025 are set forth below:

SCHEDULE OF LEASE COSTS

For the three months ended

For the six months ended

the three months ended

For the nine months ended

Operating lease costs:

12 unchanged sentences

Operating leases

Finance lease

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

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 periods.

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

The Company’s

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

As of March 31, 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.

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

As of June 30, 2026,

the Company had enough eligible assets to access approximately $ 3,015,000 of the credit line.

The Company was in compliance with all

loan covenants as of June 30, 2026.

As of June 30, 2026, and September 30, 2025, this loan had a balance of $ 2,392,830 , 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 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 .

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 $ 1,050,000 which is being amortized over the remaining

life of the loan, as of June 30, 2026, there is $ 656,250 of unamortized interest.

As of June 30, 2026, this note had a balance of $ 7,996,765 .

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 .

June 30, 2026, the note had a balance of $ 564,902 .

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 1, 2046 .

As of June 30, 2026, this loan had a balance of $ 3,888,800 .

following table outlines the Company’s secured liabilities:

3 unchanged sentences

SOFR plus 2.37%

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

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

Fulton Bank - $ 312,000 fund equipment

1 unchanged sentence

SOFR plus 2.37 %

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

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

Fulton Bank mortgage $ 2,476,000 .

1 unchanged sentence

SOFR plus 2.62 % ( 6.30 % on

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

June 30, 2026 and 6.86 % on September 30, 2025).

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

2 unchanged sentences

SOFR plus 2.80 % per annum

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

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

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

5 unchanged sentences

SOFR plus 2.80 % per annum

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

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

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

3 unchanged sentences

SOFR plus 2.75 % per annum

( 6.43 % as of March 31, 2026).

( 6.43 % as of June 30, 2026).

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

18 unchanged sentences

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 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

the nine months ended June 30, 2026, 277,814 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred

of June 30, 2026, and September 30, 2025, there were 2,983,141 and 2,705,327 shares of Series 1 Preferred Stock issued and 2,919,041

and 2,641,227 shares of Series 1 Preferred Stock outstanding, respectively.

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 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

September 29, 2025, and June 5, 2026, the Company completed a 15:1 and 10:1 , respectively, reverse stock split on its common stock.

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

the nine months ended June 30, 2026, 2,995 shares of common stock were issued for the exercise 2,995 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

During the three months ended June 30, 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

the nine months ended June 30, 2026, 61,508 shares of common stock issued for rounding on the September 29, 2025, and the June 5, 2026,

reverse stock splits.

During the three months ended June 30, 2026, 54,740 shares of common stock issued for rounding on the June 5, 2026

reverse split.

the three and nine months ended June 30, 2026, 15,000 , and 247,457 shares of common stock were issued for the exercise of 150,000 , and

2,474,510 Series B Warrants, respectively which generated $ 5,787,831 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

the nine months ended June 30, 2026, 482,188 shares of the Company’s common stock have been issued to satisfy $ 8,430,895 of notes

payable, $ 511,546 in accrued interest, and $ 12,269,120 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.

During the three

months ended June 30, 2026, 182,142 shares of the Company’s common stock have been issued to satisfy $ 668,889 of notes payable,

$ 429,552 in accrued interest, and $ 470,387 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.

A and Series B Warrants

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

following table summarizes information about shares issuable under warrants outstanding as of June 30, 2026.

SCHEDULE SHARES ISSUABLE UNDER WARRANTS OUTSTANDING

Shares Outstanding

Average Exercise Price

Average Remaining Contractual Term (in years)

Remaining Contractual Term

Outstanding at September 30, 2025

5 unchanged sentences

Exercise price adjustments

Outstanding at March 31, 2026

Outstanding at June 30, 2026

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

2 unchanged sentences

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

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

in the event of an 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 public offering effective

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

2 unchanged sentences

SCHEDULE OF WARRANTS ADJUSTMENT

number of warrants outstanding

Series A Warrants

5 unchanged sentences

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

VWAP during the period commencing five (5) consecutive trading days commencing on the public offering effective date and the number

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

2 unchanged sentences

following table illustrates the adjustment.

number of warrants outstanding

Series A Warrants

5 unchanged sentences

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

VWAP during the period commencing five (5) consecutive trading days commencing on the public offering effective date and the number

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

2 unchanged sentences

following table illustrates the adjustment.

number of warrants outstanding

Series A Warrants

Series B Warrants

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

April 7, 2026, the Company issued shares of common stock to relieve debt.

At the time, the Company had 78,489 Series A Warrants and 987,987

Series B Warrants outstanding at an exercise price of $ 2.25 .

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

of an 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 public offering effective date and the

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

On April 13, 2026,

it was determined that the exercise price has reset to $ 0.75 .

following table illustrates the adjustment.

Series A Warrants

Series B Warrants

June 5, 2026, the Company effected a 10:1 reverse stock split.

At the time, the Company had 314,911 Series A Warrants and 3,030,914 Series

B Warrants outstanding at an exercise price of $ 0.75 .

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 June 11, 2026, it was determined that the exercise price has reset to $ 4.3051 .

following table illustrates the adjustment

Series A Warrants

Series B Warrants

June 25, 2026, the Company issued shares of common stock to relieve debt.

At the time, the Company had 314,911 Series A Warrants and

3,030,914 Series B Warrants outstanding at an exercise price of $ 4.3051 .

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

in the event of an 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 public offering effective

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

1, 2026, it was determined that the exercise price has reset to $ 2.936 .

Series A Warrants

Series B Warrants

For the three months ended June 30, 2026, and 2025, the company recognized a gain on the fair value of common shares issued

for the exercised warrants of $ 6,837 , and $ 74,008 , respectively.

the nine months ended June 30, 2026, and 2025, the company recognized a loss on the fair value of the common shares issued for the exercised

warrants of $ 4,651,745 and $ 15,722,097 , 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.

the three months ended June 30, 2026, and 2025 the company recognized a loss on changes in fair value of warrant liability of

$ 2,199,991 , and $ 3,615,437 , respectively.

For the nine months ended June 30, 2026, and 2025 the company recognized a gain on changes

in fair value of warrant liability of $ 85,820 ,

and a loss of $ 8,928,275 ,

respectively.

This represents the change in the fair value of the warrants unexercised at the measurement period.

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

9 unchanged sentences

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 .

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.

The Company issued 33,000 shares

of common stock and prefunded warrants to purchase 47,000 shares of common stock.

The Prefunded warrants were immediately exercised,

and the Company issued 80,000 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

14 unchanged sentences

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.

issued 40,000 shares of common stock and prefunded warrants to purchase 106,951 shares of common stock;

all the prefunded warrants were

immediately exercised, and the Company issued 146,951 shares of common stock in the aggregate.

22 – SHARE-BASED COMPENSATION

the six months ended March 31, 2026, and 2025, the Company recognized $ 0 and $ 7,183 of share-based compensation expense on its outstanding

the nine months ended June 30, 2026, and 2025, the Company recognized $ 0 and $ 10,280 of share-based compensation expense on its outstanding

options, respectively.

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.

As of June 30, 2026, there was no unrecognized share-based compensation expense.

the nine months ended June 30, 2026, no options were granted, cancelled, or forfeited.

23 – COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

24 – INCOME TAXES

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 ,

the three and nine months ended June 30, 2026, the Company recorded an income tax benefit of approximately $ 119,001 and an income tax

expense of $ 221,184 , respectively.

For the three and nine months ended June 30, 2025, the Company recorded an income tax expense of 14,035 ,

and 282,599 , respectively.

14 unchanged sentences

2025 are subject to review by tax authorities.

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

Company’s effective tax rates for the three and nine months ended June 30, 2026, and 2025, were 2.65 % and ( 0.31 )%, ( 0.94 )% and

( 1.0 )% respectively.

25 – SUBSEQUENT EVENTS

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.

of Acquisition

July 1, 2026, the Company, through its wholly owned subsidiary AIS, completed the acquisition of substantially all of the assets of Plant

Engineering Services, Inc, an Indiana corporation (“PES”) pursuant to an Asset Purchase Agreement dated July 1, 2026 (the

“Asset Purchase Agreement”) by and among AIS Engineering, Inc., a newly formed wholly owned subsidiary of AIS (“Buyer”),

PES, and Mark Bohler, an individual residing in state of Indiana (“the “Owner” and collectively with the PES, the “Seller

a result of the transaction, PES’s business operations have been integrated into the Company’s Industrial Services Segment,

and Buyer has become the owner of the acquired assets

purchase price for the business assets was $ 3,500,000 , in cash, subject to a customary working capital adjustment, plus the assumption

of certain liabilities.

Additionally, the Seller Parties are eligible to receive up to approximately $ 1,750,000 in contingent earnout

consideration over a three-year period based on the achievement of specified gross profit targets.

of common shares to satisfy notes payable

July 2, 2026, 461,425 shares of the Company’s common stock have been issued to satisfy $ 1,277,791 of notes payable, $ 14,209 in

accrued interest, and $ 78,432 of excess value of shares issued recorded as interest expense.

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