Cemtrex Inc 10-Q for FY2026 Q1
Cemtrex Inc (CETX)
About this 10-Q
Cemtrex Inc filed this 10-Q on February 17, 2026, covering the quarter ended December 31, 2025 (FY2026 Q1).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $16.13M
- up 17.4% from $13.74M a year earlier
- Net loss
- $20.56M
- compared with a net loss of $28.75M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from ___________to ____________
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller
reporting company | ||
| Emerging
growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
As of February 13, 2026, the issuer had shares of common stock issued and outstanding.
CEMTREX, INC. AND SUBSIDIARIES
INDEX
| 2 |
Part I. Financial Information
Item 1. Financial Statements
Cemtrex, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
| (Unaudited) | ||||||||
| December 31, | September 30, | |||||||
| 2025 | 2025 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Trade receivables, net | ||||||||
| Trade receivables, net - related party | ||||||||
| Inventory, net | ||||||||
| Contract assets, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use operating lease assets | ||||||||
| Royalties receivable, net - related party | ||||||||
| Digital assets | ||||||||
| Goodwill | ||||||||
| Other | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities & Stockholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Sales tax payable | ||||||||
| Revolving line of credit | ||||||||
| Current maturities of long-term liabilities | ||||||||
| Operating lease liabilities - short-term | ||||||||
| Deposits from customers | ||||||||
| Accrued expenses | ||||||||
| Accrued payable on inventory in transit | ||||||||
| Contract liabilities | ||||||||
| Deferred revenue | ||||||||
| Accrued income taxes | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities | ||||||||
| Long-term debt | ||||||||
| Long-term operating lease liabilities | ||||||||
| Other long-term liabilities | ||||||||
| Deferred revenue - long-term | ||||||||
| Warrant liabilities | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity | ||||||||
| Preferred stock , $
par value,
shares authorized, Series 1
shares authorized,
shares issued and
shares outstanding as of December 31, 2025 and
shares issued and
shares outstanding as of September 30, 2025 (liquidation value of $ | ||||||||
| Preferred stock, value | ||||||||
| Series C, shares authorized, shares issued and outstanding at December 31, 2025 and September 30, 2025 | ||||||||
| Common stock, $ par value, shares authorized, shares issued and outstanding at December 31, 2025 and shares issued and outstanding at September 30, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Treasury stock, shares of Series 1 Preferred Stock at December 31, 2025, and September 30, 2025 | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
Cemtrex, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
| December 31, 2025 | December 31, 2024 | |||||||
| For the three months ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income/(expense) | ||||||||
| Other income/(expense), net | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Changes in fair value of digital assets | ( | ) | ||||||
| Loss on exercise of warrant liabilities | ( | ) | ( | ) | ||||
| Changes in fair value of warrant liability | ( | ) | ( | ) | ||||
| Total other income/(expense), net | ( | ) | ( | ) | ||||
| Net loss before income taxes | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Income/(loss) from discontinued operations, net of tax | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Less net loss in noncontrolling interest | ( | ) | ||||||
| Net loss attributable to Cemtrex, Inc. stockholders | $ | ( | ) | $ | ( | ) | ||
| Income/(loss) per share - Basic & Diluted | ||||||||
| Continuing Operations | $ | ) | $ | ) | ||||
| Discontinued Operations | $ | $ | ) | |||||
| Weighted Average Number of Shares-Basic & Diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
Cemtrex, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
| December 31, 2025 | December 31, 2024 | |||||||
| For the three months ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Other comprehensive loss | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Foreign currency translation loss | ( | ) | ( | ) | ||||
| Comprehensive loss | ( | ) | ( | ) | ||||
| Less net loss in noncontrolling interest | ( | ) | ||||||
| Comprehensive loss attributable to Cemtrex, Inc. stockholders | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
Cemtrex, Inc. and Subsidiaries
Condensed Consolidated Statement of Stockholders’ Equity
(Unaudited)
| Number of Shares | Amount | Number of Shares | Amount | Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Preferred Stock | Comprehensive Income | Stockholders’Equity | ||||||||||||||||||||||||||||||||||
| Preferred Stock Series 1 Par Value $0.001 | Preferred Stock Series C Par Value $0.001 | Common Stock Par Value $0.001 | Additional | Treasury Stock, 64,100 shares of Series 1 | Accumulated other | Cemtrex | ||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Preferred Stock | Comprehensive Income | Stockholders’Equity | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | | $ | | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||
| Foreign currency translation loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Dividends paid in Series 1 preferred shares | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued to pay debt | ||||||||||||||||||||||||||||||||||||||||||||
| Exercise of Series A warrants | ||||||||||||||||||||||||||||||||||||||||||||
| Exercise of Series B warrants | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued in offering | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of roundup shares | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||
| 6 |
Cemtrex, Inc. and Subsidiaries
Condensed Consolidated Statement of Stockholders’ Equity (Continued)
(Unaudited)
| Number of Shares | Amount | Number of Shares | Amount | Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Preferred Stock | Comprehensive Income | Stockholders’ Equity | Non-controlling interest | |||||||||||||||||||||||||||||||||||||
| Preferred Stock Series 1 Par Value $0.001 | Preferred Stock Series C Par Value $0.001 | Common Stock Par Value $0.001 | Additional | Treasury Stock, 64,100 shares of Series 1 | Accumulated other | Cemtrex | ||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Preferred Stock | Comprehensive Income | Stockholders’ Equity | Non-controlling interest | |||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | | $ | | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Balance | $ | | $ | | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Foreign currency translation loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid in Series 1 preferred shares | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of Series A warrants | ||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of Series B warrants | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of roundup shares | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Loss attributable to noncontrolling interest | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
Cemtrex, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| 2025 | 2024 | |||||||
For the three months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities | ||||||||
| Depreciation and amortization | ||||||||
| (Gain)/loss on disposal of property and equipment | ( | ) | ||||||
| Noncash lease expense | ||||||||
| Credit loss recovery | ( | ) | ( | ) | ||||
| Contract modification - related party | ||||||||
| Share-based compensation | ||||||||
| Write-off of demonstration equipment | ||||||||
| Interest expense paid in equity shares | ||||||||
| Accrued interest on notes payable | ||||||||
| Non-cash royalty income | ( | ) | ( | ) | ||||
| Amortization of original issue discounts on notes payable | ||||||||
| Loan origination costs | ||||||||
| Receipt of SOL from staking | ( | ) | ||||||
| Non-cash transaction fees | ||||||||
| Unrealized loss on digital assets | ||||||||
| Loss on exercise of warrant liabilities | ||||||||
| Changes in fair value of warrant liability | ||||||||
| Changes in operating assets and liabilities net of effects from acquisition of subsidiaries: | ||||||||
| Trade receivables | ||||||||
| Trade receivables - related party | ||||||||
| Inventory | ( | ) | ( | ) | ||||
| Contract assets | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Other assets | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Sales tax payable | ( | ) | ( | ) | ||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Deposits from customers | ( | ) | ( | ) | ||||
| Accrued expenses | ( | ) | ||||||
| Contract liabilities | ( | ) | ||||||
| Deferred revenue | ( | ) | ( | ) | ||||
| Income taxes payable | ( | ) | ||||||
| Other liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Proceeds from sale of property and equipment | ||||||||
| Royalties on related party revenues | ||||||||
| Purchase of marketable securities | ( | ) | ||||||
| Investment in MasterpieceVR | ( | ) | ||||||
| Net cash used by investing activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds on revolving line of credit | ||||||||
| Payments on revolving line of credit | ( | ) | ( | ) | ||||
| Payments on debt | ( | ) | ( | ) | ||||
| Payments on Paycheck Protection Program Loans | ( | ) | ||||||
| Proceeds from notes payable | ||||||||
| Proceeds from warrant exercises | ||||||||
| Proceeds from offerings | ||||||||
| Expenses on offerings | ( | ) | ||||||
| Net 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 | $ | $ | ||||||
| 8 |
Cemtrex, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Continued)
(Unaudited)
| December 31, 2025 | December 31, 2024 | |||||||
| Balance Sheet Accounts Included in Cash, Cash Equivalents, and Restricted Cash | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | ||||||
For the three months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| 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 | $ | $ | ||||||
| Noncash dividends | $ | $ | ||||||
| Noncash recognition of new leases | $ | $ | ||||||
| Series A Warrant Exercises | $ | $ | ||||||
| Series B Warrant Exercises | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 9 |
Cemtrex, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – ORGANIZATION AND PLAN OF OPERATIONS
Cemtrex was incorporated in 1998 in the state of Delaware and has evolved through strategic acquisitions and internal growth into a leading multi-industry company. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Cemtrex” or “management” refer to Cemtrex, Inc. and its subsidiaries.
Security
Cemtrex’s Security segment operates under the brand of its subsidiary, Vicon Industries, Inc. (“Vicon”), which provides end-to-end security solutions to meet the toughest corporate, industrial, and governmental security challenges. Vicon’s products include browser-based video monitoring systems and analytics-based recognition systems, cameras, servers, and access control systems for every aspect of security and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools, and federal and state government offices. Vicon provides innovative, mission critical security and video surveillance solutions utilizing Artificial Intelligence (AI) based data algorithms.
Industrial Services
Cemtrex’s Industrial Services segment operates under the brand, Advanced Industrial Services (“AIS”), which offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers. AIS installs high precision equipment in a wide variety of industrial markets like automotive, printing & graphics, industrial automation, packaging, and chemicals, among others. AIS is a leading provider of reliability-driven maintenance and contracting solutions for machinery, packaging, printing, chemical, and other manufacturing markets. We help customers seeking to achieve greater asset utilization and reliability to cut costs and increase production from existing assets, including small projects, sustaining capital, turnarounds, maintenance, specialty welding services, and high-quality scaffolding.
Common Stock Reverse Stock Split
On
October 2, 2024, November 26, 2024, and September 29, 2025, the Company completed
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.
SCHEDULE OF ERROR CORRECTION REVERSE STOCK SPLIT
| As previously reported | For the three | As corrected | ||||||||||
| (Loss)/income per share - Basic & Diluted | ||||||||||||
| Continuing Operations | $ | ) | $ | ) | $ | ) | ||||||
| Discontinued Operations | $ | ) | $ | ) | $ | ) | ||||||
| Weighted Average Number of Shares-Basic & Diluted | ) | |||||||||||
This 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 Corrections | As corrected | ||||||||||
| (Loss)/income per share - Basic & Diluted | ||||||||||||
| Continuing Operations | $ | ) | $ | $ | ) | |||||||
| Discontinued Operations | $ | ) | $ | $ | ) | |||||||
| Weighted Average Number of Shares-Basic & Diluted | ||||||||||||
Acquisitions
On 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 $ 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.
On
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 $
| 10 |
Going Concern Considerations
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the ASC 205, management must evaluate whether there are conditions or events, considered in the aggregate, which raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued.
This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.
The
Company has incurred substantial losses of $
While
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 $
Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our working capital needs. The Company currently does not have adequate cash or available liquidity/available capacity on our lines of credit to meet our long-term needs and our above plans in the short term may prove to be inadequate to continue as a going concern. Thus, despite our cash on hand, our ability to draw on our credit line, or changes to our pricing models, and other safeguards, we may be unable to meet our obligations as they become due over the next twelve months beyond the issuance date. The unaudited condensed consolidated financial statements do not include any adjustments relating to this uncertainty.
NOTE 2 – INTERIM STATEMENT PRESENTATION
Basis of Presentation and Use of Estimates
The accompanying unaudited condensed consolidated financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025.
| 11 |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the Unites States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X pursuant to the requirements of the U.S. Securities and Exchange Commission (‘SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities in the condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenues, expenses and cash flows during the periods presented. Actual amounts and results could differ from those estimates. The estimates and assumptions the Company makes are based on historical factors, current circumstances and the experience and judgment of the Company’s management. The Company evaluates its estimates and assumptions on an ongoing basis.
Significant Accounting Policies
Note 2 of the Notes to Consolidated Financial Statements, included in the annual report on Form 10-K for the year ended September 30, 2025, includes a summary of the significant accounting policies used in the preparation of the unaudited condensed consolidated financial statements.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard on October 1, 2025. There has been no material effect on the unaudited condensed consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Effective
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within the Accounting Standards Codification (“ASC”). These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective. Early 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.
In November 2024, the FASB issued ASU 2024-03, “Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses”, that requires public companies to disclose, in interim and reporting periods, additional information about certain expenses in the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently assessing the potential impacts of adoption on the unaudited condensed consolidated financial statements.
In 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. ASU 2024-04 is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. Adoption can be on a prospective or retrospective basis. The Company is currently in the process of evaluating the impact of adoption on the unaudited condensed consolidated financial statements.
| 12 |
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326). This guidance contains amendments that provide decision-useful information to investors and other financial statement users while reducing the time and effort necessary to analyze and estimate credit losses for current accounts receivable and current contract assets. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of ASU 2025-05 on its unaudited condensed consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11 - Interim Reporting (“ASU 2025-11”) which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2025-11 may have on the Company’s unaudited consolidated financial statements.
The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements.
NOTE 3 – REVENUE
The following table illustrates the approximate disaggregation of the Company’s revenue based off timing of revenue recognition for the three months ended December 31, 2025, and 2024:
SCHEDULE OF DISAGGREGATION OF REVENUE RECOGNITION
2025 | 2024 | |||||||
| For the three months ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Over time | % | % | ||||||
| Point-in-time | % | % | ||||||
| Revenue performance obligation percentage | % | % | ||||||
Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. For the three months ended December 31, 2025, and 2024, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive:
2025 | 2024 | |||||||
| For the three months ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Options | ||||||||
| Warrants | ||||||||
| Anti-dilutive shares | ||||||||
| 13 |
SCHEDULE OF LOSS PER SHARE BASIC AND DILUTED FOR CONTINUING OPERATIONS
| 2025 | 2024 | |||||||
For the three months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Loss from Continuing operations | $ | ( | ) | $ | ( | ) | ||
| Less loss in noncontrolling interest | ( | ) | ||||||
| Net loss applicable to common shareholders | ( | ) | ( | ) | ||||
| Weighted Average Number of Shares-Basic & Diluted | ||||||||
| Loss per share - Basic & Diluted - Continuing Operations | $ | ) | $ | ) | ||||
In accordance with ASC 260-45-13, the common shares underlying the Series A Warrants under the alternative cashless exercise have been included in the calculation of the weighted average shares.
NOTE 5 – SEGMENT INFORMATION
The Company reports and evaluates financial information for two reportable segments: 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.
Unallocated corporate expenses mainly relate to payroll and benefits for corporate officers, investor relation expenses, accounting expenses related to audit and taxes, legal expenses related to corporate matters, interest expense on notes payable, and Series A and B Warrants transaction losses.
The following tables summarize the Company’s reportable segment information and unallocated corporate expenses:
SCHEDULE OF SEGMENT INFORMATION
| For the three months ended December 31, 2025 | For the three months ended December 31, 2024 | |||||||||||||||||||||||||||||||
| Reportable Segments | Reportable Segments | |||||||||||||||||||||||||||||||
| Security | Industrial Services | Corporate | Consolidated | Security | Industrial Services | Corporate | Consolidated | |||||||||||||||||||||||||
| External revenues | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cost of revenues | ||||||||||||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||
| General, and administrative | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||||||||
| Operating income/(loss) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Other expense, net | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||
The following table summarizes the Company’s identifiable assets by segment as of December 31, 2025, and September 30, 2025.
| December 31, | September 30, | |||||||
| 2025 | 2025 | |||||||
| Identifiable Assets | ||||||||
| Security | $ | $ | ||||||
| Industrial Services | ||||||||
| Corporate | ||||||||
| Total Assets | $ | $ | ||||||
| 14 |
NOTE 6 – RESTRICTED CASH
A subsidiary of the Company participates in a consortium in order to self-insure group care coverage for its employees. The plan is administrated by Benecon Group, and the Company makes monthly deposits in a trust account to cover medical claims and any administrative costs associated with the plan. Additionally, there was restricted cash in escrow per the purchase agreement with Heisey Mechanical, Ltd. Additionally, there are funds in escrow related to bond requirements on certain public projects and deposit guarantees.
The Company’s restricted cash as of December 31, 2025, and September 30, 2025, are summarized below.
SCHEDULE OF RESTRICTED CASH
| December 31, | September 30, | |||||||
| 2025 | 2025 | |||||||
| Benecon group | $ | $ | ||||||
| Heisey escrow | ||||||||
| Bond escrow | ||||||||
| Deposit guarantees | ||||||||
| Escrow deposit | ||||||||
| Restricted cash | $ | $ | ||||||
NOTE 7 – FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy is applied to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
The three levels of the fair value hierarchy under the guidance for fair value measurements are described below:
Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Our Level 1 assets include cash equivalents, banker’s acceptances, trading securities, investments, and investment 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 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified contractual term, a Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. Level 3 assets and liabilities include cost method investments. Quantitative information for Level 3 assets and liabilities reviewed at each reporting period includes indicators of significant deterioration in the earnings performance, credit rating, asset quality, business prospects of the investee, and financial indicators of the investee’s ability to continue as a going concern.
| 15 |
The Company’s fair value liabilities at December 31, 2025, and September 30, 2025, are as follows.
SCHEDULE OF FAIR VALUE OF LIABILITIES
Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Balance as of December 31, 2025 | |||||||||||
| Assets | ||||||||||||||
| Digital assets - SOL | $ | $ | $ | $ | ||||||||||
| Marketable Securities | $ | $ | $ | $ | ||||||||||
| Liabilities | ||||||||||||||
| Warrant liabilities | $ | $ | $ | $ | ||||||||||
Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Balance as of September 30, 2025 | |||||||||||
| Assets | ||||||||||||||
| Digital assets - SOL | $ | $ | $ | $ | ||||||||||
| Liabilities | ||||||||||||||
| Warrant liabilities | $ | $ | $ | $ | ||||||||||
Digital Assets – SOL
On
July 29, 2025, the Company invested $
Digital Asset staking allows holders of specific cryptocurrencies to earn rewards for helping to validate blocks of transaction data as it is submitted to the blockchain network.
The staking process serves two key purposes:
| ● | 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. |
The staking process uses incentives and penalties governed by computer-based rules to encourage honest participation in the network. Stakers who act within the rules of the protocol receive rewards for their contributions, while those who act dishonestly can face penalties, such as losing their staked cryptocurrency through a process called slashing. Staking rewards are distributed as newly minted cryptocurrency units, oftentimes at a proportionate rate to the amount a person stakes. With some proof-of-stake blockchains, depositing more assets in a staking smart contract increases the chance of being selected to validate blocks. This mechanism is based on the assumption that those with more “skin in the game” are more likely to act within the best interests of the network because they have more to lose financially if their assets are slashed (confiscated by the network). However, to avoid favoring wealthier participants, some protocols incorporate randomness to ensure everyone, including those with smaller stakes, has a chance to earn rewards.
| 16 |
Staking incentives, in the form of additional SOL, are recognized on the date received at the fair market value on that date. There are no lockups or restrictions on the Company’s digital asset holdings due to staking.
The Company’s digital assets as of December 31, 2025, and September 30, 2025, are as follows.
SCHEDULE OF DIGITAL ASSETS HOLDINGS
| December 31, 2025 | September 30, 2025 | |||||||
| Units - SOL | ||||||||
| Cost Per Unit | $ | $ | ||||||
| Cost Basis | $ | $ | ||||||
| Fair Value | $ | $ | ||||||
The following table is a summary of our digital assets as of December 31, 2025.
SUMMARY OF DIGITAL ASSETS
| Fair Value, September 30, 2024 | $ | |||
| Cash purchase | ||||
| Receipt of SOL from staking | ||||
| Non-cash transaction fees | ( | ) | ||
| Unrealized gain | ||||
| Fair Value, September 30, 2025 | $ | |||
| Cash purchase | ||||
| Receipt of SOL from staking | ||||
| Non-cash transaction fees | ( | ) | ||
| Unrealized loss | ( | ) | ||
| Fair Value, December 31, 2025 | $ |
Warrant Liabilities
The value of the Series A Warrants is based on the market value of our common stock on the balance sheet date.
The fair value of the Series B Warrants is estimated on the balance sheet date using the Black-Scholes model, which requires inputs based on certain subjective assumptions, including the fair value of the Company’s common shares, expected share price volatility, the expected term of the award, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield.
At December 31, 2025, and September 30, 2025, the following inputs were used in the Black-Scholes model.
SCHEDULE OF FAIR VALUE INPUTS USED IN BLACK-SCHOLES MODEL
| December 31, 2025 | September 30, 2025 | |||||||
| Expected term | ||||||||
| Risk-free interest rate | % | % | ||||||
| Expected volatility | % | % | ||||||
| Expected dividend yield | % | % | ||||||
| Stock Price | $ | $ | ||||||
| 17 |
The following table summarizes information on warrant liabilities as of December 31, 2025.
SCHEDULE OF WARRANT LIABILITIES ACTIVITY
| Series A Warrants | Series B Warrants | Total | ||||||||||
| Warrant Liabilities at September 30, 2024 | $ | $ | $ | |||||||||
| Warrants Issued | ||||||||||||
| Warrants Exercised | ( | ) | ( | ) | ( | ) | ||||||
| Fair market revaluation | ||||||||||||
| Warrant Liabilities at September 30, 2025 | $ | $ | $ | |||||||||
| Warrant Liabilities, Beginning balance | $ | $ | $ | |||||||||
| Warrants Issued | ||||||||||||
| Warrants Exercised | ( | ) | ( | ) | ( | ) | ||||||
| Fair market revaluation | ||||||||||||
| Warrant Liabilities at December 31, 2025 | $ | $ | $ | |||||||||
| Warrant Liabilities, Ending balance | $ | $ | $ | |||||||||
NOTE 8 – TRADE RECEIVABLES, NET
Trade receivables, net consisted of the following:
SCHEDULE OF TRADE RECEIVABLES, NET
| December 31, | September 30, | |||||||
| 2025 | 2025 | |||||||
| Trade receivables | $ | $ | ||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Accounts receivables, net, total | $ | $ | ||||||
Trade receivables include amounts due for shipped products and services rendered.
Allowance for credit losses include estimated losses resulting from the inability of our customers to make the required payments.
NOTE 9 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following:
SUMMARY OF PREPAID EXPENSES AND OTHER CURRENT ASSETS
| December 31, 2025 | September 30, 2025 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Prepaid inventory | ||||||||
| Deferred costs | ||||||||
| Short-term investments | ||||||||
| Prepaid expenses and other current assets total | $ | $ | ||||||
NOTE 10 – INVENTORY, NET
Inventory, net consisted of the following:
SCHEDULE OF INVENTORY, NET
| December 31, | September 30, | |||||||
| 2025 | 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work in progress | ||||||||
| Finished goods | ||||||||
| Inventory, net | ||||||||
The
Company maintained an allowance for obsolete inventories of $
| 18 |
NOTE 11 – PROPERTY AND EQUIPMENT
Property and equipment are summarized as follows:
SUMMARY OF PROPERTY AND EQUIPMENT
| December 31, | September 30, | |||||||
| 2025 | 2025 | |||||||
| Land | $ | $ | ||||||
| Building and leasehold improvements | ||||||||
| Furniture and office equipment | ||||||||
| Computers and software | ||||||||
| Machinery and equipment | ||||||||
| Property and equipment, gross | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expense for the three months ended December 31, 2025, and 2024, was $
NOTE 12 – GOODWILL
Changes in the carrying amount of goodwill, by segment, were as follows:
SCHEDULE OF GOODWILL BY SEGMENT
| Security | Industrial Services | Consolidated | ||||||||||
| Balance at September 30, 2024 | $ | $ | $ | |||||||||
| Impairment /adjustments | ||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | |||||||||
| Impairment /adjustments | ||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | |||||||||
As
of December 31, 2025, and September 30, 2025, accumulated impairment losses of $
NOTE 13 – OTHER ASSETS
On
November 13, 2020, and January 19, 2022, Cemtrex made $
Other assets consisted of the following:
SCHEDULE OF OTHER ASSETS
| December 31, 2025 | September 30, 2025 | |||||||
| Rental deposits | $ | $ | ||||||
| Investment in Masterpiece VR | ||||||||
| Other deposits | ||||||||
| Demonstration equipment supplied to resellers | ||||||||
| Other assets total | $ | $ | ||||||
| 19 |
NOTE 14 – ACCRUED EXPENSES
Accrued expenses consisted of the following:
SCHEDULE OF ACCRUED EXPENSES
| December 31, 2025 | September 30, 2025 | |||||||
| Accrued expenses | $ | $ | ||||||
| Accrued payroll and payroll taxes | ||||||||
| Accrued warranty | ||||||||
| Accrued expenses total | $ | $ | ||||||
NOTE 15 – DEFERRED REVENUE
The Company’s deferred revenue for the three months ended December 31, 2025, and 2024, were as follows:
SCHEDULE OF DEFERRED REVENUE
| For the three months ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Deferred revenue at beginning of period | $ | $ | ||||||
| Net additions: | ||||||||
| Deferred software revenues | ||||||||
| Recognized as revenue: | ||||||||
| Deferred software revenues | ( | ) | ( | ) | ||||
| Deferred revenue at end of period | ||||||||
| Less: current portion | ||||||||
| Long-term deferred revenue at end of period | $ | $ | ||||||
For
the three months ended December 31, 2025, and 2024, the Company recognized revenue of $
NOTE 16 – CONTRACT ASSETS AND LIABILITIES
Project contracts typically provide for a schedule of billings on percentage of completion of specific tasks inherent in the fulfillment of the Company’s performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statements of operations can and usually does differ from amounts that can be billed to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceeds cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in the unaudited condensed consolidated balance sheets under the caption “Contract assets.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized are reflected as a current liability in the unaudited condensed consolidated balance sheets under the caption “Contract liabilities.” Conditional retainage represents the portion of the contract price withheld until the work is substantially complete for assurance of the Company’s obligations to complete the job.
The following is a summary of the Company’s uncompleted contracts:
SCHEDULE OF CONTRACT ASSETS AND LIABILITIES
| December 31, 2025 | September 30, 2025 | |||||||
| Costs incurred on uncompleted contracts | $ | $ | ||||||
| Estimated gross profit | ||||||||
| Applicable billings to date | ( | ) | ( | ) | ||||
| Net earnings in excess of billings/(billing in excess of costs) | $ | $ | ( | ) | ||||
For
the three months ended December 31, 2025, and 2024, the Company recognized revenue of $
| 20 |
The following table summarizes the net activity of the contract assets and contract liabilities for the three months ended December 31, 2025, and 2024.
SUMMARY OF CONTRACT ASSETS AND CONTACT LIABILITIES
| For the three months ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts | ||||||||
| Contract asset, beginning balance | $ | $ | ||||||
| Changes in revenue billed, contract price or cost estimates | ||||||||
| Contract asset, net, ending balance | $ | $ | ||||||
| Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts | ||||||||
| Contract liability, beginning balance | ( | ) | $ | ( | ) | |||
| Changes in revenue billed, contract price or cost estimates | ( | ) | ||||||
| Contract liability, ending balance | $ | ( | ) | $ | ( | ) | ||
| Net Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts | ||||||||
| Net billings in excess of costs, beginning balance | $ | ( | ) | $ | ( | ) | ||
| Changes in revenue billed, contract price or cost estimates | ||||||||
| Net costs in excess of billings, ending balance | $ | $ | ||||||
NOTE 17 – RELATED PARTY TRANSACTIONS
On November 22, 2022, the Company entered into two Asset Purchase Agreements and one Simple Agreement for Future Equity (“SAFE”) with the Company’s CEO, Saagar Govil, to secure the sale of the subsidiaries Cemtrex Advanced Technologies, Inc, which include the brand SmartDesk, and Cemtrex XR, Inc., which include the brands Cemtrex XR, Virtual Driver Interactive, Bravo Strong, and good tech (formerly Cemtrex Labs), to Mr. Govil.
On January 6, 2025, the Company and Saagar Govil signed an agreement to revise the purchase price structure and payment terms.
The
Agreement’s Purchase Price provisions were amended to reflect that the Purchase Price will solely consist of the royalties based
on the actual revenues generated in the three years following closing. The provision requiring the total sum of royalties to reach a
minimum of $
Additionally, it was agreed that the payment terms due under the royalties shall be as follows commencing on January 1, 2025:
| ● | First
Year (January 2025) Monthly Payment: $ | |
| ● | Second
Year (January 2026) Monthly Payment: $ | |
| ● | Balloon Payment at the end of the Second Year (December 31, 2026): Total outstanding royalties |
This transaction was approved by the Board of Directors with Saagar Govil abstaining from the vote.
Based
on the new payment terms, management determined that it was appropriate to remove the previously recognized royalty receivable of $
As
of December 31, 2025, there were royalties receivable from the sale of Cemtrex, XR, Inc. of $
As
of December 31, 2025, there was $
| 21 |
NOTE 18 – EXPECTED CREDIT LOSSES
The following table summarized the Company’s activity for expected credit losses for the three months ended December 31, 2025.
SCHEDULE OF CURRENT EXPECTED CREDIT LOSSES
| Trade receivables, net | Contract assets, net | Royalties receivable, net - related party | ||||||||||
| As of September 30, 2025 | $ | $ | $ | |||||||||
| Provision | ||||||||||||
| Recovery | ( | ) | ||||||||||
| Write-off | ||||||||||||
| As of December 31, 2025 | $ | $ | $ | |||||||||
NOTE 19 – LEASES
The
Company is party to contracts where we lease property from others under contracts classified as operating leases. The Company primarily
leases office and operating facilities, vehicles, and office equipment. The weighted average remaining term of our operating leases was
approximately
The Company has elected not to recognize lease assets and liabilities for leases with a term of 12 months or less.
The
Company’s security segment leases approximately
SCHEDULE OF RECONCILIATION OF UNDISCOUNTED CASH FLOWS TO OPERATING LEASE LIABILITIES
| Years ending September 30, | Operating Leases | |||
| Remainder of 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Undiscounted lease payments | ||||
| Amount representing interest | ( | ) | ||
| Discounted lease payments | ||||
| Less short-term operating lease liabilities | ||||
| Long-term operating lease liabilities | $ | |||
Lease costs for the three months ended December 31, 2025, and 2024 are set forth below:
SCHEDULE OF LEASE COSTS
For the three months ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Operating lease costs: | ||||||||
| Operating lease costs | ||||||||
| Short-term lease costs | ||||||||
| Total lease cost | $ | $ | ||||||
NOTE 20 – LINES OF CREDIT AND LONG-TERM LIABILITIES
Revolving line of credit
On
October 5, 2023, the Company obtained a revolving line of credit in the amount of $
| 22 |
Notes payable
On
November 7, 2025, the Company issued a note payable to Streeterville Capital, LLC in the amount of $
The following table outlines the Company’s secured liabilities:
SCHEDULE OF LINES OF CREDIT AND AND LONG TERM LIABILITIES
| December 31, | September 30, | |||||||||||
| Interest Rate | Maturity | 2025 | 2025 | |||||||||
| Fulton Bank - $ | SOFR plus | |||||||||||
| Fulton Bank mortgage $ | SOFR plus | |||||||||||
| Fulton Bank (HEISEY) - $ | SOFR plus | |||||||||||
| Fulton Bank (HEISEY) - $ | SOFR plus | |||||||||||
| Note payable - $ | ||||||||||||
| Note payable - $ | ||||||||||||
| Note payable - $ | Between November 7, 2025 and December 31, 2025, SOFR ( | |||||||||||
| Less: Unamortized original issue discount | ( | ) | ( | ) | ||||||||
| Total debt | $ | $ | ||||||||||
| Less: Current maturities | ( | ) | ( | ) | ||||||||
| Long-term debt | $ | $ | ||||||||||
NOTE 21 – STOCKHOLDERS’ EQUITY
Series 1 Preferred Stock
The Company’s Series 1 Preferred Stock is quoted on the OTC Markets OTCID tier under the symbol “CETXP.”
During the three months ended December 31, 2025, shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred Stock.
As of December 31, 2025, and September 30, 2025, there were and shares of Series 1 Preferred Stock issued and and shares of Series 1 Preferred Stock outstanding, respectively.
| 23 |
Common Stock
On
October 2, 2024, November 26, 2024, and September 29, 2025, the Company completed a
During the three months ended December 31, 2025, shares of common stock were issued for the exercise of Series A Warrants under the Alternative Cashless Exercise option as adjusted for exercise price adjustments.
During the three months ended December 31, 2025, there were shares issued for rounding on September 29, 2025, reverse stock split.
During
the three months ended December 31, 2025, shares of common stock were issued for the exercise of Series B Warrants
which generated $
During
the three months ended December 31, 2025, shares of the Company’s common stock have been issued to satisfy $
Series A and Series B Warrants
The following table summarizes information about shares issuable under warrants outstanding as of December 31, 2025.
SCHEDULE SHARES ISSUABLE UNDER WARRANTS OUTSTANDING
Warrant Shares Outstanding | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | ||||||||||
| Outstanding at September 30, 2024 | $ | |||||||||||
| Warrants granted | ||||||||||||
| Warrants exercised | ( | ) | $ | |||||||||
| Warrants forfeited | ||||||||||||
| Warrants cancelled | ||||||||||||
| Exercise price adjustments | ( | ) | ||||||||||
| Outstanding at September 30, 2025 | $ | |||||||||||
| Warrants granted | ||||||||||||
| Warrants exercised | ( | ) | $ | |||||||||
| Warrants forfeited | ||||||||||||
| Warrants cancelled | ||||||||||||
| Exercise price adjustments | ||||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||
On
October 13, 2025, the Company issued shares of common stock to relieve debt. At the time, the Company had
The following table illustrates the adjustment.
SCHEDULE OF WARRANTS ADJUSTMENT
| Warrants outstanding | Aggregate Value | Adjusted number of warrants outstanding | ||||||||||
| Series A Warrants | $ | |||||||||||
| Series B Warrants | $ | |||||||||||
| 24 |
On
December 11, 2025, the Company closed on a Securities Purchase agreement of common stock. At the time, the Company had
The following table illustrates the adjustment.
| Warrants outstanding | Aggregate Value | Adjusted number of warrants outstanding | ||||||||||
| Series A Warrants | $ | |||||||||||
| Series B Warrants | $ | |||||||||||
On
December 30, 2025, the Company closed on a Securities Purchase agreement of common stock. At the time, the Company had
The following table illustrates the adjustment.
| Warrants outstanding | Aggregate Value | Adjusted number of warrants outstanding | ||||||||||
| Series A Warrants | $ | |||||||||||
| Series B Warrants | $ | |||||||||||
For
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 $
For
the three months ended December 31, 2025, and 2024 the company recognized a loss on changes in fair value of warrant liability of $
December 2025 Equity Offerings
On
December 11, 2025, the Company entered into a Securities Purchase Agreement with a single accredited institutional investor pursuant
to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering securities consisting of shares of the
Company’s common stock, par value $ per share, and/or pre-funded warrants to purchase shares of Common Stock at $
On
December 23, 2025, the Company entered into a Securities Purchase Agreement with a single accredited institutional investor pursuant
to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering securities consisting of shares of the
Company’s common stock, par value $ per share, and/or pre-funded warrants to purchase shares of Common Stock at $
| 25 |
On
December 30, 2025, the Company entered into a Securities Purchase Agreement with a single accredited institutional investor pursuant
to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering securities consisting of shares of the
Company’s common stock, par value $ per share, and/or pre-funded warrants to purchase shares of Common Stock at $
For the three months ended December 31, 2025, and 2024, the Company recognized $ and $ of share-based compensation expense on its outstanding options, respectively. As of December 31, 2025, there was unrecognized share-based compensation expense.
During the three months ended December 31, 2025, no options were granted, cancelled, or forfeited.
NOTE 23 – COMMITMENTS AND CONTINGENCIES
From time to time, the Company and its subsidiaries are involved in legal proceedings that are incidental to the operation of our business. The Company continues to defend vigorously against all claims. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including assessment of the merits of the particular claim, as well as current accruals and insurance coverage, the Corporation does not expect that such legal proceedings will have a material adverse impact on its unaudited condensed consolidated financial statements.
NOTE 24 – INCOME TAXES
For
the three months ended December 31, 2025, and 2024, the Company recorded an income tax expense of approximately $
As
of year-end 2025, the Company had federal, state, and foreign net operating losses (“NOL”) of approximately $
The
Company’s effective tax rates for the three months ended December 31, 2025, and 2024, were (
NOTE 25 – SUBSEQUENT EVENTS
On
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 $ 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 $
On 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 $ 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.
On
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 $
On
various dates in January 2026, the Company issued shares of common stock to satisfy
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Except for historical information contained in this report, the matters discussed are forward-looking statements that involve risks and uncertainties. When used in this report, words such as “anticipates”, “believes”, “could”, “estimates”, “expects”, “may”, “plans”, “potential” and “intends” and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. Among the factors that could cause actual results to differ materially are the following: the effect of business and economic conditions; the impact of competitive products and their pricing; unexpected manufacturing or supplier problems; the Company’s ability to maintain sufficient credit arrangements; changes in governmental standards by which our environmental control products are evaluated and the risk factors reported from time to time in the Company’s SEC reports, including its recent report on Form 10-K. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments.
General Overview
Cemtrex was incorporated in 1998 in the state of Delaware and has evolved through strategic acquisitions and internal growth into a leading multi-industry company. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Cemtrex” or “management” refer to Cemtrex, Inc. and its subsidiaries.
The Company’s reporting segments consist of Security and Industrial Services. Additionally, the Company’s operational structure also reports unallocated corporate expenses.
Security
Cemtrex’s Security segment operates under the brand of its majority owned subsidiary, Vicon Industries, Inc. (“Vicon”), which provides end-to-end security solutions to meet the toughest corporate, industrial, and governmental security challenges. Vicon’s products include browser-based video monitoring systems and analytics-based recognition systems, cameras, servers, and access control systems for every aspect of security and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools, and federal and state government offices. Vicon provides innovative, mission critical security and video surveillance solutions utilizing Artificial Intelligence (AI) based data algorithms.
Industrial Services
Cemtrex’s Industrial Services segment operates under the brand, Advanced Industrial Services (“AIS”), which offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers. AIS installs high precision equipment in a wide variety of industrial markets like automotive, printing & graphics, industrial automation, packaging, and chemicals, among others. AIS is a leading provider of reliability-driven maintenance and contracting solutions for machinery, packaging, printing, chemical, and other manufacturing markets. The focus is on 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.
Significant Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon the accompanying unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Although these estimates are based on our knowledge of current events, our actual amounts and results could differ from those estimates. The estimates made are based on historical factors, current circumstances, and the experience and judgment of our management, who continually evaluate the judgments, estimates and assumptions and may employ outside experts to assist in the evaluations.
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Certain of our accounting policies are deemed “significant”, as they are both most important to the financial statement presentation and require management’s most difficult, subjective, or complex judgments as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a discussion of our significant accounting policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended September 30, 2025.
Results of Operations – For the three months ended December 31, 2025, and 2024
Revenues
Our Security segment revenues for the three months ended December 31, 2025, increased by $57,829 or 1% to $5,511,528 from $5,453,699 for the three months ended December 31, 2024. This increase is mainly due to increased demand for the Company’s products.
Our Industrial Services segment revenues for the three months ended December 31, 2025, increased by $2,324,956 or 28%, to $10,611,156 from $8,286,200, for the three months ended December 31, 2024. This increase is mainly due to increased demand for the segment’s services.
There was unallocated revenue under the Corporate segment of $10,627 for the three months ended December 31, 2025. This revenue is related to the Company’s investment in digital assets.
Gross Profit
Gross Profit for the three months ended December 31, 2025, was $5,621,866 or 35% of revenues as compared to gross profit of $5,701,936 or 41% of revenues for the three months ended December 31, 2024.
Gross profit in our Security segment was $2,160,678 or 39% of the segment’s revenues for the three months ended December 31, 2025, as compared to gross profit of $2,839,759 or 52% of the segment’s revenues for the period ended December 31, 2024. Gross profit in our security segment have been impacted by tariffs.
Gross profit in our Industrial Services segment was $3,450,471 or 33% of the segment’s revenues for the three months ended December 31, 2025, as compared to gross profit of $2,862,177 or 35% of the segment’s revenues for the period ended December 31, 2024. Gross profit as a percentage of revenues decreased due to lower margins on projects in the three months ended December 31, 2025, compared to the three months ended December 31, 2024.
General and Administrative Expenses
General and administrative expenses for the three months ended December 31, 2025, increased $833,302 or 12% to $7,926,591 from $7,093,289 for the three months ended December 31, 2024. The increase in general and administrative expenses is mainly related to a one-time write off of obsolete demonstration equipment of $441,624, increased legal expenses related to the preliminary work on acquisitions, depreciation on recently acquired fixed assets, and travel related to trade show attendance.
Research and Development Expenses
Research and Development expenses for the three months ended December 31, 2025, were $501,435 compared to $890,083 for the three months ended December 31, 2024, a decrease of $388,648 or 44%. Research and Development expenses are related to the Security Segment’s development of next generation solutions associated with security and surveillance systems software.
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Other Income/Expense
Other expense for the three months ended December 31, 2025, was $17,515,652, as compared to expense of $26,265,257 for the three months ended December 31, 2024. Other expense for the three months ended December 31, 2025, was mainly driven by interest expense of $12,123,695 of which $11,798,283 represents the discount on shares issued to settle debt. Other expense for the three months ended December 31, 2024, was mainly driven by a loss on excess fair value of the warrants at exercise of $15,796,105.
Provision for Income Taxes
During the three months ended December 31, 2025, and 2024, the Company had income tax expense from continuing operations of $266,326 and $120,538, respectively. The provision for income tax is estimated based upon the current income projections of the Company, the effective rate of the prior year, and the Company’s current ability to utilize net loss carryforwards. The Company’s effective tax rate for the three months ended December 31, 2025, and 2024, was (1.31%) and (0.42%) respectively.
Effects of Inflation
The Company’s business and operations have been affected by inflation during the periods for which financial information is presented. In response, the Company has instituted price increases and initiated cost-saving measures to mitigate the effects of inflation on operations.
Liquidity and Capital Resources
Working capital was $24,748,544 at December 31, 2025, compared to working capital of $5,184,339 at September 30, 2025. This includes cash and cash equivalents and restricted cash of $21,782,533 at December 31, 2025, and $6,347,041 at September 30, 2025. The increase in working capital was primarily due to cash raised in the equity offerings and Series B Warrant exercises and the payment of the Company’s debt through equity.
Cash used by operating activities for the three months ended December 31, 2025, was $891,914 and $1,201,817 for the three months ended December 31, 2024. Our operating cash flow was mainly the result of our net loss, less the non-cash adjustments, combined with operating changes in inventory, contract assets, and accrued expenses.
Trade receivables decreased by $3,431,109 or 26% to $9,702,315 at December 31, 2025, from $13,133,424 at September 30, 2025. The decrease in trade receivables is attributable to a decrease in sales as compared to the fourth quarter of fiscal year2025.
Cash used by investing activities for the three months ended December 31, 2025, was $253,061 compared to $1,008,899 for the three months ended December 31, 2024. Investing activities for the three months ended December 31, 2025, were driven by the Company’s purchase of property and equipment and investment in marketable securities. Investing activities for the three months ended December 31, 2024, were driven by the Company’s purchase of property and equipment and investment in Masterpiece VR.
Cash provided by financing activities for the three months ended December 31, 2025, was $17,305,299 compared to $2,387,449 for the three months ended December 31, 2024. Financing activities for the three months ended December 31, 2025, were primarily driven by the proceeds from equity offerings, proceeds of a note payable, and proceeds from the exercise of the Company’s Series B Warrants. Financing activities for the three months ended December 31, 2024, were primarily driven by the proceeds from the Company’s revolving line of credit, notes payable, and proceeds from the exercise of the Company’s Series B Warrants.
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The Company’s working capital may not be sufficient to cover operating costs which indicates substantial doubt regarding the Company’s ability to continue as a going concern, the Company has historically, from time to time, satisfied and may continue to satisfy certain short-term liabilities through the issuance of common stock, thus reducing our cash requirement to meet our operating needs. The Company has $21,782,533 in cash and cash equivalents and restricted cash 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 our 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 our current operations for at least the next twelve months, there is no guarantee that we will succeed. Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our working capital needs. The Company currently does not have adequate cash or available liquidity/available capacity on our lines of credit to meet our short or long-term needs. Absent an ability to raise additional outside capital and restructure or refinance all or a portion of our debt, the Company will be unable to meet its obligations as they become due over the next twelve months beyond the issuance date.
Each segment of the Company’s operations has positioned itself for growth and the Company’s long-term objectives include increasing marketing and sales for the Company’s products and services in each segment, increasing the Company’s presence through collaboration partnerships in each segment and through strategic acquisitions of complementary businesses for each segment. These long-term objectives will require sufficient cash to complete, and the Company expects to fund these objectives with cash on hand, issuance of debt, and from proceeds from the sale of the Company’s securities, which may not be sufficient to fully implement our growth initiatives.
The unaudited condensed consolidated financial statements do not include any adjustments relating to this uncertainty.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures reporting as promulgated under the Exchange Act is defined as controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our CEO and our CFO have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based on their evaluation, our management has concluded that as of December 31, 2025, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that occurred during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.
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Part II Other Information
Item 1. Legal Proceedings.
To the Company’s knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 1A. Risk Factors
Our business faces many risks, a number of which are described in the section captioned “Risk Factors” in our Annual Report for the year ended September 30, 2025, filed with the SEC on December 29, 2025 and amended on January 16, 2026. The risks described may not be the only risks we face. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors contained in our Annual Report or Quarterly Report occur, our business, financial condition or results of operations could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our Annual Report and Quarterly Reports, and the information contained in the section captioned “Forward-Looking Statements” and elsewhere in this Quarterly Report before deciding whether to invest in our securities.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Preferred Stock
During 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.
Common Stock
During 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. Such shares were issued pursuant to the exemption contained under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
N/A
Item 5. Other Information
None.
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Item 6. Exhibits
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cemtrex, Inc. | ||
| Dated: February 17, 2026 | By: | /s/Saagar Govil |
| Saagar Govil | ||
| Chairman of the Board, CEO, | ||
| President and Secretary (Principal Executive Officer) | ||
| Dated: February 17, 2026 | /s/Paul J. Wyckoff |
| Paul J. Wyckoff | |
| Chief Financial Officer | |
| and Principal Financial Officer |
| 34 |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a/15d OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Saagar Govil, certify that:
| 1. | I have reviewed this report on Form 10-Q of Cemtrex, Inc. and subsidiaries (the “registrant); | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| /s/ Saagar Govil | |
| Saagar Govil | |
| Chief Executive Officer | |
| Dated: February 17, 2026 |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13a/15d OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul J. Wyckoff, certify that:
| 1. | I have reviewed this report on Form 10-Q of Cemtrex, Inc. and subsidiaries (the “registrant); | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| /s/Paul J. Wyckoff | |
| Paul J. Wyckoff | |
| Chief
Financial Officer and Principal Financial Officer | |
| Dated: February 17, 2026 |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Cemtrex, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Saagar Govil, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| /s/ Saagar Govil | |
| Saagar Govil | |
| Chief Executive Officer | |
| Dated: February 17, 2026 |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Cemtrex, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul J. Wyckoff, Interim Chief Financial Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| /s/ Paul J. Wyckoff | |
| Paul J. Wyckoff | |
| Interim Chief Financial Officer | |
| and Principal Financial Officer | |
| Dated: February 17, 2026 |