What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-09-29 compared with 2024-09-30 · 979 added, 1065 removed, 1568 unchanged (57% of the section changed)

22 unchanged sentences

Based on the results of our assessment, the Company has determined that as of June 30, 2025, the Company’s

internal control over financial reporting are effective.

internal control over financial reporting is effective.

in Internal Control over Financial Reporting

3 unchanged sentences

OTHER INFORMATION

10b5-1 Trading Plans

the fiscal quarter ended June 30, 2025, none of the Company’s directors or executive officers adopted , modified or terminated any

contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense

conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

18 unchanged sentences

Kausar Kazmi and Mr.

Michael Francis.

the fiscal year 2024, the Audit Committee, the Compensation Committee and the Nominating and Corporate Government Committee were structured

Michael Francis did

not stand for re-election due to personal reasons and Mr.

Ian Smith was nominated and elected to the Board.

the fiscal year 2025, the Audit Committee, the Compensation Committee and the Nominating and Corporate Government Committee were

structured as follows:

The Audit Committee consisted of Mr.

2 unchanged sentences

Francis as members.

The Compensation Committee

consisted of Mr.

Compensation Committee consisted of Mr.

Caton, as Chair, with Mr.

1 unchanged sentence

Francis as its members.

The Nominating and Corporate Governance Committee consisted

The Nominating and Corporate

Governance Committee consisted of Mr.

Francis, as Chair, with Mr.

1 unchanged sentence

Kazmi as its members.

Following the annual

shareholders meeting, Mr.

Ian Smith was appointed as the Chair of the Nominating and Corporate Governance Committee and was

appointed as a member of the Audit Committee and the Compensation Committee.

Francis is no longer a member of the board of

directors, and he will no longer serve on these committees.

table below provides the membership for each of the committees during Fiscal Year 2025.

an Independent Director.

the Chairperson of the Committee.

Francis * (I)

Smith ** (I) (N)

Francis’s term ended June 2025.

Smith was elected to the Board in June 2025 and was appointed

as a committee member in July 2025.

Denotes an Independent Director.

Denotes the Chairperson of the Committee.

Smith became the Nominating Committee Chairman in July

During the fiscal year 2025, the Audit Committee met four times, the Compensation

Committee met once and the Nominating and Corporate Governance Committee met one time.

AND EXECUTIVE OFFICERS

8 unchanged sentences

directors and executive officers of the Company are as follows:

First Elected as an Officer or Director

Held with the Registrant

Executive Officer, Chairman and Director

of Naeem Ghauri

of Najeeb Ghauri

Financial Officer

Year First Elected as an Officer or Director

Position Held with the Registrant

Family Relationship

Najeeb Ghauri

Chief Executive Officer, Chairman and Director

Brother of Naeem Ghauri

Brother of Najeeb Ghauri

Chief Financial Officer

V.P., Legal and Corporate Affairs;

1 unchanged sentence

Corporate Counsel

Syed Kausar Kazmi

Michael Francis

Experience of Officers and Directors:

50 unchanged sentences

business models for the Company as the CEO of OTOZ ® , Inc.

He is currently based out of NetSol’s Pakistan office, Prior to

joining the Company, Mr.

He is currently based out of NetSol’s Pakistan office,

Prior to joining the Company, Mr.

Ghauri was Program Director for Mercedes-Benz Finance Ltd., from 1994-1999.

Ghauri supervised over 200 project

managers, developers, analysts and users in nine European Countries.

Ghauri is a board member of Drivemate Co., Ltd., the Company’s

partner in Thailand, as a representative of NetSol.

Ghauri earned his degree in computer science from Brighton University in England.

Ghauri supervised over

200 project managers, developers, analysts and users in nine European Countries.

Ghauri is a board member of Drivemate Co., Ltd.,

the Company’s partner in Thailand, as a representative of NetSol.

Ghauri earned his degree in computer science from Brighton

University in England.

and Qualifications :

26 unchanged sentences

all board meetings in her executive position as corporate secretary.

McGlasson is a member of the Board’s Cybersecurity Committee.

McGlasson has over 30 years of experience in corporate law, mergers and acquisitions, business and cross-border transactions and securities

19 unchanged sentences

He was a member of the UCLA Alumni Association Board of Directors and served on the Board of Directors of NETSOL from 2002-2005.

Caton is the Chair of the Compensation Committee and a member of the Audit and Nominating and Corporate Governance Committees.

Caton is the Chair of the Compensation Committee and a member of the Audit, Nominating and Corporate Governance, and Cybersecurity

Caton received his BA from UCLA in psychology in 1971.

3 unchanged sentences

FARSAI joined the Board of Directors for the first time in 2018 and is currently the Company’s Corporate Counsel.

Before joining

NETSOL in March 2000, Ms.

Farsai was an associate at the law firm of Horwitz and Beam where she represented both domestic and international

private and public clients from technology to apparel in various transactions from 1996-2000.

She has also worked on the formation of

business startups and IPOs.

Farsai was on the team that took NETSOL public and is the one who listed NETSOL on NASDAQ in 1999 and

has maintained its listing since then to current.

joining NETSOL in March 2000, Ms.

Farsai was an associate at the law firm of Horwitz and Beam where she represented both domestic and

international private and public clients from technology to apparel in various transactions from 1996-2000.

She has also worked on

the formation of business startups and IPOs.

Farsai was on the team that took NETSOL public and is the one who listed NETSOL on

NASDAQ in 1999 and has maintained its listing since then to current.

After two decades with the Company, Ms.

Farsai continues to work part-time as Corporate

Counsel overseeing the Company’s insurance as well as day to day corporate legal needs.

has also obtained many of NETSOL’s various trademarks.

Farsai has been actively updating and overseeing the Company’s

Corporate and Social Responsibilities (CSR) globally and has effectively established a 501(c)(3) foundation for NETSOL to continue its

charitable work internationally.

Farsai continues to

work part-time as Corporate Counsel overseeing the Company’s insurance as well as day-to-day corporate legal needs.

also obtained many of NETSOL’s various trademarks.

Farsai serves as Chair of the Board’s Cybersecurity Committee,

where she provides oversight into the Company’s insurance strategy and ensures the Board is apprised of the ongoing

implementation of enterprise-wide cybersecurity processes and procedures.

She has effectively established a 501(c)(3) foundation for

NETSOL to continue its charitable work globally.

Farsai received her B.A.

degree from University of California, Irvine and her J.D.

has been a member of the California State Bar since 1996.

She sits on the board of various charitable organizations in Los Angeles.

degree from University of California, Irvine and her

in 1996, and has been a member of the California State Bar since 1996.

She serves on the board of various charitable

organizations in Los Angeles.

and Qualifications:

18 unchanged sentences

of many charitable organizations, with a focus on helping raise funds.

Kazmi is the Chair of

the Audit Committee and is a member of the Nominating and Corporate Governance and Compensation Committees.

Kazmi is the Chair of the Audit Committee and is a member

of the Nominating and Corporate Governance and Compensation Committees.

and Qualifications :

2 unchanged sentences

business, expending its focus on business development.

FRANCIS served his first year on the Board of Directors in 2023.Mr.

FRANCIS served his first year on the Board of Directors in 2023.

Francis brings over 30 years of expertise in the banking and

18 unchanged sentences

Francis was appointed as the Chair of the Nomination

and Corporate Governance Committee and a member of the Audit and Compensation Committees.

and Corporate Governance Committee and a member of the Audit and Compensation Committees and served in these positions until the end

of his board term in June 2025.

and Qualifications :

1 unchanged sentence

of Lease and Finance as well as management proficiency.

SMITH was nominated to the Board of Directors for the first time this year in June 2025.

Smith brings over 30 years’ experience

in the financial services industry.

As a highly experienced international CEO, with BMW Groups’ largest financial services business/region,

he was responsible and accountable for a greater than $50 billion balance sheet and P&L of over $600 million NOI per year.

various roles with BMW Groups but most significantly as Chief Executive Officer for BMW Group Financial Services-USA and the Americas

from January 2017 through December 2021.

He is currently an investor in and President of MIP, Inc.

a medical textiles business operating

in the UK, Germany, Canada and other international markets.

Smith received his BTEC National Diploma, Business & Finance at Wigan

College of Technology in 1989.

He completed the Professional Management Foundation Program at the Institute of Personnel Management in

He received a post graduate certificate from Edinburgh Business School, Herriot-Watt University in 2006 and finally a Certificate

in Company Direction from the Institute of Directors in 2013.

Smith has board experience and currently serves as an advisory board

member of Spring Free EV, a US-based Fintech Company.

Smith is a member of the Audit and Compensation Committee and is chair of the

Nominating and Corporate Governance Committee.

and Qualifications :

Smith brings to the Board a seasoned expertise in automotive financial services strategy, a depth of experience

in product advancement through digitization and versatile and proven management proficiency.

of Ethics & Insider Trading Policy

Company adopted its Code of Ethics and Business Conduct, as amended and restated on September 9, 2013, applicable to every officer, director and

employee of the Company, including, but not limited to the Company’s principal executive officer, principal financial officer,

Company adopted its Code of Ethics and Business Conduct, as amended and restated on September 9, 2013, applicable to every officer, director

and employee of the Company, including, but not limited to the Company’s principal executive officer, principal financial officer,

and principal accounting officer or controller, or persons performing similar functions.

Our Code of Business Conduct & Ethics

has been posted on our website and may be viewed at https://ir.netsoltech.com/governance-docs .

Our Company has an Insider Trading

Policy which explains the insider trading rules to all employees and proscribes employee conduct as it relates to trading in shares

of stock of the Company.

Our Code of Business Conduct & Ethics has

been posted on our website and may be viewed at https://netsoltech.com/about-us/csr .

Our Company has an Insider Trading Policy

which explains the insider trading rules to all employees and proscribes employee conduct as it relates to trading in shares of stock

of the Company.

Our insider trading policy is set forth in full in the Company’s Code of Ethics and Business Conduct.

1 unchanged sentence

Caton, and Mr.

Tolentino with Mr.

Francis replacing Mr.

Tolentino after being elected to the Board in June 2023 and being appointed as a member of the

Audit Committee in September 2023.

Francis with Mr.

Smith replacing Mr.

Francis after being elected to the Board in June 2025 and being appointed as a member of the Audit

Committee in July 2025.

Kazmi is the current Chair of the Audit Committee.

15 unchanged sentences

11-EXECUTIVE COMPENSATION

Compensation Committee is responsible for establishing and overseeing compensation programs that comply with NetSol’s executive

compensation philosophy.

As described in this Compensation Discussion and Analysis (“CD&A”), the Compensation Committee

follows a disciplined process for setting executive compensation.

This process involves analyzing factors such as company performance,

individual performance, strategic goals and competitive market data to arrive at each element of compensation.

The Compensation Committee

approves compensation decisions for all executive officers.

An independent compensation consultant helps the Compensation Committee by

providing advice, information, and an objective opinion.

This CD&A will focus on the compensation awarded to NetSol’s “named

executive officers”—the Chief Executive Officer, Chief Financial Officer, and General Counsel, Corporate Secretary.

find more complete information about all elements of compensation for the named executive officers in the following discussion and in

the Summary Compensation table that appears on page 46.

Compensation Committee is responsible for establishing and overseeing compensation programs that comply with NetSol’s

executive compensation philosophy.

As described in this Compensation Discussion and Analysis (“CD&A”), the

Compensation Committee follows a disciplined process for setting executive compensation.

This process involves analyzing factors

such as company performance, individual performance, strategic goals and competitive market data to arrive at each element of

compensation.

The Compensation Committee approves compensation decisions for all executive officers.

When needed, an independent

compensation consultant helps the Compensation Committee by providing advice, information, and an objective opinion.

will focus on the compensation awarded to NetSol’s “named executive officers”—the Chief Executive Officer,

Chief Financial Officer, and General Counsel, Corporate Secretary.

You can find more complete information about all elements of

compensation for the named executive officers in the following discussion and in the Summary Compensation table that appears on page

2024 Executive Compensation Highlights and Governance

22 unchanged sentences

we have adopted and/or maintained certain policies and practices that are in keeping with “best practices” in many areas.

Compensation Committee periodically engages an independent compensation consultant to evaluate our chief executive officer’s

The Compensation Committee may periodically engage an independent compensation consultant to evaluate our chief executive officer’s

executive compensation practices in comparison to a peer group.

do not provide excessive executive perquisites to our named executive officers.

incentive plans expressly prohibit repricing of options (directly or indirectly) without prior shareholder approval.

policy on the prevention of insider trading prohibits various types of transactions involving Company stock or securities, including

We do not provide excessive executive perquisites to our named executive officers.

Our incentive plans expressly prohibit repricing of options (directly or indirectly) without prior shareholder approval.

Our policy on the prevention of insider trading prohibits various types of transactions involving Company stock or securities, including

short sales, options trading, hedging, margin purchases and pledges.

stock ownership guidelines require our executive officers to align their long-term interests with those of our

stockholders.

policy prohibits the named executive officers from selling any newly issued shares for a period of three months, in an open market

with our fiscal year 2019 to current, we modified our compensation practices for our CEO to tie a significant portion to financial

results both on a top line and bottom-line basis.

Our stock ownership guidelines require our executive officers to align their long-term interests with those of our stockholders.

Our policy prohibits the named executive officers from selling any newly issued shares for a period of three months, in an open market

Beginning with our fiscal year 2019 to current, we modified our compensation practices for our CEO to tie a significant portion to

financial results both on a top line and bottom-line basis.

Compensation Overview

2 unchanged sentences

purchase options;

to participate generally in all group health and welfare benefit programs and tax-qualified retirement plans on the same basis as

applicable to all of our employees.

to participate generally in all group health and welfare benefit programs and tax-qualified

retirement plans on the same basis as applicable to all of our employees.

response to discussions, we have had with certain shareholders and given the percentage voting in favor of our executive compensation,

2 unchanged sentences

equity in the form of time and objective performance targets;

to participate generally in all group health and welfare benefit programs and tax-qualified retirement plans on the same basis as

applicable to all of our employees.

to participate generally in all group health and welfare benefit programs and tax-qualified

retirement plans on the same basis as applicable to all of our employees.

Compensation Committee administers the cash and non-cash compensation programs applicable to our executive officers.

8 unchanged sentences

Compensation Consultant

Compensation Committee has retained Compensation Resources, Inc.

as its independent compensation consultant.

Compensation Resources provided

chief executive officer and director compensation consulting services to the Compensation Committee, including a competitive market analysis

of peers and the base salary, total cash compensation and total direct compensation.

Interactions with Compensation Resources was limited

to the Compensation Committee Chair and interaction with executives was generally limited to discussions as required to compile information

at the Compensation Committee’s direction.

During fiscal year 2024, Compensation Resources did not provide services to the Company.

Based on these factors and its own evaluation of Compensation Resources independence pursuant to the requirements approved and adopted

by the SEC, the Compensation Committee has determined that the work performed by Compensation Resources does not raise any conflicts

Compensation Committee retained Compensation Resources, Inc.

as its independent compensation consultant in prior years.

Resources, Inc., when consulted, provides chief executive officer and director compensation consulting services to the Compensation

Committee, including a competitive market analysis of peers and the base salary, total cash compensation and total direct

compensation.

Interactions with Compensation Resources was limited to the Compensation Committee Chair and interaction with

executives was generally limited to discussions as required to compile information at the Compensation Committee’s direction.

Based on these factors and its own evaluation of Compensation Resources’ independence pursuant to the requirements approved

and adopted by the SEC, the Compensation Committee has determined that the work performed by Compensation Resources does not raise

any conflicts of interest.

During fiscal year 2025, Compensation Resources did not provide services to the Company as there were no material changes to any executive’s compensation.

Philosophy and Objectives

29 unchanged sentences

use in setting executive compensation:

Software, Inc.

Supply Chain Solutions, Inc.

Information Systems

9 unchanged sentences

companies that have a similar number of employees as the Company.

The Compensation Committee has determined to utilize the services of

a consultant for purposes of comparing our compensation program with similarly situated companies in like industries.

The recommendations

of these consultants will be utilized by the Compensation Committee in determining the appropriate compensation packages in addition

to taking into account the unique global scale of the Company’s business.

While these consultants may make general recommendations

about the size and components of compensation, we anticipate our philosophy to continue on the basis of a pay-for-performance philosophy.

The Compensation Committee determines the appropriate

compensation packages in addition to taking into account the unique global scale of the Company’s business.

While taking into

account consultants’ general recommendations about the size and components of compensation, other publicly available compensation

information, peer groups and alike, we believe our philosophy to continue on the basis of a pay-for-performance is the best framework

for setting executive compensation.

establishing the compensation of our named Chief Executive Officer and President, we based the amounts primarily on the market data and

27 unchanged sentences

Almond’s base salary for fiscal year 2025

was $226,000 and in addition he received $24,000 in allowances.

was $275,000.

For fiscal year 2026, Mr.

Almonds salary will be $275,000.

salary for fiscal year 2024 was $233,622 and her base salary for fiscal year 2025 will be $252,312.

The Compensation Committee determined

that salary alone was an adequate basis for short term compensation, and that equity incentives would be used for the long-term elements

of incentive programs for Ms.

Almond’s salary will be $281,875.

McGlasson’s salary for fiscal

year 2025 was $252,312 and her base salary for fiscal year 2026 will be $258,620.

The Compensation Committee determined that salary alone

was an adequate basis for short term compensation, and that equity incentives would be used for the long-term elements of incentive programs

McGlasson and Mr.

102 unchanged sentences

Chief Financial Officer has an employment agreement that provides, if his employment is terminated without cause or if the executive

terminates the agreement with Good Reason, he is entitled to (a) all remaining salary to the end of the date of termination, plus salary

from the end of the employment term through the end of the first anniversary of the date of termination, and (b) the continuation by

the Company of medical and dental insurance coverage for him and his family until the end of the employment term and through the end

of the first anniversary from the date of termination.

Provided, however, if such benefits cannot be continued for this extended period,

the Executive shall receive cash (including a tax-equivalency payment for Federal, state and local income and payroll taxes assuming

Executive is in the maximum tax bracket for all such purposes) where such benefits may not be continued.

These agreements further provide

for vesting of all options and restrictive stock grants, if any.

terminates the agreement with Good Reason, he is entitled to (a) all remaining salary to the end of the date of termination, plus

salary from the end of the employment term through the end of the second anniversary of the date of termination, and (b) the

continuation by the Company of medical and dental insurance coverage for him and his family until the end of the employment term and

through the end of the second anniversary from the date of termination.

Provided, however, if such benefits cannot be continued for

this extended period, the Executive shall receive cash (including a tax-equivalency payment for Federal, state and local income and

payroll taxes assuming Executive is in the maximum tax bracket for all such purposes) where such benefits may not be continued.

These agreements further provide for vesting of all options and restrictive stock grants, if any.

Secretary of the Company has an employment agreement that provides, if she is terminated without cause or if the executive terminates

25 unchanged sentences

for Stock-Based Compensation

on July 1, 2006, we began accounting for stock-based payments, including awards under our Employee Stock Option Plans, in accordance

with the of Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation – Stock Compensation .

We account for stock-based payments, including awards under our Employee Stock Option Plans, in accordance with the of

Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation – Stock

Compensation .

following table shows the compensation for the fiscal years ended June 30, 2025 and 2024, earned by our Chairman and Chief Executive

13 unchanged sentences

$ 1,045,714 (5)

$ 250,000 (6)

$ 920,000 (5)

Roger K Almond

4 unchanged sentences

Ghauri’s bonus structure as detailed on page 39.

Najeeb Ghauri’s compensation agreement, he received $200,000 in allowances, perquisites and benefits such as car allowance,

insurance premiums, and home office allowance for the fiscal years ended June 30, 2024 and 2023.

Najeeb Ghauri and Mr Naeem Ghauri were granted 50,000 options at an exercise price of $2.15 that vested immediately with a one-year

expiration and have been fully exercised.

Najeeb Ghauri’s compensation agreement, other compensation includes a fixed allowance of $200,000 to cover perquisites

and benefits such as car allowance, insurance premiums, and home office allowance.

In addition, other compensation includes Company contributions

under the 401(k) plan for the fiscal years ended June 30, 2025, and 2024.

Consists of $815,714 and $780,000 base salary and $230,000 and $140,000 commission for the fiscal years ended June 30, 2025, and 2024,

respectively.

Naeem Ghauri’s compensation agreement, he received $nil and $47,220 in allowances, perquisites and benefits for the fiscal

years ended June 30, 2024 and 2023, respectively.

Consists of $13,713 and $12,871 paid for medical and dental insurance premiums for participation in the health insurance program for

the fiscal years ended June 30, 2024 and 2023, respectively, and $24,000 paid as car allowance for the years ended June 30, 2024 and

Consists of $13,073 and $11,719 paid for medical and dental insurance premiums for participation in the health insurance program for

the fiscal years ended June 30, 2024 and 2023, respectively.

Naeem Ghauri’s compensation agreement, he received $250,000 and $nil in bonus for the fiscal years ended June 30, 2025,

and 2024, respectively.

Consists of employer-paid medical and dental insurance premiums and the Company contributions under the 401(k) plan for the fiscal years

ended June 30, 2025, and 2024.

Consists of employer-paid medical and dental insurance premiums and the Company contributions under the 401(k) plan for the fiscal years

ended June 30, 2025, and 2024.

of Plan-Based Awards

60 unchanged sentences

For the fiscal year 2025, Mr.

Almond was entitled to an annualized base salary of $226,000 per annum and a $2,000 per month car allowance, and eligible for annual

bonuses at the discretion of the Chief Executive Officer.

Almond’s salary for the fiscal year 2025 will be $275,000, and is

eligible for annual bonuses at the discretion of the Chief Executive Officer.

Almond was entitled to an annualized base salary of $275,000 per annum, and eligible for annual bonuses at the discretion of the Chief

Executive Officer.

Almond’s salary for the fiscal year 2026 will be $281,875, and is eligible for annual bonuses at the discretion

of the Chief Executive Officer.

In addition, Mr.

Almond is entitled to participate in the

Company’s equity incentive plans and is entitled to six weeks of paid vacation per calendar year.

Almond is entitled to participate in the Company’s equity incentive plans and

is entitled to six weeks of paid vacation per calendar year.

CFO Agreement also includes provisions respecting severance, non-solicitation, non-competition, and confidentiality obligations.

15 unchanged sentences

above summary of the CFO Agreement is qualified in its entirety by reference to the full text of the CFO Agreement, a copy of which was

filed as an exhibit to this form 10-K.

filed as an exhibit to the Company’s 10-K for the fiscal year ended June 30, 2024.

Agreement with Patti L.

7 unchanged sentences

McGlasson in January 1, 2006, and amended thereafter.

to the General Counsel Agreement, the Company agreed to employ Ms.

Pursuant to the General Counsel Agreement, the Company agreed to employ Ms.

McGlasson as its Secretary, General Counsel and Sr.

Vice President

of Legal and Corporate Affairs for one year terms.

President of Legal and Corporate Affairs for one-year terms.

According to the terms of the GC Agreement, the term of the agreement automatically

25 unchanged sentences

which are directly competitive to or intentionally injurious to the Company, or any material breach of the General Counsel Agreement

above summary of the General Counsel Agreement is qualified in its entirety by reference to the full text of the GC Agreement filed with

above summary of the General Counsel Agreement is qualified in its entirety by reference to the full text of the GC, a copy of which

was filed as an exhibit to the Company’s 10-K for the fiscal year ended June 30, 2024.

Equity Awards at Fiscal Year-End

86 unchanged sentences

Net Cash Value of Options

2023, the Company adopted an Executive Officer Clawback Policy (the “Clawback Policy”) that complies with SEC and Nasdaq

requirements and standards.

The Clawback Policy requires the recovery, on a prompt and mandatory basis, of excess incentive-based compensation

received by current or former executive officers during the applicable three-year period in the event the Company is required to prepare

an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws.

events include restatements to correct errors that are material to previously issued financial statements, or that would result in a

material misstatement if corrected or left uncorrected in the current period.

Excess incentive-based compensation generally means the

amount of compensation received (on or after October 24, 2023) that exceeds the amount that would have been received based on the restated

figures, without regard to any taxes paid.

Incentive-based compensation subject to clawback includes any amounts granted, earned or vested

based wholly or in part on the attainment of financial reporting measures, including performance metrics derived from stock price or

total shareholder return .

Compensation Policy

1 unchanged sentence

Malea Farsai are not paid any fees or other compensation for services as members of our Board of Directors.

Committee relied on a survey conducted by Compensation Resources, Inc.

in setting the compensation for the non-employee members of our

Board of Directors.

Committee has previously relied on a survey conducted by Compensation Resources, Inc.

in setting compensation for the non-employee

members of our Board of Directors.

As with named executives, the aim is to compensate the Board of Directors at the mean of peer companies.

Any additional

cash and/or equity compensation for the fiscal year beginning was designed to maintain this mean.

non-employee members of our Board of Directors received as compensation for services as directors as well as reimbursement for documented

Any additional cash and/or equity compensation for the fiscal year beginning was designed to maintain this mean.

non-employee members of our Board of Directors received compensation for services as directors as well as reimbursement for documented

reasonable expenses incurred in connection with attendance at meetings of our Board of Directors and the committees thereof.

21 unchanged sentences

more executive officers serving as a member of the Company’s Board of Directors or Compensation Committee.

The 2005 stock option plan

The 2013 stock option plan

The 2015 stock option plan

Compensation Committee also takes into account the number and value of awards held by the Executive Officer in order to maintain an appropriate

level of incentive for that individual.

We do not take material nonpublic information into account when determining the timing and terms

of equity awards, nor do we time the disclosure of material nonpublic information for the purpose of affecting the value of executive

compensation.

The Compensation Committee has the authority to review extraordinary events that impact the Company’s performance

and may adjust the calculation of the number of shares earned under an award by taking into account the effect of any such extraordinary

The Compensation Committee did not make any such adjustments for Fiscal 2025.

12- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock, its only class

of outstanding voting securities as of September 15, 2024, by (i) each person who is known to the Company to own beneficially more than

5% of the outstanding common Stock with the address of each such person, (ii) each of the Company’s present directors and officers,

and (iii) all officers and directors as a group:

following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock, its only

class of outstanding voting securities as of September 18, 2025, by (i) each person who is known to the Company to own beneficially

more than 5% of the outstanding common Stock with the address of each such person, (ii) each of the Company’s present

directors and officers, and (iii) all officers and directors as a group:

Number of Shares

2 unchanged sentences

Najeeb Ghauri

Syed Kausar Kazmi

Michael Francis**

1 unchanged sentence

The Vanguard Group

All officers and directors as a group (eight persons)

All officers and directors as a group (nine persons)

Less than one percent

Michael Francis is no longer a director of the Company

Except as otherwise indicated, the Company believes that the beneficial owners of the common stock listed below, based on information

13 unchanged sentences

Shares issued and outstanding as of September 18, 2025 were 11,785,540.

5% or greater shareholder based on Schedule 13G filing on January 30, 2024.

5% or greater shareholder based on Schedule 13G filing on February 13, 2024.

2 unchanged sentences

than compensation arrangements for our executive officers and directors, which are described under “Executive and Director Compensation”,

since July 1, 2023, there are no transactions to which we were a party in which (i) the amount involved exceeded or will exceed the lesser

of $120,000 of one percent (1%) of our average total assets at year-end for the last two completed fiscal years and (ii) any of our directors,

executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household

with, any of the foregoing persons, had or will have a direct or indirect material interest.

since July 1, 2024, and as described below, there are no transactions to which we were a party in which (i) the amount involved exceeded

or will exceed the lesser of $120,000 of one percent (1%) of our average total assets at year-end for the last two completed fiscal years

and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family

of, or person sharing the household with, any of the foregoing persons, had or will have a direct or indirect material interest.

Ghauri, our Chief Executive Officer, has immediate family members employed by the Company.

These family members are compensated in accordance

with the Company’s standard employment and compensation practices applicable to employees in similar positions.

Other than compensation,

there are no related-party transactions with these individuals requiring disclosure under Item 404 of Regulation S-K.

Compensation information

for Naeem Ghauri, who serves as an executive officer of the Company, is included in the Summary Compensation Table under Item 11 of this

Form 10-K on page 40.

Company employs Ms.

Aiesha Ghauri, the spouse of Mr.

Najeeb Ghauri, as HR director.

Her total compensation for fiscal years 2025 and

2024 was $122,000 and $112,000, respectively.

The Company employs Mr.

Faizaan Ghauri, Mr.

Najeeb Ghauri’s son, as Chief Strategy

His total compensation for fiscal years 2025 and 2024 was $313,000 and $295,000, respectively.

The Company employs Mr.

Najeeb Ghauri’s son, as Vice President-Digital Retail.

His total compensation for fiscal years 2025 and 2024 was $319,000

and $178,000, respectively.

Najeeb Ghauri’s brother, Salim Ghauri, was a co-founder of the Company and is CEO of NetSol Technologies

Limited, the company’s Pakistani subsidiary.

His compensation for fiscal years 2025 and 2024 was $648,000 and $618,000, respectively.

Compensation for the purpose of this disclosure includes salary, bonuses, commissions, equity awards and other benefits such as medical

and 401(k) employer matching.

Nasdaq Stock Market LLC (“Nasdaq”) requires that a majority of our board of directors must be composed of “independent

3 unchanged sentences

The board has determined that Mark Caton, Kausar

Henry Tolentino, and Michael Francis are “independent”.

Our board currently consists of three independent directors

and two non-independent directors.

Tolentino’s term ended in June 2024 and Mr.

Francis was elected to the Board of Directors

in June 2024.

Kazmi, Michael Francis, and Ian Smith are “independent”.

Our board currently consists of three independent directors and

two non-independent directors.

Francis’s term ended in June 2025, and Mr.

Smith was elected to the Board of Directors in June

PRINCIPAL ACCOUNTANT FEES AND SERVICES

the fiscal year ended June 30, 2024, we engaged two independent registered public accounting firms due to a change in auditors during

Borgers CPA PC (“BF Borgers”) was engaged

to audit our financial statements and perform review services for the fiscal year ended June 30, 2023.

We incurred fees of $262,500

for these audit services.

In addition, BF Borgers was engaged to review our quarterly financial statements for the first two quarters

of fiscal year ended 2024, for which we incurred fees of $60,000.

to subsequent sanctions imposed by the SEC on BF Borgers, we engaged Fortune CPA (“Fortune”) to re-audit the financial

statements for the fiscal year ended June 30, 2023, and to audit our financial statements for the fiscal year ended June 30, 2024.

In addition, Fortune reviewed our quarterly financial statements for the third quarter of fiscal year 2024 and 2023.

The total amount

paid to Fortune for these services was $563,500.

CPA (“Fortune”) audited the Company’s financial statements for the fiscal year ended June 30, 2025.

The aggregate fees

billed by principal accountants for the annual audit and review of financial statements included in the Company’s Form 10-K, was

$401,700 for the year ended June 30, 2025.

Borgers was engaged to review our quarterly financial statements for the first two quarters of fiscal year ended 2024, for which we incurred

fees of $60,000.

Due to subsequent sanctions imposed by the SEC on BF Borgers, we engaged Fortune to re-audit the financial statements

for the fiscal year ended June 30, 2023, and to audit our financial statements for the fiscal year ended June 30, 2024.

Fortune reviewed our quarterly financial statements for the third quarter of fiscal year 2024 and 2023.

The total amount paid to Fortune

for these services was $563,500.

fees for fiscal year 2025 were $19,500 and consisted of the preparation of the Company’s federal and state tax returns for the

fiscal years 2023.

fiscal year 2024.

Tax fees for fiscal year 2024 were $19,000 and consisted of the preparation of the Company’s federal and state

tax returns for the fiscal year 2023.

other fees were paid to principal accountant during the fiscal years 2024 and 2023.

other fees were paid to the principal accountant during the fiscal years 2025 and 2024.

Audit Committee and the Board of Directors are responsible for the engagement of the independent auditors and for approving, in advance,

5 unchanged sentences

The policy, which is to be reviewed and re-adopted at least annually by the Audit Committee:

Approves the performance by the independent auditors of certain types of service (principally audit-related and tax), subject to

restrictions in some cases, based on the Committee’s determination that this would not be likely to impair the independent

auditors’ independence from NETSOL;

Requires that management obtain the specific prior approval of the Audit Committee for each engagement of the independent auditors

to perform other types of permitted services;

Prohibits the performance by the independent auditors of certain types of services due to the likelihood that their independence

would be impaired.

the performance by the independent auditors of certain types of service (principally audit-related and tax), subject to restrictions

in some cases, based on the Committee’s determination that this would not be likely to impair the independent auditors’ independence

(ii) Requires

that management obtain the specific prior approval of the Audit Committee for each engagement of the independent auditors to perform

other types of permitted services;

(iii) Prohibits

the performance by the independent auditors of certain types of services due to the likelihood that their independence would be impaired.

approval required under the policy must be given by the Audit Committee, by the Chair of the Committee in office at the time, or by any

16 unchanged sentences

tend to reduce the independent auditors’ ability to exercise independent judgment in performing the audit.

services provided by Fortune CPA in the fiscal year ended June 30, 2025, were pre-approved by the Audit Committee.

15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

Amendments to and Original Articles of Incorporation of NetSol Technologies from the inception date of March 18, 1997 to the most recent Amendment on August 6, 2012.

and Restated Articles of Incorporation filed with the Nevada Secretary of State on June 26,

and Restated Bylaws of NetSol Technologies, Inc.

2 unchanged sentences

Purchase Agreement dated May 6, 2006 by and between the Company, McCue Systems, Inc.

and the shareholders of McCue Systems, Inc.

incorporated by reference as Exhibit 2.1 to NETSOL’s Current Report filed on form 8-K on May 8, 2006.

the shareholders of McCue Systems, Inc.

incorporated by reference as Exhibit 2.1 to NETSOL’s

Current Report filed on form 8-K on May 8, 2006.

10.2 Employment Agreement by and between the Company and Patti L.

3 unchanged sentences

Almond dated September 25, 2024.*

2005 Stock Option Plan incorporated by reference as Exhibit 1.1 to NETSOL’s Definitive Proxy Statement filed on March 3, 2006.

2011 Equity Incentive and Nonstatutory Plan incorporated by reference as Appendix A to NETSOL’s Proxy Statement filed on April

2013 Equity Incentive Plan incorporated by reference as Appendix A to NETSOL’s Definitive Proxy Statement filed on May 29,

2025 Equity Incentive Plan incorporated by reference as Appendix B to NETSOL’s Definitive

Proxy Statement filed on May 1, 2025.

10.6 Restated

Charter of the Compensation Committee dated effective September 10, 2013.

10.7 Restated

Charter of the Nominating and Corporate Governance Committee dated effective September 10,

10.8 Restated

Charter of the Audit Committee dated effective September 10, 2013.

10.9 Restated

Code of Business Conduct & Ethics dated effective September 10, 2013.

2015 Equity Incentive Plan incorporated by reference as Appendix A to NETSOL’s Definitive Proxy Statement filed on April 15,

list of all subsidiaries of the Company (1)

5 unchanged sentences

pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CEO) (1)

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Act of 2002 (CEO) (1)

32.2 Certification

pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002 (CFO) (1)

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Act of 2002 (CFO) (1)

Technologies Inc.

Clawback Policy (1)

101.INS Inline

XBRL Instance Document

101.SCH Inline

XBRL Taxonomy Extension Schema Document

101.CAL Inline

XBRL Taxonomy Extension Calculation Linkbase Document

101.DFE Inline

XBRL Taxonomy Extension definition Linkbase Document

101.LAB Inline

XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline

XBRL Taxonomy Extension Presentation Linkbase Document

13 unchanged sentences

September 29, 2025

Executive Officer

/S/ NAJEEB U.

Chief Executive Officer

Director, Chairman

September 29, 2025

Financial Officer

Accounting Officer

Chief Financial Officer

Principal Accounting Officer

September 29, 2025

/S/ MARK CATON

September 29, 2025

/S/ MALEA FARSAI

September 29, 2025

MICHAEL FRANCIS

September 29, 2025

/S/ KAUSAR KAZMI

TECHNOLOGIES, INC.

7 unchanged sentences

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

the shareholders and the board of directors of NetSol Technologies, Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of NetSol Technologies, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of NetSol Technologies, Inc.

(the “Company”) and its subsidiaries as

of June 30, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’

(the “Company”) and its subsidiaries

as of June 30, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’

equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

36 unchanged sentences

have served as the Company’s auditor since 2024.

September 30, 2024

TECHNOLOGIES, INC.

1 unchanged sentence

Balance Sheets

Current assets:

Cash and cash

Accounts receivable, net

of allowance of $ 398,809 and $ 420,354

Revenues in excess of billings,

net of allowance of $ 116,148 and $ 1,380,141

and cash equivalents

receivable, net of allowance of $ 355,464 and $ 398,809

in excess of billings, net of allowance of $ 34,496 and $ 116,148

current assets

Revenues in excess of billings, net - long

Property and equipment, net

Right of use assets - operating leases

Intangible assets, net

LIABILITIES AND STOCKHOLDERS’

in excess of billings, net - long term

and equipment, net

of use assets - operating leases

AND STOCKHOLDERS’ EQUITY

payable and accrued expenses

portion of loans and obligations under finance leases

portion of operating lease obligations

current liabilities

Accounts payable and accrued

Current portion of loans

and obligations under finance leases;

Current portion of operating

lease obligations

current liabilities

Loans and obligations under finance leases;

less current maturities

Operating lease obligations;

lease obligations;

less current maturities

Stockholders’ equity:

Preferred stock, $ .01 par value;

Stockholders’

stock, $ .01 par value;

500,000 shares authorized;

Common stock, $ .01 par

stock, $ .01 par value;

18,000,000 shares authorized;

12,359,922 shares issued and 11,420,891 outstanding as of June 30, 2024 , 12,284,887 shares

issued and 11,345,856 outstanding as of June 30, 2023

Additional paid-in-capital

Treasury stock (at cost, 939,031 shares as

of June 30, 2024 and June 30, 2023)

12,700,465 shares issued and 11,761,434 outstanding as of June 30,

2025 , 12,359,922 shares issued and 11,420,891 outstanding as of June 30, 2024

paid-in-capital

stock (at cost, 939,031 shares as of June 30, 2025 and June 30, 2024)

( 3,920,856 )

Accumulated deficit

( 41,289,080 )

11 unchanged sentences

Statements of Operations

Net Revenues:

Subscription and support

Total net revenues

Cost of revenues

Operating expenses:

Selling, general and administrative

general and administrative

and development cost

operating expenses

Income (loss) from operations

( 8,779,958 )

Other income and (expenses)

Interest expense

( 1,142,166 )

Interest income

Gain (loss) on foreign

currency exchange transactions

(loss) from operations

income and (expenses)

( 1,142,166 )

Share of net loss from

equity investment

(loss) on foreign currency exchange transactions

( 1,187,320 )

income (expense)

other income (expenses)

Net income (loss) before

( 3,217,913 )

income before income taxes

tax provision

( 1,476,338 )

Net income (loss)

( 1,145,518 )

2 unchanged sentences

( 1,394,056 )

income (loss) attributable to NetSol

$ ( 5,243,748 )

Net income (loss) per share:

Net income (loss) per common

Weighted average number of shares outstanding

income attributable to NetSol

income per share:

income per common share

average number of shares outstanding

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

2 unchanged sentences

Statements of Comprehensive Income (Loss)

For the Years

Net income (loss)

$ ( 5,243,748 )

Other comprehensive income

Translation adjustment

( 10,184,324 )

comprehensive income (loss):

adjustment attributable to non-controlling interest

translation adjustment

( 6,612,071 )

Comprehensive

income (loss) attributable to NetSol

$ ( 11,855,819 )

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

4 unchanged sentences

Stockholders’

Balance at June 30, 2022

$ 128,218,247

$ ( 3,920,856 )

$ ( 39,652,438 )

at June 30, 2024

$ 128,783,865

Common stock issued for:

Adjustment in APIC for change

in subsidiary shares to non-controlling interest

Fair value of subsidiary

options issued

Acquisition of non-controlling

interest in subsidiary

Foreign currency translation

$ ( 3,920,856 )

1 unchanged sentence

$ ( 45,935,616 )

income (loss) for the year

of common stock options

stock issued for:

of subsidiary shares

of subsidiary treasury shares

( 1,503,662 )

Balance at June 30,

in APIC for change in subsidiary shares to non-controlling interest

value of options issued

to non-controlling interest

currency translation adjustment

at June 30, 2025

$ 129,529,901

8 unchanged sentences

Stockholders’

Balance at June 30, 2023

at June 30, 2023

$ 128,476,048

6 unchanged sentences

$ ( 45,975,156 )

Common stock issued for:

of options issued

stock issued for:

options issued

value of options issued

of subsidiary options issued

Fair value of subsidiary options issued

Foreign currency translation

Net income (loss) for

Balance at June 30,

subsidiary options issued

value of subsidiary options issued

currency translation adjustment

at June 30, 2024

$ 128,783,865

10 unchanged sentences

Statements of Cash Flows

For the Years

Cash flows from operating

$ ( 4,144,473 )

Adjustments to reconcile

net income (loss) to net cash provided by operating activities:

Depreciation and amortization

Provision (reversal) for

Impairment and share of

net loss from investment under equity method

(Gain) loss on sale of

Stock based compensation

flows from operating activities:

to reconcile net income to net cash provided by operating activities:

and amortization

for bad debts

on sale of assets

based compensation

in operating assets and liabilities:

Accounts receivable

( 1,902,382 )

in excess of billing

( 5,207,897 )

Accounts receivable - related

Revenues in excess of billing

( 1,205,456 )

Other current assets

Accounts payable and accrued

cash provided by operating activities

Cash flows from investing

Purchases of property and

current assets

payable and accrued expenses

( 6,256,395 )

cash provided by (used in) operating activities

flows from investing activities:

of property and equipment

( 1,382,770 )

of property and equipment

of subsidiary shares

cash used in investing activities

( 1,274,865 )

Cash flows from financing

Purchase of subsidiary

treasury stock

Proceeds from bank loans

flows from financing activities:

from the exercise of stock options and warrants

from exercise of subsidiary options

paid by subsidiary to non-controlling interest

of subsidiary treasury stock

( 1,503,662 )

from bank loans

on finance lease obligations and loans - net

cash provided by (used in) financing activities

cash provided by financing activities

of exchange rate changes

( 1,764,504 )

Net increase (decrease)

in cash and cash equivalents

increase (decrease) in cash and cash equivalents

( 1,769,221 )

Cash and cash equivalents

at beginning of the period

and cash equivalents at beginning of the period

and cash equivalents at end of period

3 unchanged sentences

Statements of Cash Flows (Continued)

SUPPLEMENTAL DISCLOSURES:

Cash paid during the period

NON-CASH INVESTING AND FINANCING ACTIVITIES:

paid during the period for:

INVESTING AND FINANCING ACTIVITIES:

acquired under finance lease

issued to vendor for services received

issued for accrued bonus

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

15 unchanged sentences

owned Subsidiaries

Technologies Americas, Inc.

NetSol Technologies Americas, Inc.

Connect (Private), Ltd.

Technologies Australia Pty Ltd.

NetSol Technologies Australia Pty Ltd.

(“Australia”)

Technologies Europe Limited (“NTE”)

NetSol Technologies Europe Limited (“NTE”)

Technologies (Beijing) Co.

2 unchanged sentences

Lease Services Holdings Limited (“VLSH”)

Lease Services Limited (“VLS”)

Lease Services (Ireland) Limited (“VLSIL”)

Virtual Lease Services Limited (“VLS”)

Virtual Lease Services (Ireland) Limited (“VLSIL”)

Majority-owned

Technologies, Ltd.

NetSol Technologies, Ltd.

(“NetSol PK”)

Innovation (Private) Limited (“NetSol Innovation”)

NetSol Innovation (Private) Limited (“NetSol Innovation”)

NetSol Institute of Artificial Intelligence (Private) Limited (“NIAI”)

Ascent Middle East Computer Equipment Trading LLC (“Namecet”)

7 unchanged sentences

investee, and which do not have readily determinable fair values are accounted for under the cost method.

All material inter-company accounts

have been eliminated in the consolidation.

All material inter-company

accounts have been eliminated in the consolidation.

TECHNOLOGIES, INC.

5 unchanged sentences

preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of

America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during

the reporting period.

The areas requiring significant estimates are provision for doubtful accounts, provision for taxation, useful life

of depreciable assets, useful life of intangible assets, contingencies, and estimated contract costs.

The estimates and underlying assumptions

are reviewed on an ongoing basis.

Actual results could differ from those estimates.

America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and

expenses during the reporting period.

The areas requiring significant estimates are the measurement of progress toward completion of

long-term software implementation projects, the allocation of the transaction price in multiple performance obligations, expected

credit loss on accounts receivable and revenues in excess of billings, provision for taxation, useful life of depreciable assets,

useful life of intangible assets, contingencies, the determination of stock-based compensation expense and estimated contract costs.

The estimates and underlying assumptions are reviewed on an ongoing basis.

Actual results could differ from those

and Cash Equivalents

12 unchanged sentences

maintains three bank accounts in China and nine bank accounts in the UK.

As of June 30, 2024 and 2023, the Company had uninsured deposits

related to cash deposits in accounts maintained within foreign entities of approximately $ 18,182,002 and $ 13,523,997 , respectively.

Company has not experienced any losses in such accounts.

As of June 30, 2025 and 2024, the Company had uninsured

deposits related to cash deposits in accounts maintained within foreign entities of approximately $ 16,386,079 and $ 18,182,002 , respectively.

The Company has not experienced any losses in such accounts.

Company’s operations are carried out globally.

Accordingly, the Company’s business, financial condition and results of operations

may be influenced by the political, economic and legal environments of each country and by the general state of the country’s economy.

The Company’s operations in each foreign country are subject to specific considerations and significant risks not typically associated

with companies in economically developed nations.

These include risks associated with, among others, the political, economic and legal

environments and foreign currency exchange.

The Company’s results may be adversely affected by changes in governmental policies

with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of

taxation, among other things.

may be influenced by the political, economic and legal environments of each country and by the general state of the country’s

The Company’s operations in each foreign country are subject to specific considerations and significant risks not typically

associated with companies in economically developed nations.

These include risks associated with, among others, the political, economic

and legal environments and foreign currency exchange.

The Company’s results may be adversely affected by changes in governmental

policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods

of taxation, among other things.

Receivable and Allowance for Doubtful Accounts

receivable are recorded at the invoiced amount and are non-interest bearing.

The Company maintains an allowance for doubtful accounts

for estimated losses inherent in its accounts receivable portfolio.

In establishing the required allowance, management regularly reviews

the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic trends and

changes in customer payment patterns.

Reserves are recorded primarily on a specific identification basis.

Account balances are charged

off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

The Company recognizes an allowance for credit losses in

accordance with ASC 326, Financial Instrument -Credit Losses , based on expected losses over the contractual life of the receivables.

In measuring expected credit losses, management considers historical loss experience, customer credit quality, current economic conditions,

and reasonable and supportable forecasts.

The allowance is evaluated collectively for groups of receivables with similar risk characteristics,

with specific reserves established for receivables that do not share those characteristics or when collectability is uncertain.

are written off against the allowance when collection efforts have been exhausted and recovery is not expected.

Recoveries of amounts

previously written off are recognized when received.

TECHNOLOGIES, INC.

9 unchanged sentences

if collectability becomes doubtful.

Company uses the equity investment without readily determinable fair value method to account for investments in businesses that are not

publicly traded and for which the Company does not control or have the ability to exercise significant influence over operating and financial

In accordance with this method, these investments are recorded at lower of cost or fair value, as appropriate, and are classified

as long-term.

held by the Company in businesses that are not publicly traded and for which the Company has the ability to exercise significant influence

over operating and financial management are accounted for under the equity method.

In accordance with the equity method, these investments

are originally recorded at cost and are adjusted for the Company’s proportionate share of earnings, losses and distributions.

investments are classified as long-term.

Company assesses and records impairment losses when events and circumstances indicate the investments might be impaired.

Gains and losses

are recognized when realized and recorded in other income (expense) in the accompanying Consolidated Statements of Operations.

and Equipment

1 unchanged sentence

Expenditures for maintenance and repairs are charged to earnings as incurred;

additions, renewals and

betterments are capitalized.

When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation

are removed from the respective accounts, and any gain or loss is included in operations.

Depreciation is computed using various methods

over the estimated useful lives of the assets, ranging from three to twenty years.

Following is the summary of estimated useful lives

of the assets:

additions, renewals

and betterments are capitalized.

When property and equipment are retired or otherwise disposed of, the related cost and accumulated

depreciation are removed from the respective accounts, and any gain or loss is included in operations.

Depreciation is computed

using various methods over the estimated useful lives of the assets, ranging from 3 three to twenty years .

Following is the summary

of estimated useful lives of the assets:

OF ESTIMATED USEFUL LIVES OF ASSETS

1 unchanged sentence

furniture and equipment

5 to 10 Years

under capital leases

7 unchanged sentences

the fair value.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

assets consist of capitalized software cost.

Intangible assets with finite lives are amortized over the estimated useful life and are

evaluated for impairment at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value

may not be recoverable.

The Company assesses recoverability by determining whether the carrying value of such assets will be recovered

through the discounted expected future cash flows.

If the future discounted cash flows are less than the carrying amount of these assets,

the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Development Costs

incurred to internally develop computer software products or to enhance an existing product are recorded as research and development

costs and expensed when incurred until technological feasibility for the respective product is established.

Thereafter, all software

development costs are capitalized and reported at the lower of unamortized cost or net realizable value.

Capitalization ceases when the

product or enhancement is available for general release to customers.

Company makes on-going evaluations of the recoverability of its capitalized software projects by comparing the amount capitalized for

each product to the estimated present value of expected future net income from the product.

If such evaluations indicate that the unamortized

software development costs exceed the present value of expected future net income, the Company writes off the amount which the unamortized

software development costs exceed such present value.

Capitalized and purchased computer software development costs are being amortized

ratably based on the projected revenue associated with the related software or on a straight-line basis.

and Development Costs

12 unchanged sentences

is calculated and an impairment loss equal to the excess is recorded.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

Value of Financial Instruments

4 unchanged sentences

payable and short-term debt, the carrying amounts approximate fair value due to their relatively short maturities.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

three levels of valuation hierarchy are defined as follows:

6 unchanged sentences

in excess of billings - long term

Company did not have any financial assets that were measured at fair value on a recurring basis at June 30, 2023.

Company’s financial assets that were measured at fair value on a recurring basis as of June 30, 2024, are as follows:

in excess of billings - long term

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

reconciliation for the years ended June 30, 2025 and 2024 is as follows:

SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS RECONCILIATION

billings - long term

value discount

Balance at June 30, 2022

Amortization during the period

Transfers to short term

Effect of Translation

Balance at June 30, 2023

Amortization during the period

Effect of Translation

Balance at June 30,

at June 30, 2023

during the period

of Translation Adjustment

at June 30, 2024

$ ( 152,446 )

Company used the discounted cash flow method with interest rates ranging from 7.3 % to 17.5 %, for the year ended June 30, 2024.

analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities From

Equity” and ASC 815, “Derivatives and Hedging.” Derivative liabilities are adjusted to reflect fair value

at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value

of derivatives.

The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall

fair value of the financial instruments.

In addition, the fair values of freestanding derivative instruments such as warrants and option

derivatives are valued using the Black-Scholes model.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

during the period

to short term

of Translation Adjustment

at June 30, 2025

$ ( 208,037 )

Company used the discounted cash flow method with interest rates ranging from 4.2 % to 17.5 %, for the year ended June 30, 2025 and 2024.

revenue represents billings in excess of revenue earned on contracts and are recognized on a pro-rata basis over the life of the contract.

of revenues includes salaries and benefits for technical employees, consultant costs, amortization of capitalized computer software development

costs, depreciation of computer and equipment, travel costs, and indirect costs such as rent and insurance.

of revenues includes salaries and benefits for technical employees, consultant costs, amortization of capitalized computer software

development costs, depreciation of computer and equipment, travel costs, and indirect costs such as rent and insurance.

Company expenses the cost of advertising as incurred.

8 unchanged sentences

grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

taxes are accounted for under the asset and liability method.

14 unchanged sentences

Tax positions that

meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely

of being realized upon settlement with the applicable taxing authority.

The portion of the benefits associated with tax positions taken

that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the balance sheets along

with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Applicable interest and

penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent

likely of being realized upon settlement with the applicable taxing authority.

The portion of the benefits associated with tax positions

taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the balance sheets

along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Applicable interest

and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations.

Currency Translation

6 unchanged sentences

effects of foreign currency translation adjustments are recorded to other comprehensive income.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

of Cash Flows

4 unchanged sentences

Company defines operating segments as components about which separate financial information is available that is evaluated regularly

by the chief operating decision maker in deciding how to allocate resources and in assessing performances.

The Company allocates its

resources and assesses the performance of its sales activities based on the geographic locations of its subsidiaries.

(See Note 20 “Segment

Information and Geographic Areas”)

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

The Company allocates its resources

and assesses the performance of its sales activities based on the geographic locations of its subsidiaries.

Accounting Standards Adopted by the Company :

November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

November 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” This ASU expands public entities’ segment disclosures by requiring disclosure

of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure

of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable

segment’s profit or loss and assets.

This ASU is effective for fiscal years beginning after December 15, 2023, and for interim

periods within fiscal years beginning after December 15, 2024.

This ASU is applicable to the Company’s Annual Report on Form 10-K

for the fiscal year ended June 30, 2025, and subsequent interim periods, with early application permitted.

The Company is currently evaluating

the impact of the application of this ASU on its consolidated financial statements and disclosures.

to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures

about significant segment expenses regularly provided to the chief operating decision maker (“CODM”), a description of other

segment items by reportable segment, and any additional measures of a segment’s profit or loss used by the CODM when deciding how

to allocate resources.

The Company adopted the standard on a retrospective basis and made the required annual disclosures as of June

Interim disclosures are required for periods within fiscal years beginning in the first quarter of the Company’s fiscal

As the guidance only requires additional disclosure, there were no effects of adoption on our financial position, results

of operations, or cash flows.

See Note 17 – Segment Information and Geographic Areas for the segment disclosure required under

Accounting Standards Not Yet Adopted by the Company :

December 2023, the FASB issued ASU No.

2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” This ASU

updates income tax disclosure requirements primarily by requiring specific categories and greater disaggregation within the rate reconciliation

and disaggregation of income taxes paid by jurisdiction.

This ASU is effective for annual periods beginning after December 15, 2024,

and is applicable to the Company’s fiscal year beginning July 1, 2025, with early application permitted.

The Company is currently

evaluating the impact of the application of this ASU on its consolidated financial statements and disclosures.

2023-09 – Income Taxes (Topic ASC 740) Income Taxes .

This ASU improves

the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation,

as well as disaggregated income taxes paid by jurisdiction.

The amendments are effective for annual periods beginning after December

For the Company, this corresponds to fiscal year 2026.

The amendments will be applied on a prospective basis, although retrospective

application for prior periods is permitted.

The Company expects the adoption of this ASU to result in additional disclosures but does not anticipate any impact on its financial

position, results of operations, or cash flows.

November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income

Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement

Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03.

The standard requires disclosure

of specified information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and

intangible asset amortization from each relevant expense caption.

The amendments are effective for annual reporting periods beginning

after December 15, 2026, which corresponds to the Company’s fiscal year 2028 and interim periods beginning after December 15, 2027,

which corresponds to the Company’s first quarter of fiscal 2029.

Early adoption and retrospective application are permitted but

not required.

The Company plans to adopt the standard and make the required disclosures beginning in fiscal year 2028 for annual periods

and in Q1 of fiscal 2029 for interim periods.

The Company expects the adoption of this ASU to result in additional disclosures but does

not anticipate any impact on its financial position, results of operations, or cash flows.

other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

3 – REVENUE RECOGNITION

20 unchanged sentences

The Company offers its software using the same underlying technology via two models:

a traditional on-premises

licensing model and a subscription model.

The on-premises model involves the sale or license of software on a perpetual basis to customers

who take possession of the software and install and maintain the software on their own hardware.

Under the subscription delivery model,

the Company provides access to its software on a hosted basis as a service and customers generally do not have the contractual right

to take possession of the software.

a traditional

on-premises licensing model and a subscription model.

The on-premises model involves the sale or license of software on a perpetual basis

to customers who take possession of the software and install and maintain the software on their own hardware.

Under the subscription

delivery model, the Company provides access to its software on a hosted basis as a service and customers generally do not have

the contractual right to take possession of the software.

Company generates its non-core revenue by providing business process outsourcing (“BPO”), other IT services and internet

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under

The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance

obligation is satisfied by transferring the promised good or service to the customer.

The Company identifies and tracks the performance

obligations at contract inception so that the Company can monitor and account for the performance obligations over the life of the contract.

The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as,

the performance obligation is satisfied by transferring the promised good or service to the customer.

The Company identifies and

tracks the performance obligations at contract inception so that the Company can monitor and account for the performance obligations

over the life of the contract.

Company’s contracts which contain multiple performance obligations generally consist of the initial purchase of subscription or

licenses and a professional services engagement.

License purchases generally have multiple performance obligations as customers purchase

post contract support and services in addition to the licenses.

The Company’s single performance obligation arrangements are typically

post contract support renewals, subscription renewals and services engagements.

contracts with multiple performance obligations where the contracted price differs from the standalone selling price (“SSP”)

License purchases generally have multiple performance obligations as customers

purchase post-contract support and services in addition to the licenses.

The Company’s single performance obligation arrangements

are typically post-contract support renewals, subscription renewals and services engagements.

contracts with multiple performance obligations where the contracted price differs from the standard-alone selling price (“SSP”)

for any distinct good or service, the Company may be required to allocate the contract’s transaction price to each performance

3 unchanged sentences

terms tend to vary by region, but its standard payment terms are within 30 days of invoice.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

revenue is recognized ratably over the initial subscription period committed to by the customer commencing when the product is made available

1 unchanged sentence

The initial subscription period is typically 12 to 60 months.

The Company generally invoices its customers in advance

in quarterly or annual installments and typical payment terms provide that customers make payment within 30 days of invoice.

The Company generally invoices its

customers in advance in quarterly or annual installments and typical payment terms provide that customers make payment within 30 days

Contract Support

1 unchanged sentence

maintenance period, which in most instances is one year.

Software license updates provide customers with rights to unspecified software

product updates and patches released during the term of the support period on a when-and-if available basis.

The Company’s customers

purchase both product support and license updates when they acquire new software licenses.

In addition, a majority of customers renew

their support services contracts annually and typical payment terms provide that customers make payment within 30 days of invoice.

Software license updates provide customers with rights to unspecified

software product updates and patches released during the term of the support period on a when-and-if available basis.

The Company’s

customers purchase both product support and license updates when they acquire new software licenses.

In addition, a majority of customers

renew their support services contracts annually and typical payment terms provide that customers make payment within 30 days

from professional services is typically comprised of implementation, development, data migration, training or other consulting services.

3 unchanged sentences

revenue for time-and-materials arrangements as the services are performed.

In fixed fee arrangements, revenue is recognized as services

are performed as measured by costs incurred to date, compared to total estimated costs to complete the services project.

Management applies

judgment when estimating project status and the costs necessary to complete the services projects.

A number of internal and external

factors can affect these estimates, including labor rates, utilization and efficiency variances and specification and testing requirement

Services are generally invoiced upon milestones in the contract or upon consumption of the hourly resources and payments are

typically due 30 days after invoice.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

In fixed fee arrangements, revenue is recognized as

services are performed as measured by costs incurred to date, compared to total estimated costs to complete the services project.

Management applies judgment when estimating project status and the costs necessary to complete the services projects.

of internal and external factors can affect these estimates, including labor rates, utilization and efficiency variances and specification

and testing requirement changes.

Services are generally invoiced upon milestones in the contract or upon consumption of the hourly resources

and payments are typically due 30 days after invoice.

and Internet Services

4 unchanged sentences

Disaggregated

Company disaggregates revenue from contracts with customers by category — core and non-core, as it believes it best depicts how

the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

Company disaggregates revenue from contracts with customers by category -- core and non-core, as it believes it best depicts how the

nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

Company’s disaggregated revenue by category is as follows:

OF DISAGGREGATED REVENUE BY CATEGORY

For the Years

Subscription and support

Total core revenue, net

Total non-core revenue,

Total net revenue

core revenue, net

non-core revenue, net

judgments and estimates are required under Topic 606 than were required under Topic 605.

Due to the complexity of certain contracts,

the actual revenue recognition treatment required under Topic 606 for the Company’s arrangements may be dependent on contract-specific

terms and may vary in some instances.

Due to the complexity of

certain contracts, the actual revenue recognition treatment required under Topic 606 for the Company’s arrangements may be

dependent on contract-specific terms and may vary in some instances.

is required to determine the SSP for each distinct performance obligation.

2 unchanged sentences

In instances where SSP is not directly

observable because the Company does not sell the license, product or service separately, the Company determines the SSP using information

that may include market conditions and other observable inputs.

In making these judgments, the Company analyzes various factors, including

its pricing methodology and consistency, size of the arrangement, length of term, customer demographics and overall market and economic

Based on these results, the estimated SSP is set for each distinct product or service delivered to customers.

observable because the Company does not sell the license, product or service separately, the Company determines the SSP using

information that may include market conditions and other observable inputs.

In making these judgments, the Company analyzes

various factors, including its pricing methodology and consistency, size of the arrangement, length of term, customer demographics and

overall market and economic conditions.

Based on these results, the estimated SSP is set for each distinct product or service delivered

to customers.

most significant inputs involved in the Company’s revenue recognition policies are:

1 unchanged sentence

software license, and the (2) the method of recognizing revenue for installation/customization, and other services.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

stand-alone selling price of the licenses was measured primarily through an analysis of pricing that management evaluated when quoting

11 unchanged sentences

The Company reviews its estimate of man-days required to complete implementation and customization services each reporting period.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

is recognized over time for the Company’s subscription, post contract support and fixed fee professional services that are separate

performance obligations.

For the Company’s professional services, revenue is recognized over time, generally using costs incurred

or hours expended to measure progress.

Judgment is required in estimating project status and the costs necessary to complete projects.

A number of internal and external factors can affect these estimates, including labor rates, utilization, specification variances and

testing requirement changes.

For the Company’s professional services, revenue is recognized over time, generally using costs

incurred or hours expended to measure progress.

Judgment is required in estimating project status and the costs necessary to complete

A number of internal and external factors can affect these estimates, including labor rates, utilization, specification variances

and testing requirement changes.

a group of agreements are entered at or near the same time and so closely related that they are, in effect, part of a single arrangement,

such agreements are deemed to be combined as one arrangement for revenue recognition purposes.

The Company exercises significant judgment

to evaluate the relevant facts and circumstances in determining whether agreements should be accounted for separately or as a single

The Company exercises significant

judgment to evaluate the relevant facts and circumstances in determining whether agreements should be accounted for separately or as

a single arrangement.

The Company’s judgments about whether a group of contracts comprise a single arrangement can affect the allocation

6 unchanged sentences

only when it is probable that a significant reversal in the amount of revenue recognized will not occur.

timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in receivables,

contract assets (revenues in excess of billings), or contract liabilities (unearned revenue) on the Company’s Consolidated Balance

The Company records revenues in excess of billings when the Company has transferred goods or services but does not yet have the

right to consideration.

The Company records unearned revenue when the Company has received or has the right to receive consideration

but has not yet transferred goods or services to the customer.

timing of revenue recognition may differ from the timing of invoicing to customers, and these timing differences result in

receivables, contract assets (revenues in excess of billings), or contract liabilities (unearned revenue) on the Company’s Consolidated

Balance Sheets.

The Company records revenues in excess of billings when the Company has transferred goods or services but does not yet

have the right to consideration.

The Company records unearned revenue when the Company has received or has the right to receive

consideration but has not yet transferred goods or services to the customer.

revenues in excess of billings are transferred to receivables when the rights to consideration become unconditional, usually upon completion

8 unchanged sentences

OF UNEARNED REVENUE RECONCILIATION

Unearned Revenue

at June 30, 2022

Balance at June 30, 2023

Revenue Recognized

( 23,216,573 )

at June 30, 2023

Balance at June 30, 2024

Revenue Recognized

( 29,201,839 )

at June 30, 2025

June 30, 2023, the Company recorded a provision of $ 1,275,000 against revenues in excess of billings related to an overdue balance from

a customer in the Asia-Pacific segment, which the Company determined to be uncollectible.

the year ended June 30, 2024, the Company recognized revenue of $ 7,424,262 , which was included in the unearned revenue balance at the

beginning of the period.

the year ended June 30, 2025, the Company recognized revenue of $ 8,450,000 , which was included in the unearned revenue balance at

the beginning of the period.

All other activity in unearned revenue is due to the timing of invoicing in relation to the timing of revenue

9 unchanged sentences

the Company has determined that its contracts generally do not include a significant financing component.

The primary purpose of invoicing

terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, and not to

facilitate financing arrangements.

The primary purpose

of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services,

and not to facilitate financing arrangements.

Company typically invoices its customers for subscription and support fees in advance on a quarterly or annual basis, with payment due

5 unchanged sentences

The Company has applied the following practical expedients:

The Company does not evaluate a contract for a significant financing component if payment is expected within one year or less from the

transfer of the promised items to the customer.

The Company generally expenses sales commissions and sales agent fees when incurred when the amortization period would have been one

year or less or the commissions are based on cashed received.

The Company does not evaluate a contract for a significant financing component if payment is expected within one year

or less from the transfer of the promised items to the customer.

The Company generally expenses sales commissions and sales agent fees when incurred when the amortization period would have been one year

or less or the commissions are based on cashed received.

These costs are recorded within sales and marketing expense in the Consolidated

Statement of Operations.

The Company does not disclose the value of unsatisfied performance obligations for contracts for which the Company recognizes revenue

at the amount to which it has the right to invoice for services performed (applies to time-and-material engagements).

The Company does not disclose the value of unsatisfied performance obligations for contracts for which the Company recognizes

revenue at the amount to which it has the right to invoice for services performed (applies to time-and-material engagements).

TECHNOLOGIES, INC.

11 unchanged sentences

perform additional duties beyond new customer contract inception dates, including fulfillment duties and collections efforts.

4 – RE-CLASSIFICATION OF OTHER COMPREHENSIVE INCOME (LOSS)

Company re-classified certain foreign currency translation adjustments of foreign entities in other comprehensive income (loss) to income

(loss) for the period ended June 30, 2023.

OF RECLASSIFICATION OF FOREIGN CURRENCY TRANSLATION ADJUSTMENTS

For the Year ended June 30, 2023

Affected Line Item in the Statement

Details about Accumulated Other

Amount Reclassified from Accumulated

Consolidated Statement of Operations

Comprehensive Income (Loss) Components

Income (Loss)

Loss is Presented

Foreign currency translation gain

(loss) on liquidation of NTPK Thailand

$ ( 323,764 )

Gain on foreign currency exchange

Foreign currency translation

gain (loss) on investment in WRLD3D

Other income (expense)

Total reclassification

for the period

$ ( 974,006 )

Thailand had been a dormant company in Thailand since 2016 when it was replaced by NetSol Technologies Thailand Limited.

During the year

ended June 30, 2023, the dissolution of NTPK Thailand was finalized by Thailand’s authorities.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

4 – EARNINGS PER SHARE

6 unchanged sentences

SCHEDULE OF DILUTIVE POTENTIAL COMMON SHARES

the year ended June 30, 2024

Basic income (loss) per share:

(loss) available to common shareholders

For the year ended June 30, 2025

Basic income per share:

Effect of dilutive securities

Diluted income (loss)

Diluted income per share

the year ended June 30, 2024

Basic income (loss) per share:

(loss) available to common shareholders

$ ( 5,243,748 )

Basic income per share:

Effect of dilutive securities

Diluted income (loss)

$ ( 5,243,748 )

Diluted income per share

of June 30, 2025, 50,000 options were outstanding.

These options were not included in the computation of diluted earnings per share because

their exercise price exceeded the average market price of the Company’s common stock during the period and, therefore, their effect

would have been anti-dilutive.

of June 30, 2024, 250,000 options were outstanding.

The effect of these options on diluted earnings per share was 43,345 incremental

shares, calculated using the treasury stock method.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

5 – MAJOR CUSTOMERS

the year ended June 30, 2024, revenues from Daimler Financial Services (“DFS”) were $ 15,670,054 representing 25.5 % of revenues.

During the year ended June 30, 2023, revenues from Daimler Financial Services (“DFS”) were $ 14,982,394 representing 28.6 %

The revenues from DFS are shown in the Asia – Pacific segment.

receivable from DFS at June 30, 2024 and 2023 were $ 538,648 and $ 4,368,881 , respectively.

Revenues in excess of billings at June 30,

2024 and 2023 were $ 892,109 and $ 1,961,750 , respectively.

following table describes the revenues from major customers:

OF REVENUES AND RECEIVABLES FROM MAJOR CUSTOMERS

For the Years

Net Revenues:

Daimler Financial

BMW Financial

following table describes the receivables from major customers:

Accounts Receivable

Daimler Financial

BMW Financial

Revenue in Excess of Billing

Daimler Financial Services

BMW Financial

6 - OTHER CURRENT ASSETS

12 unchanged sentences

SCHEDULE OF REVENUE IN EXCESS OF BILLING

June 30, 2024

June 30, 2023

Revenues in excess of billings - long term

Revenues in excess of billings

Present value discount

4 unchanged sentences

The Company used the discounted cash flow method with interest rates ranging from 4.2 % to 17.5 %,

for the year ended June 30, 2024, an interest rate of 4.35 % during the year ended June 30, 2023.

for the year ended June 30, 2025 and 2024.

8 - PROPERTY AND EQUIPMENT

1 unchanged sentence

SCHEDULE OF PROPERTY AND EQUIPMENT

June 30, 2024

June 30, 2023

Office Furniture and Equipment

4 unchanged sentences

( 12,462,247 )

Property and Equipment, Net

Property and Equipment,

the years ended June 30, 2025 and 2024, depreciation expense totaled $ 1,463,783 and $ 1,595,959 , respectively.

5 unchanged sentences

June 30, 2024

Accumulated Depreciation - Net

Accumulated Depreciation

Fixed assets held under

5 unchanged sentences

SCHEDULE OF FINANCE LEASE TERM

June 30, 2024

June 30, 2023

Weighted average remaining lease term - Finance leases

Weighted average discount rate - Finance leases

average remaining lease term - Finance leases

Weighted average discount

rate - Finance leases

Company leases certain office space, office equipment and autos with remaining lease terms of 1 to 10 years under leases classified as

1 unchanged sentence

For certain leases, the Company has options to extend the lease term for additional periods ranging from 1 to

Company treats a contract as a lease when the contract conveys the right to use a physically distinct asset for a period of time in exchange

for consideration, or the Company directs the use of the asset and obtains substantially all the economic benefits of the asset.

leases are recorded as right-of-use (“ROU”) assets and lease obligation liabilities for leases with terms greater than 12

Company treats a contract as a lease when the contract conveys the right to use a physically distinct asset for a period of time in

exchange for consideration, or the Company directs the use of the asset and obtains substantially all the economic benefits of the

These leases are recorded as right-of-use (“ROU”) assets and lease obligation liabilities for leases with terms

greater than 12

ROU assets represent the Company’s right to use an underlying asset for the entirety of the lease term.

Lease liabilities

represent the Company’s obligation to make payments over the life of the lease.

A ROU asset and a lease liability are recognized

at commencement of the lease based on the present value of the lease payments over the life of the lease.

Initial direct costs are included

as part of the ROU asset upon commencement of the lease.

Since the interest rate implicit in a lease is generally not readily determinable

for the operating leases, the Company uses an incremental borrowing rate to determine the present value of the lease payments.

The incremental

borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar lease

term to obtain an asset of similar value.

For finance leases, the Company used the incremental borrowing rate implicit in the lease.

liabilities represent the Company’s obligation to make payments over the life of the lease.

An ROU asset and a lease liability

are recognized at the commencement of the lease based on the present value of the lease payments over the life of the lease.

direct costs are included as part of the ROU asset upon commencement of the lease.

Since the interest rate implicit in a lease is

generally not readily determinable for the operating leases, the Company uses an incremental borrowing rate to determine the present

value of the lease payments.

The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow

on a collateralized basis over a similar lease term to obtain an asset of similar value.

For finance leases, the Company used the

incremental borrowing rate implicit in the lease.

Company reviews the impairment of ROU assets consistent with the approach applied for the Company’s other long-lived assets.

17 unchanged sentences

SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASE

June 30, 2024

June 30, 2023

Operating lease assets, net

lease assets, net

Operating, Current

Operating, Non Current

Total Lease Liabilities

Operating, Noncurrent

Lease Liabilities

components of lease cost were as follows:

SCHEDULE OF COMPONENTS OF LEASE COST

For the Years

Ended June 30,

Amortization of finance lease assets

Interest on finance lease obligation

Operating lease cost

Short term lease cost

Sub lease income

Total lease cost

of finance lease assets

on finance lease obligation

term lease cost

term and discount rate were as follows:

SCHEDULE OF LEASE TERM AND DISCOUNT RATE

June 30, 2024

June 30, 2023

Weighted average remaining lease term - Operating leases

Weighted average discount rate - Operating leases

average remaining lease term - Operating leases

average discount rate - Operating leases

TECHNOLOGIES, INC.

3 unchanged sentences

SCHEDULE OF SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION RELATED TO LEASES

For the Years

Ended June 30,

Operating cash flows related to operating leases

Operating cash flows related to finance leases

Financing cash flows related finance leases

cash flows related to operating leases

cash flows related to finance leases

cash flows related finance leases

of operating lease liabilities were as follows as of June 30, 2025:

SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES

Within year 1

Within year 2

Within year 3

Within year 4

Within year 5

Total Lease Payments

Lease Payments

Imputed interest

Present Value of lease liabilities

Value of lease liabilities

Current portion

Non-Current portion

Company is a lessor for certain office space leased by the Company and sub-leased to others under non-cancelable leases.

Company is a lessor for certain office space leased by the Company and sub-leased to others under non-cancellable leases.

agreements provide for a fixed base rent and terminate by January 2027 .

2 unchanged sentences

to purchase the premises and no residual value guarantees.

For the years ended June 30, 2024 and 2023, the Company received lease income

of $ 33,417 and $ 31,998 , respectively.

11 – LONG-TERM INVESTMENT

Drivemate-Related

Company and Drivemate Co., Ltd.

(“Drivemate”) entered into a subscription agreement on April 25, 2019, whereby the Company

purchased an equity interest of 30 % in Drivemate and appointed two directors to the Drivemate board.

the equity method of accounting, the Company recorded its share of net income of $ 7,510 for the year ended June 30, 2023.

ended June 30, 2023, the Company performed a fair value analysis and determined that the carrying amount of the investment exceeded the

investment’s fair value;

therefore, the Company recorded an impairment of $ 1,041,482 .

The impairment expense is recorded in the

line item “share of net loss under equity method” in the “Consolidated Statement of Operations”.

October 10, 2023, a third-party company acquired 100 % of Drivemate in a share exchange valued at THB 3,000,000 (approximately $ 87,000 ).

In return, the Company will receive 1,381 shares of the third-party company, representing less than one percent ownership.

the Company’s investment was valued at approximately $ 26,000 and has been classified under “other assets” on the consolidated

balance sheet.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

following table reflects the above investments at June 30, 2024 and 2023.

SCHEDULE OF LONG TERM INVESTMENT

Net investment at June 30, 2022

Net income on investment for the year ended June 30, 2023

( 1,041,482 )

Net investment at June 30, 2023

Net investment, beginning balance

Net investment at June 30, 2024

Net investment, ending balance

12 - INTANGIBLE ASSETS

assets consisted of the following:

SCHEDULE OF INTANGIBLE ASSETS

June 30, 2024

June 30, 2023

Product Licenses - Cost

Effect of Translation Adjustment

( 24,365,719 )

( 24,756,959 )

Accumulated Amortization

( 15,029,814 )

( 22,360,107 )

expense for the years ended June 30, 2024 and 2023 was $ 126,041 and $ 1,171,641 , respectively.

For the years ended June 30, 2025 and 2024, the Company received lease

income of $ 34,180 and $ 33,417 , respectively.

10 – GOODWILL

2 unchanged sentences

SCHEDULE OF GOODWILL ACQUIRED

Entity (Segment)

June 30, 2024

June 30, 2023

NetSol PK (Asia - Pacific)

NTA (North America)

14 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

payable and accrued expenses consisted of the following:

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

June 30, 2024

June 30, 2023

Accounts Payable

Accrued Liabilities

Accrued Payroll

Accrued Payroll Taxes

Taxes Payable

Other Payable

PK (Asia - Pacific)

(North America)

TECHNOLOGIES, INC.

1 unchanged sentence

30, 2025 and 2024

11 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

payable and accrued expenses consisted of the following:

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Payroll Taxes

payable and capital leases consisted of the following:

SCHEDULE OF COMPONENTS OF NOTES PAYABLE AND CAPITAL LEASES

As of June 30, 2024

D&O Insurance

Line of Credit

Bank Overdraft Facility

Loan Payable Bank - Export Refinance

Loan Payable Bank - Running Finance

Loan Payable Bank - Export Refinance II

Loan Payable Bank - Export Refinance III

Sale and Leaseback Financing

Term Finance Facility

Short Term Financing

Subsidiary Finance Leases

As of June 30, 2023

D&O Insurance

Line of Credit

Bank Overdraft Facility

Loan Payable Bank - Export Refinance

Loan Payable Bank - Running Finance

Loan Payable Bank - Export Refinance II

Loan Payable Bank - Export Refinance III

Sale and Leaseback Financing

Term Finance Facility

Short Term Financing

Subsidiary Finance Leases

of June 30, 2025

Overdraft Facility

Payable Bank - Export Refinance

Payable Bank - Running Finance

Payable Bank - Export Refinance II

Payable Bank - Export Refinance III

and Leaseback Financing

Term Financing

Finance Leases

of June 30, 2024

Overdraft Facility

Payable Bank - Export Refinance

Payable Bank - Running Finance

Payable Bank - Export Refinance II

Payable Bank - Export Refinance III

and Leaseback Financing

Term Financing

Finance Leases

(1) The Company finances

1 unchanged sentence

insurance, for which the D&O and E&O balances are renewed on an annual basis and, as such, are recorded in current maturities.

The interest rate on these financings range from 8.6 %

as of June 30, 2024 and 2023, respectively.

The interest rates on these financings range from 8.4 % to 11.6 % and 8.6 % to 10.9 % as of June 30, 2025 and 2024, respectively.

TECHNOLOGIES, INC.

1 unchanged sentence

30, 2025 and 2024

(2) The Company has

an uncommitted discretionary demand line of credit up to an aggregate amount of $ 1,000,000

with HSBC, secured by lien on the Company’s

Company has an uncommitted discretionary demand line of credit up to an aggregate amount of $ 1,000,000

with HSBC, secured by a lien on the Company’s assets.

The annual interest rate was

as of June 30, 2024.

The total outstanding balance as of June 30, 2024 was $ nil .

7.75 % and 8.75 %

as of June 30, 2025 and 2024, respectively.

The total outstanding balance as of June 30, 2025 and 2024, was $ 405,000

respectively.

(3) The Company’s

subsidiary, NTE, has an overdraft facility with HSBC Bank plc whereby the bank would cover any overdrafts up to £ 300,000 ,

or approximately $ 379,747 .

The annual interest rate was 9.5 %%

as of June 30, 2024 and 2023.

The total outstanding balance as of June 30, 2024 and 2023 was £ nil .

subsidiary, NTE, has an overdraft facility with HSBC Bank plc whereby the bank would cover any overdrafts up to £ 300,000 , or approximately

The annual interest rate was 8.5 % and 9.5 % as of June 30, 2025 and 2024, respectively.

The total outstanding balance as of

June 30, 2025 and 2024 was £ nil.

This overdraft facility

requires that the aggregate amount of invoiced trade debtors (net of provisions for bad and doubtful debts and excluding intra-group

debtors) of NTE, not exceeding 90 days old, will not be less than an amount equal to 200 %

of the facility.

As of June 30, 2024, NTE was in compliance with this covenant.

debtors) of NTE, not exceeding 90 days old, will not be less than an amount equal to 200 % of the facility.

As of June 30, 2025, NTE

was in compliance with this covenant.

(4) The Company’s

3 unchanged sentences

The total facility amount is Rs.

or $ 1,796,558

or $ 1,741,493

at June 30, 2024 and 2023, respectively.

interest rate for the loan was 17.5 %

at June 30, 2024 and 2023, respectively.

600,000,000 or $ 2,111,561 and Rs.

500,000,000 or $ 1,796,558 at June

30, 2025 and 2024, respectively.

NetSol PK used Rs.

500,000,000 or $ 1,759,634 at June 30, 2025 and Rs.

500,000,000 or $ 1,796,558 at June

The interest rate for the loan was 8.0 % and 17.5 % at June 30, 2025 and 2024, respectively.

(5) The Company’s

2 unchanged sentences

amount is Rs.

or $ 186,688 ,

at June 30, 2024 and 2023, respectively.

The balance outstanding at June 30, 2024 and 2023 was Rs.

The interest rate for the loan was 22.2 %

at June 30, 2024 and 2023, respectively.

facilities require NetSol PK to maintain a long-term debt equity ratio of 60:40 and the current ratio of 1:1.

As of June 30, 2024,

NetSol PK was in compliance with this covenant.

4,050,937 or $ 14,256 and Rs.

53,600,000 or $ 192,591 , at June 30, 2025 and 2024, respectively.

The balance outstanding at

June 30, 2025 and 2024 was Rs.

The interest rate for the loan was 13.2 % and 22.2 % at June 30, 2025 and 2024, respectively.

These facilities require

NetSol PK to maintain a long-term debt equity ratio of 60:40 and the current ratio of 1:1.

As of June 30, 2025, NetSol PK was in

compliance with this covenant.

(6) The Company’s

3 unchanged sentences

The total facility amount is Rs.

or $ 1,365,384

or $ 1,323,535 ,

at June 30, 2024 and 2023, respectively.

The interest rate for the loan was 17.5 %

at June 30, 2024 and 2023, respectively.

the loan tenure, the facilities from Samba Bank Limited require NetSol PK to maintain at a minimum a current ratio of 1:1, an

interest coverage ratio of 4 times, a leverage ratio of 2 times, and a debt service coverage ratio of 4 times.

As of June 30, 2024,

NetSol PK was in compliance with these covenants.

380,000,000 or $ 1,337,322 and Rs.

380,000,000 or $ 1,365,384 , at

June 30, 2025 and 2024, respectively.

NetSol PK used Rs.

380,000,000 or $ 1,337,322 and Rs.

380,000,000 or $ 1,365,384 , at June 30, 2025

and 2024, respectively.

The interest rate for the loan was 8.0 % and 17.5 % at June 30, 2025 and 2024, respectively.

During the loan tenure,

the facilities from Samba Bank Limited require NetSol PK to maintain at a minimum a current ratio of 1:1, an interest coverage ratio

of 4 times, a leverage ratio of 2 times, and a debt service coverage ratio of 4 times.

As of June 30, 2025, NetSol PK was in

compliance with these covenants.

(7) The Company’s

2 unchanged sentences

The total facility amount is Rs.

or $ 3,233,804

1,300,000,000 or $ 4,575,048 and Rs.

900,000,000 or $ 3,233,804 ,

1 unchanged sentence

NetSol PK used Rs.

or $ 2,515,181

or $ 2,438,089 ,

at June 30, 2024 and 2023, respectively.

The interest rate for the loan was 17.5 %

at June 30, 2024 and 2023, respectively.

1,300,000,000 or $ 4,575,048 and Rs.

700,000,000 or $ 2,515,181 , at June 30,

2025 and 2024, respectively.

The interest rate for the loan was 8.0 % and 17.5 % at June 30, 2025 and 2024, respectively.

(8) The Company’s

1 unchanged sentence

As of June 30, 2025, NetSol PK used Rs.

of which $ 9,684

was shown as long term and $ 47,158

As of June 30, 2023, NetSol PK used

of which $ 172,849

was shown as long term and $ 148,264

The interest rate for the loan was

ranging from 22.7 %

at June 30, 2024.

The interest rate for the loan was ranging from 9.0 %

at June 30, 2023.

(9) In March 2020,

the Company’s subsidiary, VLS, entered into a loan agreement with Investec Bank PLC.

The loan amount was £ 69,549 ,

or $ 88,037 ,

for a period of 5

years with monthly payments of £ 1,349 ,

The subsidiary has paid this facility in full.

As of June 30, 2023, the subsidiary has used this facility up to $ 13,356 ,

which was shown as current.

The interest rate was 6.14 %

at June 30, 2023.

21,771,042 or $ 76,618 of which $ 46,958 was shown as long-term and $ 29,660 as current.

As of June 30, 2024, NetSol PK used Rs.

15,819,683 or $ 56,842 of which $ 9,684 was shown as long-term and $ 47,158 as current.

rate for the loan ranged between 12.3 % and 24.2 % at June 30, 2025.

The interest rate for the loan ranged between 22.7 % and 24.2 % at June

(9) The Company’s

subsidiary, NetSol Beijing , has a short term loan facility with Bank of China, secured by personal guarantee of General Manager of NetSol

Beijing for a period of one year.

The facility amount is CNY 3,000,000

or $ 412,655 .

NetSol Beijing used CNY 3,000,000

or $ 412,655 ,

at June 30, 2024.

The interest rate of the loan was 3.8 %

at June 30, 2024.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

subsidiary, NetSol Beijing, has a short-term loan facility with Bank of China, secured by the personal guarantee of the General Manager

of NetSol Beijing for a period of one year.

The facility amount was CNY 3,000,000 or $ 418,410 .

NetSol Beijing paid off this facility

during the period ended June 30, 2025.

At June 30, 2024, NetSol Beijing used CNY 3,000,000 or $ 412,655 .

The interest rate of the loan

was 3.8 % at June 30, 2025 and 2024, respectively.

(10) The Company leases

6 unchanged sentences

2025 and 2024.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

is the aggregate minimum future lease payments under capital leases as of June 30, 2025:

SCHEDULE OF AGGREGATE MINIMUM FUTURE LEASE PAYMENTS UNDER CAPITAL LEASES

Lease Payments

Minimum Lease Payments

Within year 1

Within year 2

Within year 3

Total Minimum Lease Payments

Interest Expense relating to future periods

Present Value of minimum lease payments

Expense relating to future periods

Value of minimum lease payments

Current portion

Non-Current portion

is the aggregate future long term debt payments, which consists of “Sale and Leaseback Financing (8)”, as of June 30, 2025:

SCHEDULE OF AGGREGATE FUTURE LONG TERM DEBT PAYMENTS

Loan Payments

Within year 3

Within year 2

Total Loan Payments

Loan Payments

Current portion

Non-Current portion

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

13 – INCOME TAXES

4 unchanged sentences

SCHEDULE OF CONSOLIDATED PRE-TAX INCOME (LOSS)

Years Ended June 30,

US operations

$ ( 1,719,058 )

$ ( 394,914 )

Foreign operations

Ended June 30,

$ ( 1,719,058 )

Net income before income

$ ( 3,217,913 )

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

components of the provision for income taxes are as follows:

SCHEDULE OF COMPONENTS OF PROVISION FOR INCOME TAXES

Years Ended June 30,

State and Local

Provision for income taxes

Ended June 30,

for income taxes

reconciliation of taxes computed at the statutory federal income tax rate to income tax expense (benefit) is as follows:

SCHEDULE OF RECONCILIATION OF TAXES AT STATUTORY FEDERAL INCOME TAX RATE INCOME TAX EXPENSE BENEFITS

Years Ended June 30,

Income tax (benefit) provision at statutory rate

$ ( 675,762 )

State income (benefit) taxes, net of federal tax benefit

Foreign earnings taxed at different rates

Change in valuation allowance for deferred tax assets

Provision for income taxes

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

Ended June 30,

tax (benefit) provision at statutory rate

income (benefit) taxes, net of federal tax benefit

earnings taxed at different rates

in valuation allowance for deferred tax assets

for income taxes

income tax assets and liabilities as of June 30, 2025 and 2024 consist of tax effects of temporary differences related to the following:

SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES

Years Ended June 30,

Net operating loss carry forwards

Net deferred tax assets

Valuation allowance for deferred tax assets

Ended June 30,

operating loss carry forwards

deferred tax assets

allowance for deferred tax assets

( 11,163,818 )

( 11,343,517 )

Net deferred tax assets

deferred tax assets

Company has established a full valuation allowance as management believes it is more likely than not that these assets will not be realized

in the future.

The valuation allowance increased by $ 2,877,440 for the year ended June 30, 2024.

The valuation allowance decreased by $ 179,699 for the year ended June 30, 2025.

June 30, 2025, federal and state net operating loss carry forwards in the United States of America were $ 29,570,036 and $ 8,736,297 , respectively.

4 unchanged sentences

June 30, 2025.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

of June 30, 2025, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters.

13 unchanged sentences

deferred tax liability associated with the unremitted earnings attributable to the foreign subsidiaries.

from the export of computer software and its related services developed in Pakistan was exempt from tax for the year ended June 30, 2023.

The aggregate effect of the tax holiday for June 30, 2023 was $ 1,359,169 .

The effect on basic and diluted earnings per share was $ 0.12

for June 30, 2023.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

14 - STOCKHOLDERS’ EQUITY

the years ended June 30, 2024 and 2023, the Company issued 70,035 and 58,317 shares of common stock respectively, for services rendered

by the independent members of the Board of Directors as part of their board compensation.

These shares were valued at the fair market

value of $ 159,000 and $ 159,000 , respectively, and recorded as compensation expense in the accompanying consolidated financial statements.

the year ended June 30, 2024, the Company issued 5,000 shares of common stock, to employees pursuant to the terms of their employment

These shares were valued at the fair market value of $ 9,050 and recorded as compensation expense in the accompanying consolidated

financial statements.

the years ended June 30, 2024 and 2023, the Company issued Nil and 30,000 shares of common stock for services received from one of its

These shares were valued at the fair market value of $ nil and $ 67,500 , respectively.

18 - INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN

Company maintains several Incentive and Non-Statutory Stock Option Plans (“Plans”) for its employees and consultants.

granted under these Plans to an employee of the Company become exercisable over a period of no longer than ten ( 10 ) years and no less

than twenty percent ( 20 %) of the shares are exercisable annually.

Options are not exercisable, in whole or in part, prior to one ( 1 )

year from the date of grant unless the Board of Directors specifically determines otherwise, as provided.

types of options may be granted under these Plans:

(1) Incentive Stock Options (also known as Qualified Stock Options) which may only

be issued to employees of the Company and whereby the exercise price of the option is not less than the fair market value of the common

stock on the date it was reserved for issuance under the Plan;

and (2) Non-statutory Stock Options which may be issued to either employees

or consultants of the Company and whereby the exercise price of the option may be less than the fair market value of the common stock

on the date it was reserved for issuance under the plan.

Grants of options may be made to employees and consultants without regard to

any performance measures.

All options issued pursuant to the Plan are nontransferable and subject to forfeiture.

Plans provide for the grant of equity-based awards, including options, stock appreciation rights, restricted stock awards or performance

share awards or any other right or interest relating to shares or cash, to eligible participants.

The Plans contemplate the issuance

of common stock upon exercise of options or other awards granted to eligible persons under the Plans.

Shares issued under the Plans may

be both authorized and unissued shares or previously issued shares acquired by the Company.

Upon termination or expiration of an unexercised

option, stock appreciation right or other stock-based award under the Plans, in whole or in part, the number of shares of common stock

subject to such award again becomes available for grant under the Plans.

Any shares of restricted stock forfeited as described below

will become available for grant.

The maximum number of shares that may be granted to any one participant in any calendar year may not

exceed 50,000 shares.

All options issued pursuant to the Plan are nontransferable and subject to forfeiture.

granted under the Plans are not generally transferable and must be exercised within 10 years, subject to earlier termination upon termination

of the option holder’s employment, but in no event later than the expiration of the option’s term.

The exercise price of

each option may not be less than the fair market value of a share of the Company’s common stock on the date of grant (except in

connection with the assumption or substitution for another option in a manner qualifying under Section 424(a) of the Internal Revenue

Code of 1986, as amended.

the years ended June 30, 2025 and 2024, the Company issued 58,335

shares of common stock, respectively, to the independent Board

of Directors as part of their board compensation.

The grant date fair value of the shares was $ 159,000

for each period, and was recorded as compensation expense in the accompanying

consolidated financial statements.

the year ended June 30, 2025, the Company issued 59,528 shares of common stock to the CEO for his bonus earned in fiscal year 2024.

fair market value of the shares was $ 151,201 .

the year ended June 30, 2025, the Company issued 2,680

shares of common stock to a consultant pursuant to the terms of his consultancy agreement.

The grant date fair value of the shares

and was recorded as compensation expense in the accompanying consolidated financial statements.

the year ended June 30, 2024, the Company issued 5,000

shares of common stock to employees pursuant to the terms of their employment agreements.

The grant date fair value of the shares

and was recorded as compensation expense in the accompanying consolidated financial statements.

15 – EQUITY INCENTIVE PLAN

the Company’s 2025 annual meeting of shareholders, the shareholders approved the 2025 Equity Incentive Plan (the “2025 Plan”).

The 2025 Plan is the Company’s sole active equity compensation plan and provides for the grant of stock options, stock appreciation

rights, restricted stock, restricted stock units, performance awards, and other stock-based awards to employees, directors, and consultants.

The maximum number of shares of common stock authorized for issuance under the 2025 Plan is 1,100,000 .

Shares subject to awards that

are forfeited, canceled, or expire without being exercised become available for grant under the plan.

The 2025 Plan is administered by

the Compensation Committee of the Board of Directors, which has discretion to determine the terms of awards, including vesting and performance

The exercise price of stock options may not be less than the fair market value of the Company’s common stock on the

date of grant, and the maximum term of any option is ten years .

As of June 30, 2025, the remaining shares to be granted are 998,109 under

the 2025 Plan.

TECHNOLOGIES, INC.

1 unchanged sentence

30, 2025 and 2024

stock options granted to any participant who owns 10 % or more of the Company’s outstanding common stock (a “Ten Percent Shareholder”)

must have an exercise price equal to or exceeding 110 % of the fair market value of a share of our common stock on the date of the grant

and must not be exercisable for longer than five years.

Options become vested and exercisable at such times or upon such events and subject

to such terms, conditions, performance criteria or restrictions as specified by the Board of Directors.

The maximum term of any option

granted under the 2015 Plan is ten years, provided that an incentive stock option granted to a Ten Percent Shareholder must have a term

not exceeding five years.

the Plans, a participant may also be awarded a “performance award,” which means that the participant may receive cash, stock

or other awards contingent upon achieving performance goals established by the Board of Directors.

The Board of Directors may also make

“deferred share” awards, which entitle the participant to receive the Company’s stock in the future for services performed

between the date of the award and the date the participant may receive the stock.

The vesting of deferred share awards may be based on

performance criteria and/or continued service with the Company.

A participant who is granted a “stock appreciation right”

under the Plan has the right to receive all or a percentage of the fair market value of a share of stock on the date of exercise of the

stock appreciation right minus the grant price of the stock appreciation right determined by the Board of Directors (but in no event

less than the fair market value of the stock on the date of grant).

Finally, the Board of Directors may make “restricted stock”

awards under the Plans, which are subject to such terms and conditions as the Board of Directors determines and as are set forth in the

award agreement related to the restricted stock.

As of June 30, 2024, the remaining shares to be granted are 141 under the 2005 Plan,

2,524 under the 2013 Plan and 35,987 under the 2015 Plan.

following table summarizes stock grants awarded as compensation:

1 unchanged sentence

Number of shares

Weighted Average Grant Date Fair Value ($)

Unvested, June 30, 2022

Unvested, June 30, 2023

Unvested, June 30, 2024

Average Grant Date Fair Value ($)

June 30, 2023

June 30, 2024

June 30, 2025

the years ended June 30, 2025 and 2024, the Company recorded compensation expense of $ 167,333 and $ 168,050 , respectively.

average grant date fair value is determined by the Company’s closing stock price on the grant date.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

59,528 shares were issued to the CEO for his bonus, which was earned during fiscal year 2024.

The weighted average grant date fair value

is determined by the Company’s closing stock price on the grant date.

stock purchase options consisted of the following:

SCHEDULE OF COMMON STOCK PURCHASE OPTIONS

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life (in years)

Aggregated Intrinsic Value

Outstanding and exercisable, June 30, 2023

Expired / Cancelled

Outstanding and exercisable, June 30, 2024

Average Exercise Price

Average Remaining Contractual Life (in years)

Intrinsic Value

and exercisable, June 30, 2023

and exercisable, June 30, 2024

and exercisable, June 30, 2025

aggregate intrinsic value at June 30, 2025 represents the difference between the Company’s closing stock price of $ 3.11 on June

30, 2025 and the exercise price of the in-the-money stock options.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

following table summarizes information about stock options outstanding and exercisable at June 30, 2025.

SUMMARY OF STOCK OPTIONS OUTSTANDING

Exercise Price

Number Outstanding and Exercisable

Weighted Average Remaining Contractual Life

Weighted Average Exercise Price

the year ended June 30, 2024, the Company granted 250,000 options to officers and employees with an exercise price of $ 2.15 per share,

an expiration date of one year , and immediate vesting.

Outstanding and Exercisable

Average Remaining Contractual Life

Average Exercise Price

the year ended June 30, 2025, the Company granted 50,000

options to a consultant with an exercise price of $ 2.94

per share, a 2 two-year

expiration date, and immediate vesting.

Using the Black-Scholes method to value the options, the Company recorded $ 25,149

in compensation expense for these options in the accompanying consolidated financial statements.

the year ended June 30, 2024, the Company granted 250,000

options to officers and employees with an exercise price of $ 2.15

per share, a 1 one-year expiration date, and immediate vesting.

Using the Black-Scholes method to value the options, the Company

recorded $ 101,424

in compensation expense for these options in the accompanying consolidated financial statements.

The fair market value was

calculated using the Black-Scholes option pricing model with the following assumptions:

calculated using the Black-Scholes option pricing model.

following table includes the assumptions used in the calculations:

OF SHARE OPTION ASSUMPTIONS

interest rate

life – 6 months

volatility – 63.6 %

dividend - 0 %

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

determining the fair value of share options, the Company utilized the simplified method to estimate the expected term for certain share

option grants.

The simplified method was applied due to the Company’s lack of sufficient historical data on employee exercise behavior,

which would otherwise be necessary to develop a more precise estimate of the expected term.

The simplified method estimates the expected

term as the midpoint between the vesting period and the contractual term of the options.

determining the fair value of share options, the Company utilized historical volatility as the basis for its expected volatility assumption.

Historical volatility was calculated using the daily closing prices of the Company’s common stock over a period commensurate with

the expected term of the share options.

determining the fair value of share options, the Company utilized the simplified method to estimate the expected term

for certain share option grants.

The simplified method was applied due to the Company’s lack of sufficient historical data on employee

exercise behavior, which would otherwise be necessary to develop a more precise estimate of the expected term.

The simplified method

estimates the expected term as the midpoint between the vesting period and the contractual term of the options.

determining the fair value of share options, the Company utilized historical volatility as the basis for its expected volatility

Historical volatility was calculated using the daily closing prices of the Company’s common stock over a period commensurate

with the expected term of the share options.

The Company determined that historical volatility was an appropriate measure of future expectations,

9 unchanged sentences

to these plans.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

17 – SEGMENT INFORMATION AND GEOGRAPHIC AREAS

5 unchanged sentences

license fees for leasing

and asset-based software, related post contract support fees, and implementation and IT consulting services.

Separate management of each

segment is required because each business unit is subject to different operational issues and strategies due to their particular regional

The Company accounts for intra-company sales and expenses as if the sales or expenses were to third parties and eliminates

them in the consolidation.

following table presents a summary of identifiable assets as of June 30, 2024 and 2023:

SUMMARY OF IDENTIFIABLE ASSETS

June 30, 2024

June 30, 2023

Identifiable assets:

Corporate headquarters

North America

Asia - Pacific

Identifiable assets

following table presents a summary of revenue streams by segment for the years ended June 30, 2024 and 2023:

SUMMARY OF REVENUE STREAMS

Subscription and support

North America

and asset-based software, subscription and support fees, and implementation and IT consulting services.

Separate management of each segment

is required because each business unit is subject to different operational issues and strategies due to its particular regional location.

The Company’s chief operating decision maker (“CODM”) evaluates performance and allocates resources based on gross

profit and income from operations.

The Company has designated its Chief Executive Officer as the CODM.

assets include all assets attributable to operations within the respective geographic regions, including cash, accounts receivable, revenue

in excess of billings, and property, plant, and equipment.

Corporate assets, which primarily consist of cash and cash equivalents, goodwill,

and assets associated with the Company’s corporate headquarters, are not allocated to the geographic segments and are shown separately.

accounting policies of the reportable segments are the same as those described in Note 1, “Summary of Significant Accounting Policies.”

Intersegment revenues are eliminated in consolidation.

year results have been restated to conform to the current year presentation, reflecting the use of gross profit and income from operations

as the measures of segment performance evaluated by the CODM.

TECHNOLOGIES, INC.

1 unchanged sentence

30, 2025 and 2024

following table presents a summary of operating information for the years ended June 30:

SUMMARY OF OPERATING INFORMATION

For the Years

Ended June 30,

Revenues from unaffiliated customers:

North America

Asia - Pacific

Revenues from unaffiliated customers

Revenue from affiliated customers

Asia - Pacific

Intercompany revenue

Asia - Pacific

Net income (loss) after taxes and before non-controlling interest:

Corporate headquarters

following tables present financial information by reportable segment for the year ended June 30, 2025:

OF FINANCIAL INFORMATION BY REPORTABLE SEGMENT

the Year Ended

revenue from reportable segments

of intersegment revenues

( 7,000,458 )

consolidated revenues

from reportable segments

and consultants

and marketing

and administrative

(loss) from operations - reportable segments

$ ( 549,610 )

North America

Asia - Pacific

Reconciliation:

(loss) from operations - reportable segments

operating expenses

( 5,520,782 )

(loss) on foreign currency exchange transactions

income (expense)

income (loss) before income taxes

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

receivable, net of allowance

in excess of billings, net of allowance

segment assets (b)

segment assets

Reconciliation

assets for reportable segments

not allocated to segments

the year ended June 30, 2025

for property, plant and equipment

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

following tables present financial information by reportable segment for the year ended June 30, 2024:

the Year Ended

revenue from reportable segments

of intersegment revenues

( 3,061,465 )

Net income (loss) after taxes and before non-controlling interest

consolidated revenues

from reportable segments

and consultants

and marketing

and administrative

(loss) from operations - reportable segments

Reconciliation:

(loss) from operations - reportable segments

operating expenses

( 5,552,313 )

Depreciation and amortization:

North America

Asia - Pacific

Depreciation and amortization

Interest expense:

Corporate headquarters

North America

Asia - Pacific

Interest Expense

Income tax expense:

Corporate headquarters

North America

Asia - Pacific

Income tax expense

( 1,142,166 )

(loss) on foreign currency exchange transactions

( 1,187,320 )

income (expense)

income (loss) before income taxes

TECHNOLOGIES, INC.

1 unchanged sentence

30, 2025 and 2024

following table presents a summary of capital expenditures for the years ended June 30:

SUMMARY OF CAPITAL EXPENDITURES

For the Years

Ended June 30,

Capital expenditures:

North America

Asia - Pacific

Capital expenditures

receivable, net of allowance

in excess of billings, net of allowance

segment assets (b)

segment assets

Reconciliation

assets for reportable segments

not allocated to segments

the year ended June 30, 2024

for property, plant and equipment

(a) Other costs of

goods sold include computer costs, third-party hardware and software costs, repair and maintenance, insurance, utilities, and communication

(b) Other assets include

property and equipment, right of use of assets, advances, deposits, and prepayments.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

in the table below is geographic information for each country that comprised greater than five percent of total revenues for the years

3 unchanged sentences

June 30, 2024

Long-lived Assets

Pakistan & India

Australia & New Zealand

Other Countries

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2024 and 2023

& New Zealand

in the table below is the geographic information of total revenues by country for the years ended June 30, 2025 and 2024.

SCHEDULE OF RECONCILIATION OF REVENUE

Pakistan & India

Australia & New Zealand

Other Countries

Revenues 2024

Pakistan & India

Australia & New Zealand

Other Countries

North America:

OF REVENUE STREAMS

& New Zealand

Asia-Pacific:

Pakistan & India

Australia & New Zealand

Other Countries

Revenues 2023

Pakistan & India

Australia & New Zealand

& New Zealand

Other Countries

North America:

& New Zealand

Asia-Pacific:

2 unchanged sentences

30, 2025 and 2024

21 – NON-CONTROLLING INTEREST IN SUBSIDIARY

18– BUSINESS COMBINATIONS AND COMMON CONTROL TRANSACTIONS

July 2024, NTA, a wholly owned subsidiary of NetSol Technologies, Inc.

(“NTI”), entered into a share purchase agreement with

NTI and the remaining minority shareholders to acquire all issued and outstanding shares of OTOZ ® .

In March 2025, NTA

filed the merger documents with the respective state agencies with an effective date of April 1, 2025.

transaction occurred between entities under common control.

Accordingly, all assets and liabilities of OTOZ ® were transferred

to NTA at their carrying amounts, and no gain or loss was recognized as a result of the transaction.

This merger did not result in any

change to the consolidated accounting for the assets and liabilities transferred, as both entities were controlled by NTI before and

after the transaction.

The transaction was accounted for in accordance with ASC 805-50, Business Combinations – Related Parties

and had no material impact on the consolidated financial statements except for the change in legal entity structure.

Details of the purchase

price and accounting treatment for the noncontrolling interest are provided in Note 19 – Non-Controlling Interest in Subsidiaries.

19 – NON-CONTROLLING INTEREST IN SUBSIDIARIES

Company had non-controlling interests in several of its subsidiaries.

1 unchanged sentence

SCHEDULE OF BALANCE OF NON-CONTROLLING INTEREST

Non-Controlling Interest %

Non-Controlling Interest at June 30, 2024

NetSol-Innovation

Non-Controlling Interest %

Non-Controlling Interest at June 30, 2023

NetSol-Innovation

September 2022, the Company’s subsidiary, Otoz, issued 191,011 shares to an employee per the employment agreement resulting in

an increase of non-controlling interest from 5.59 % to 10.94 %.

The effective shareholding of the non-controlling interest for Otoz Thai

increased to 10.95 %.

June 2023, the Company’s subsidiary, Otoz, repurchased the 191,011 shares from the same employee per the employment agreement,

after his resignation, resulting in a decrease of non-controlling interest from 10.94 % to 5.59 %.

The effective shareholding of the non-controlling

interest for Otoz Thai decreased to 5.60 %.

following schedule discloses the effect to the Company’s equity due to the changes in the Company’s ownership interest in

Non-Controlling

Interest at June 30, 2025

Non-Controlling

Interest at June 30, 2024

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

the year ended June 30, 2025, NetSol PK, a majority owned subsidiary of the Company, repurchased 2,690,251 shares of its outstanding

common stock from the open market for $ 1,503,662 .

The repurchase did not result in a change of control and was therefore accounted for

as an equity transaction in accordance with ASC 810-10.

Due to this purchase, the non-controlling interest in NetSol PK, NetSol Innovation

and NAMECET, decreased from 32.38 % at June 30, 2024 to 30.24 % at June 30, 2025.

The carrying amount of the non-controlling interest was

reduced by $ 1,532,797 , and the difference of $ 29,135 was recognized as an increase in additional paid-in capital in the Company’s

consolidated equity.

the year ended June 30, 2025, the Company acquired the remaining 177,558 minority shares from the OTOZ ® non-controlling

shareholders for $ 8,878 .

As a result, the Company’s ownership interest increased, reducing the non-controlling interest from 5.59 %

The effective non-controlling interest in Otoz® Thai decreased to 0.01 %.

OTOZ ® was merged into NTA during

the year ended June 30, 2025.

following schedule discloses the effect on the Company’s equity due to the changes in the Company’s ownership interest.

SCHEDULE OF CHANGE IN OWNERSHIP INTEREST

For the Years

Ended June 30,

Net income (loss) attributable to NetSol

$ ( 5,243,748 )

income (loss) attributable to NetSol

to (from) non-controlling interest

in paid-in capital for purchase of 177,558 shares of OTOZ Inc common stock

in paid-in capital for purchase of 2,690,251 shares of common stock of NetSol PK from Open Market

transfer to (from) non-controlling interest

Increase in paid-in capital for issuance of 191,011 shares of OTOZ Inc common stock

Decrease in paid-in capital for purchase of 191,011 shares of OTOZ Inc common stock

Increase in paid-in capital for purchase of 2,000,000 shares of common stock of NetSol PK from Open Market

Net transfer (to) from non-controlling interest

Change from net income (loss) attributable to NetSol and transfer (to) from non-controlling interest

$ ( 5,241,390 )

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

What changed 10-K

Item 9A. Controls and Procedures