Exhibit 99.2
Unaudited Proforma Combined Financial Information
The following unaudited proforma combined balance sheet of Cemtrex, Inc. (“the Company”) for the interim period ended June 30, 2026, is presented as if the acquisition of Plant Engineering Services, Inc. (“PES”) referred to herein as the “Acquisition” had occurred on June 30, 2026.
The accompanying unaudited proforma combined balance sheet is based on the historical balance sheet of the Company after giving proforma effect to the Company’s acquisition of PES and its related assets, liabilities and personnel and gives effect to: (i) the cash used to fund consideration and (ii) the acquisition of PES. The consideration and the acquisition of PES are hereby referred to as the “Transaction”.
The unaudited proforma combined balance sheet has been derived from and should be read in conjunction with the Company’s historical unaudited consolidated balance sheet. The financial statements of the Company for the period ended June 30, 2026, are included in the Company’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 14, 2026.
The unaudited proforma combined balance sheet includes unaudited proforma adjustments that are factually supportable and directly attributed to the Acquisition. The unaudited proforma adjustments are expected to have a continuing impact on the consolidated results. Assumptions underlying the proforma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited proforma combined balance sheet.
The unaudited proforma adjustments are based upon available information and certain assumptions that the Company’s management believe are reasonable. The unaudited proforma combined balance sheet is presented for informational purposes only and are not necessarily indicative of the Company’s financial position.
The Company’s management expects that the strategic and financial benefits of the acquisition of PES will result in certain cost saving opportunities, which have not been reflected in the accompanying unaudited proforma combined balance sheet.
The
acquisition of PES will be accounted for as a business combination using the acquisition method of accounting in accordance with Accounting
Standards Codification Topic 805, Business Combinations, which will establish a new basis of accounting for all identifiable assets acquired
and liabilities assumed at fair value as of the date control is obtained. Accordingly, the consideration transferred will be allocated
to the underlying net assets in proportion to their respective fair values. The fair value of PES’ identifiable tangible and intangible
assets acquired and liabilities assumed are based on a preliminary estimate of fair value. Any excess of the purchase price over the
estimated fair values of the net assets acquired will be recorded as goodwill. The allocation of the purchase price to acquired assets
and assumed liabilities based on their underlying fair values requires the extensive use of significant estimates and the Company’s
judgment. The Company’s management believes the fair values recognized for the acquired assets and assumed liabilities are based
on reasonable estimates and assumptions based on information currently available. All assets acquired and liabilities assumed have been
recognized at their respective book values, which the Company’s management believes materially approximate their respective fair
values. The excess of estimated purchase price over the estimated fair value of the net assets acquired of
The unaudited proforma combined balance sheet should be read in conjunction with the following information:
| ● | The notes to the unaudited proforma combined balance sheet. |
| ● | The Company’s unaudited consolidated financial statements as of and for the fiscal period ended June 30, 2026, which are included in the Company’s Quarterly Report on Form 10-Q as of and for the quarter ended June 30, 2026. |
| ● | The audited assets acquired and liabilities assumed of PES as of July 1, 2026, which is included in Exhibit 99.1 herein; and |
Proforma Combined Balance Sheets
June 30, 2026
Unaudited
| PES | ||||||||||||||||||
| Assets | ||||||||||||||||||
| Cemtrex Inc. | Acquired & Liabilities Assumed | Pro Forma Adjustments | ||||||||||||||||
| June 30, 2026 | June 30, 2026 | Acquisition | Notes | Pro Forma Combined | ||||||||||||||
| Assets | ||||||||||||||||||
| Current assets | ||||||||||||||||||
| Cash and cash equivalents | $ | 7,972,128 | (2,711,393 | ) | 4(a) | $ | 5,260,735 | |||||||||||
| Restricted cash | 1,329,612 | 1,329,612 | ||||||||||||||||
| Marketable securities | 3,701,907 | 3,701,907 | ||||||||||||||||
| Trade receivables, net | 12,520,180 | 141,367 | 12,661,547 | |||||||||||||||
| Trade receivables, net - related party | 436,453 | 436,453 | ||||||||||||||||
| Inventory, net | 8,035,295 | 8,035,295 | ||||||||||||||||
| Contract assets, net | 1,659,157 | 1,659,157 | ||||||||||||||||
| Prepaid expenses and other current assets | 1,847,892 | 38,994 | 1,886,886 | |||||||||||||||
| Total current assets | 37,502,624 | 180,361 | (2,711,393 | ) | 34,971,592 | |||||||||||||
| Property and equipment, net | 16,612,511 | 24,812 | 93,485 | 4(b) | 16,730,808 | |||||||||||||
| Right-of-use operating lease assets | 2,750,789 | 204,393 | ||||||||||||||||
| Right-of-use financing lease assets | 38,010 | 38,010 | ||||||||||||||||
| Digital assets | 970,519 | 970,519 | ||||||||||||||||
| Goodwill | 7,686,141 | 4(a) | ||||||||||||||||
| Intangible assets, net of amortization | 2,833,500 | |||||||||||||||||
| Other | 1,611,263 | 1,611,263 | ||||||||||||||||
| Total Assets | $ | 70,005,357 | $ | 409,566 | $ | |||||||||||||
| Liabilities & Stockholders’ Equity | ||||||||||||||||||
| Current liabilities | ||||||||||||||||||
| Accounts payable | 4,877,828 | 155,009 | 5,032,837 | |||||||||||||||
| Sales tax payable | 60,056 | 60,056 | ||||||||||||||||
| Revolving line of credit | 2,392,830 | 2,392,830 | ||||||||||||||||
| Current maturities of long-term liabilities | 8,055,879 | 8,055,879 | ||||||||||||||||
| Operating lease liabilities - short-term | 1,213,307 | 55,207 | ||||||||||||||||
| Financing lease liabilities - short-term | 312,560 | 312,560 | ||||||||||||||||
| Deposits from customers | 569,933 | 569,933 | ||||||||||||||||
| Accrued expenses | 2,295,479 | 859,031 | 4(a) | 3,154,510 | ||||||||||||||
| Accrued payable on inventory in transit | 756,241 | 756,241 | ||||||||||||||||
| Contract liabilities | 2,520,458 | 2,396,007 | 4,916,465 | |||||||||||||||
| Deferred revenue | 838,154 | 838,154 | ||||||||||||||||
| Accrued income taxes | 454,510 | 454,510 | ||||||||||||||||
| Total current liabilities | 24,347,235 | 2,606,223 | ||||||||||||||||
| Long-term liabilities | ||||||||||||||||||
| Long-term debt | 8,577,988 | 8,577,988 | ||||||||||||||||
| Long-term operating lease liabilities | 1,585,473 | 149,186 | ||||||||||||||||
| Other long-term liabilities | 290,000 | 290,000 | ||||||||||||||||
| Deferred Revenue - long-term | 341,058 | 341,058 | ||||||||||||||||
| Warrant liabilities | 2,866,152 | 2,866,152 | ||||||||||||||||
| Total long-term liabilities | 13,660,671 | 149,186 | ||||||||||||||||
| Total liabilities | 38,007,906 | 2,755,409 | ||||||||||||||||
| Commitments and contingencies | - | - | - | - | ||||||||||||||
| Stockholders’ equity | ||||||||||||||||||
| 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 | ||||||||||||||||||
| (liquidation value of $10 per share) | 2,983 | 2,983 | ||||||||||||||||
| Series C, 100,000 shares authorized, 50,000 shares issued and outstanding at | ||||||||||||||||||
| June 30, 2026 | 50 | 50 | ||||||||||||||||
| Common stock, $0.001 par value, 70,000,000 shares authorized, 1,259,716 shares issued and outstanding at June 30, 2026 | 1,260 | 1,260 | ||||||||||||||||
| Additional paid-in capital | 153,092,747 | 153,092,747 | ||||||||||||||||
| (Accumulated deficit)/Retained earnings | (123,526,332 | ) | 4(c) | (123,526,332 | ) | |||||||||||||
| Treasury stock, 64,100 shares of Series 1 Preferred Stock at June 30, 2026 | (148,291 | ) | (148,291 | ) | ||||||||||||||
| Accumulated other comprehensive income | 2,575,034 | 2,575,034 | ||||||||||||||||
| Total Cemtrex stockholders’ equity | 31,997,451 | (2,345,843 | ) | 2,345,843 | 31,997,451 | |||||||||||||
| Total liabilities and shareholders’ equity | $ | 70,005,357 | $ | 409,566 | $ | |||||||||||||
Notes to the Unaudited Proforma Combined Balance sheet
Note 1 – Description of the Transaction
On July 1, 2026, the “Company, through its wholly owned subsidiary Advanced Industrial Services (“AIS”), completed the acquisition of substantially all of the assets of PES, Inc, an Indiana corporation 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 Parties”).
The total consideration given by Cemtrex to the seller of PES was approximately $2.7 million in cash and $0.86 million in contingent consideration. Cemtrex funded the transaction with cash.
Note 2 – Reclassifications
As part of the Company’s integration efforts, the Company will continue its process of evaluating whether there are any significant differences in accounting policies that would require adjustment or reclassification of PES’ results of operations in order to conform to the Company’s accounting policies and classifications. As a result of that ongoing evaluation, the Company may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited proforma combined balance sheet.
During the preparation of the unaudited proforma combined balance sheet, the Company was not aware of any material differences between accounting policies of the two companies, except for certain reclassifications necessary to conform to the Company’s financial presentation, and accordingly, the unaudited proforma combined statement of operations does not assume any material differences in accounting policies between the two companies.
Note 3 – Fair Value of Assets Acquired, Liabilities Assumed and Calculation of Goodwill
The total purchase price has been allocated in the accompanying unaudited proforma combined balance sheet based on (i) the amounts reported in the historical statements of PES, or (ii) management’s preliminary estimates of fair value. The Company’s management reviewed various other asset allocations of similar market transactions and applied corresponding relative values of the intangibles compared to the purchase price. The estimated amortization periods are consistent with those used for similar market transactions and amortization is accounted for on a straight-line basis. The percentages assigned are an initial estimate and are subject to change once the detailed third-party purchase price accounting analysis is completed.
The proforma purchase price allocation presented below is still preliminary but has been developed based on an estimate of fair values of PES’ identifiable tangible and intangible assets acquired and liabilities assumed as of July 1, 2026. The final allocation of the purchase price will be determined within one year from the closing date of the PES acquisition. As such, the purchase price allocation may change, and such changes could result in a material change to the unaudited proforma combined balance sheet.
The preliminary allocation of PES’ tangible and intangible assets and liabilities under this methodology as if the acquisition on June 30, 2026, is as follows:
| Consideration Transferred: | ||||
| Cash | $ | 2,711,393 | ||
| Contingent consideration at fair market value | 859,031 | |||
| Total consideration transferred | $ | 3,570,424 | ||
| Purchase Price Allocation: | ||||
| Trade receivables, net | 141,367 | |||
| Prepaid expenses and other current assets | 38,994 | |||
| Property and equipment, net | 118,297 | |||
| Right-of-use operating lease assets | 192,223 | |||
| Accounts Payable | (155,009 | ) | ||
| Contract liabilities | (2,396,007 | ) | ||
| Operating lease liabilities | (192,223 | ) | ||
| Goodwill | ||||
| Total consideration transferred | $ | 3,570,424 | ||
Note 4 – Proforma Adjustments
The proforma adjustments included in the accompanying information do not reflect the final Acquisition purchase consideration. The allocation of consideration to the various tangible and intangible assets acquired and liabilities assumed is preliminary and subject to change. This note should be read in conjunction with “Note 1 – Description of The Transactions and “Note 2 – Reclassifications.” Adjustments included in the column “Acquisition” to the accompanying unaudited proforma combined balance sheet as of June 30, 2026:
Unaudited Proforma Combined Balance Sheet
(a) Purchase Price Allocation
To
reflect the consideration of $2,711,393 cash and
(b) Fair Market Valuation
To
reflect the
(c) Elimination of Equity Balances
To reflect the elimination of PES’ equity balances in combination.