NETSOL TECHNOLOGIES INC 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2025 ☐ For the transition period from __________ to __________ Commission file number: 0-22773 NETSOL TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter) nevada 95-4627685 (State or other Jurisdiction of Incorporation or Organization) (I.R.S. Employer NO.) 16000 Ventura Blvd. , Suite 770 , Encino , CA 91436 (Address of principal executive offices) (Zip Code) (818) 222-9195 / (818) 222-9197 (Issuer’s telephone/facsimile numbers, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of exchange on which registered Common Stock, $0.01 par value per share NTWK NASDAQ Indicate by check mark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one): Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒ The issuer had 12,755,550 shares issued and 11,816,519 outstanding of its $ .01 par value Common Stock and no Preferred Stock outstanding as of February 5, 2026. NETSOL TECHNOLOGIES, INC. Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets as of December 31, 2025 and June 30, 2025 3 Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2025 and 2024 4 Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended December 31, 2025 and 2024 5 Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended December 31, 2025 and 2024 6 Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2025 and 2024 8 Notes to the Condensed Consolidated Financial Statements 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38 Item 3. Quantitative and Qualitative Disclosures about Market Risk 56 Item 4. Controls and Procedures 56 PART II. OTHER INFORMATION Item 1. Legal Proceedings 57 Item 1A Risk Factors 57 Item 2. Unregistered Sales of Equity and Use of Proceeds 57 Item 3. Defaults Upon Senior Securities 57 Item 4. Mine Safety Disclosures 57 Item 5. Other Information 57 Item 6. Exhibits 57 Page 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) As of As of December 31, 2025 June 30, 2025 ASSETS Current assets: Cash and cash equivalents $ 18,132,086 $ 17,357,944 Accounts receivable, net of allowance of $ 401,507 and $ 355,464 7,776,096 7,527,572 Revenues in excess of billings, net of allowance of $ 84,882 and $ 34,496 17,080,695 18,230,619 Other current assets 3,423,634 3,203,468 Total current assets 46,412,511 46,319,603 Revenues in excess of billings, net - long term 763,396 903,766 Property and equipment, net 5,185,764 5,073,372 Right of use assets - operating leases 1,015,011 809,513 Other assets 6,941 32,331 Goodwill 9,302,524 9,302,524 Total assets $ 62,686,147 $ 62,441,109 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 8,059,205 $ 8,010,844 Current portion of loans and obligations under finance leases 8,509,841 8,240,061 Current portion of operating lease obligations 542,022 433,242 Unearned revenue 2,884,757 3,029,850 Total current liabilities 19,995,825 19,713,997 Loans and obligations under finance leases; less current maturities 337,028 134,608 Operating lease obligations; less current maturities 414,725 333,374 Total liabilities 20,747,578 20,181,979 Stockholders’ equity: Preferred stock, $ .01 par value; 500,000 shares authorized; - - Common stock, $ .01 par value; 18,000,000 shares authorized; 12,753,209 shares issued and 11,814,178 outstanding as of December 31, 2025, 12,700,465 shares issued and 11,761,434 outstanding as of June 30, 2025 127,535 127,008 Additional paid-in-capital 129,545,854 129,529,901 Treasury stock (at cost, 939,031 shares as of December 31, 2025 and June 30, 2025) ( 3,920,856 ) ( 3,920,856 ) Accumulated deficit ( 43,399,611 ) ( 41,289,080 ) Other comprehensive loss ( 46,413,009 ) ( 46,613,208 ) Total NetSol stockholders’ equity 35,939,913 37,833,765 Non-controlling interest 5,998,656 4,425,365 Total stockholders’ equity 41,938,569 42,259,130 Total liabilities and stockholders’ equity $ 62,686,147 $ 62,441,109 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. Page 3 NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (Unaudited) 2025 2024 2025 2024 For the Three Months For the Six Months Ended December 31, Ended December 31, 2025 2024 2025 2024 Net Revenues: License fees $ 117,482 $ 72,688 $ 189,707 $ 73,917 Subscription and support 9,079,783 8,642,629 18,040,338 16,835,100 Services 9,611,213 6,821,344 15,590,356 13,226,142 Total net revenues 18,808,478 15,536,661 33,820,401 30,135,159 Cost of revenues 9,779,386 8,616,320 18,879,319 16,650,706 Gross profit 9,029,092 6,920,341 14,941,082 13,484,453 Operating expenses: Selling, general and administrative 7,481,647 7,073,622 15,018,000 14,037,943 Research and development cost 247,713 333,669 462,056 693,618 Total operating expenses 7,729,360 7,407,291 15,480,056 14,731,561 Income (loss) from operations 1,299,732 ( 486,950 ) ( 538,974 ) ( 1,247,108 ) Other income and (expenses) Interest expense ( 176,273 ) ( 236,386 ) ( 350,884 ) ( 494,605 ) Interest income 208,775 529,072 489,749 1,298,939 Gain (loss) on foreign currency exchange transactions 46,074 ( 698,426 ) ( 240,843 ) ( 155,881 ) Other income 63,925 38,098 81,595 191,589 Total other income (expenses) 142,501 ( 367,642 ) ( 20,383 ) 840,042 Net income (loss) before income taxes 1,442,233 ( 854,592 ) ( 559,357 ) ( 407,066 ) Income tax provision ( 480,194 ) ( 331,614 ) ( 695,969 ) ( 561,431 ) Net income (loss) 962,039 ( 1,186,206 ) ( 1,255,326 ) ( 968,497 ) Non-controlling interest ( 715,282 ) 39,164 ( 855,205 ) ( 107,750 ) Net income (loss) attributable to NetSol $ 246,757 $ ( 1,147,042 ) $ ( 2,110,531 ) $ ( 1,076,247 ) Net income (loss) per share: Net income (loss) per common share Basic $ 0.02 $ ( 0.10 ) $ ( 0.18 ) $ ( 0.09 ) Diluted $ 0.02 $ ( 0.10 ) $ ( 0.18 ) $ ( 0.09 ) Weighted average number of shares outstanding Basic 11,797,068 11,484,298 11,782,439 11,456,996 Diluted 11,812,098 11,484,298 11,782,439 11,456,996 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. Page 4 NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) 2025 2024 2025 2024 For the Three Months For the Six Months Ended December 31, Ended December 31, 2025 2024 2025 2024 Net income (loss) $ 246,757 $ ( 1,147,042 ) $ ( 2,110,531 ) $ ( 1,076,247 ) Other comprehensive income (loss): Translation adjustment 97,895 ( 185,914 ) 357,812 ( 258,097 ) Translation adjustment attributable to non-controlling interest ( 108,530 ) 47,171 ( 157,613 ) 5,947 Net translation adjustment ( 10,635 ) ( 138,743 ) 200,199 ( 252,150 ) Comprehensive income (loss) attributable to NetSol $ 236,122 $ ( 1,285,785 ) $ ( 1,910,332 ) $ ( 1,328,397 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. Page 5 NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) A statement of the changes in equity for the three months ended December 31, 2025, is provided below: Shares Amount Capital Shares Deficit Loss Interest Equity Other Additional Compre- Non Total Common Stock Paid-in Treasury Accumulated hensive Controlling Stockholders’ Shares Amount Capital Shares Deficit Loss Interest Equity Balance at September 30, 2025 12,733,907 $ 127,342 $ 129,636,251 $ ( 3,920,856 ) $ ( 43,646,368 ) $ ( 46,402,374 ) $ 4,729,654 $ 40,523,649 Exercise of subsidiary common stock options ( 151,204 ) 445,190 293,986 Common stock issued for: Services 19,302 193 60,807 61,000 Foreign currency translation adjustment ( 10,635 ) 108,530 97,895 Net income - 246,757 715,282 962,039 Balance at December 31, 2025 12,753,209 $ 127,535 $ 129,545,854 $ ( 3,920,856 ) $ ( 43,399,611 ) $ ( 46,413,009 ) $ 5,998,656 $ 41,938,569 A statement of the changes in equity for the three months ended September 30, 2025 is provided below: Other Additional Compre- Non Total Common Stock Paid-in Treasury Accumulated hensive Controlling Stockholders’ Shares Amount Capital Shares Deficit Loss Interest Equity Balance at June 30, 2025 12,700,465 $ 127,008 $ 129,529,901 $ ( 3,920,856 ) $ ( 41,289,080 ) $ ( 46,613,208 ) $ 4,425,365 $ 42,259,130 Exercise of subsidiary common stock options - - ( 38,716 ) - - - 115,283 76,567 Common stock issued for: Services 33,442 334 145,066 - - - - 145,400 Foreign currency translation adjustment - - - - - 210,834 49,083 259,917 Net loss - - - - ( 2,357,288 ) - 139,923 ( 2,217,365 ) Balance at September 30, 2025 12,733,907 $ 127,342 $ 129,636,251 $ ( 3,920,856 ) $ ( 43,646,368 ) $ ( 46,402,374 ) $ 4,729,654 $ 40,523,649 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. Page 6 NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) A statement of the changes in equity for the three months ended December 31, 2024 is provided below: Other Additional Compre- Non Total Common Stock Paid-in Treasury Accumulated hensive Controlling Stockholders’ Shares Amount Capital Shares Deficit Loss Interest Equity Balance at September 30, 2024 12,383,872 $ 123,842 $ 128,709,890 $ ( 3,920,856 ) $ ( 44,141,518 ) $ ( 46,049,023 ) $ 5,017,675 $ 39,740,010 Exercise of common stock options 190,000 1,900 406,600 - - - - 408,500 Common stock issued for: Services 15,174 152 39,598 - - - - 39,750 Fair value of subsidiary options issued - - 7,605 - - - - 7,605 Acquisition of non-controlling interest in subsidiary - - 31,004 - - - ( 31,987 ) ( 983 ) Dividend to non-controlling interest - - - - - - ( 306,799 ) ( 306,799 ) Foreign currency translation adjustment - - - - - ( 138,743 ) ( 47,171 ) ( 185,914 ) Net loss - - - - ( 1,147,042 ) - ( 39,164 ) ( 1,186,206 ) Balance at December 31, 2024 12,589,046 $ 125,894 $ 129,194,697 $ ( 3,920,856 ) $ ( 45,288,560 ) $ ( 46,187,766 ) $ 4,592,554 $ 38,515,963 A statement of the changes in equity for the three months ended September 30, 2024 is provided below: Other Additional Compre- Non Total Common Stock Paid-in Treasury Accumulated hensive Controlling Stockholders’ Shares Amount Capital Shares Deficit Loss Interest Equity Balance at June 30, 2024 12,359,922 $ 123,602 $ 128,783,865 $ ( 3,920,856 ) $ ( 44,212,313 ) $ ( 45,935,616 ) $ 4,694,418 $ 39,533,100 Exercise of common stock options 10,000 100 21,400 - - - - 21,500 Common stock issued for: Services 13,950 140 39,610 - - - - 39,750 Common stock issued for Services 13,950 140 39,610 - - - - 39,750 Fair value of subsidiary options issued - - 8,029 - - - - 8,029 Acquisition of non-controlling interest in subsidiary - - ( 143,014 ) - - - 135,119 ( 7,895 ) Foreign currency translation adjustment - - - - - ( 113,407 ) 41,224 ( 72,183 ) Net income - - - - 70,795 - 146,914 217,709 Net income (loss) - - - - 70,795 - 146,914 217,709 Balance at September 30, 2024 12,383,872 $ 123,842 $ 128,709,890 $ ( 3,920,856 ) $ ( 44,141,518 ) $ ( 46,049,023 ) $ 5,017,675 $ 39,740,010 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. Page 7 NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) For the Six Months Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 1,255,326 ) $ ( 968,497 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 624,352 738,582 Provision for bad debts 90,462 475,172 Gain on sale of assets ( 79,325 ) ( 25,084 ) Stock based compensation 206,400 95,134 Changes in operating assets and liabilities: Accounts receivable ( 275,785 ) 4,405,610 Revenues in excess of billing 1,468,463 2,688,774 Other current assets 401,208 ( 170,856 ) Accounts payable and accrued expenses 5,092 ( 878,148 ) Unearned revenue ( 630,660 ) ( 5,990,971 ) Net cash provided by operating activities 554,881 369,716 Cash flows from investing activities: Purchases of property and equipment ( 856,330 ) ( 568,134 ) Sales of property and equipment 77,522 45,535 Investment in associates 25,396 - Purchase of subsidiary shares - ( 8,878 ) Net cash used in investing activities ( 753,412 ) ( 531,477 ) Cash flows from financing activities: Proceeds from the exercise of stock options and warrants - 430,000 Proceeds from exercise of subsidiary options 358,133 - Dividend paid by subsidiary to non-controlling interest - ( 306,799 ) Proceeds from bank loans 792,484 2,676,932 Payments on finance lease obligations and loans - net ( 425,764 ) ( 162,370 ) Net cash provided by financing activities 724,853 2,637,763 Effect of exchange rate changes 247,820 ( 332,525 ) Net increase (decrease) in cash and cash equivalents 774,142 2,143,477 Cash and cash equivalents at beginning of the period 17,357,944 19,127,165 Cash and cash equivalents at end of period $ 18,132,086 $ 21,270,642 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. Page 8 NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (UNAUDITED) For the Six Months Ended December 31, 2025 2024 SUPPLEMENTAL DISCLOSURES: Cash paid during the period for: Interest $ 468,889 $ 503,375 Taxes $ 337,985 $ 942,413 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. Page 9 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) NOTE 1 - BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION The Company is a business services and asset finance solutions provider that designs, develops, markets, and exports proprietary software products to customers in the automobile financing and leasing, banking, and financial services industries worldwide. The Company also provides system integration, consulting, and IT products and services in exchange for fees from customers. The consolidated condensed interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended June 30, 2025. The Company follows the same accounting policies in preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. The accompanying consolidated financial statements include the accounts of the Company as follows: Wholly owned Subsidiaries NetSol Technologies Americas, Inc. (“NTA”) NetSol Connect (Private), Ltd. (“Connect”) NetSol Technologies Australia Pty Ltd. (“Australia”) NetSol Technologies Europe Limited (“NTE”) NetSol Technologies (Beijing) Co. Ltd. (“NetSol Beijing”) Tianjin NuoJinZhiCheng Co., Ltd (“Tianjin”) Ascent Europe Ltd. (“AEL”) Virtual Lease Services Holdings Limited (“VLSH”) Virtual Lease Services Limited (“VLS”) Virtual Lease Services (Ireland) Limited (“VLSIL”) Majority-owned Subsidiaries NetSol Technologies, Ltd. (“NetSol PK”) NetSol Innovation (Private) Limited (“NetSol Innovation”) NetSol Institute of Artificial Intelligence (Private) Limited (“NIAI”) NETSOL Ascent Middle East Computer Equipment Trading LLC (“Namecet”) NetSol Technologies Thailand Limited (“NetSol Thai”) Otoz (Thailand) Limited (“Otoz® Thai”) Page 10 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) NOTE 2 – ACCOUNTING POLICIES Use of Estimates The 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 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 estimates. Concentration of Credit Risk Cash includes cash on hand and demand deposits in accounts maintained within the United States as well as in foreign countries. Certain financial instruments, which subject the Company to concentration of credit risk, consist of cash and restricted cash. The Company maintains balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for the banks located in the United States. Balances at financial institutions within certain foreign countries are not covered by insurance, except balances maintained in China are insured for RMB 500,000 ($ 71,429 ) in each bank and in the UK for GBP 85,000 ($ 114,865 ) in each bank. The Company maintains three bank accounts in China and nine bank accounts in the UK. As of December 31, 2025, and June 30, 2025, the Company had uninsured deposits related to cash deposits in accounts maintained within foreign entities of approximately $ 17,335,174 and $ 16,386,079 , respectively. The Company has not experienced any losses in such accounts. The 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. Fair Value of Financial Instruments The Company applies the provisions of Accounting Standards Codification (“ASC”) 820-10, “Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. For certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and short-term debt, the carrying amounts approximate fair value due to their relatively short maturities. The carrying amounts of the long-term debt approximate their fair values based on current interest rates for instruments with similar characteristics. The three levels of valuation hierarchy are defined as follows: Level 1: Valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority. Level 2: Valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability. Level 3: Valuations are based on prices or third party or internal valuation models that require inputs that are significant to the fair value measurement and are less observable and thus have the lowest priority. Page 11 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) The Company’s financial assets that were measured at fair value on a recurring basis as of December 31, 2025, were as follows: SCHEDULE OF FAIR VALUE OF FINANCIAL ASSETS MEASURED ON RECURRING BASIS Level 1 Level 2 Level 3 Total Assets Revenues in excess of billings - long term $ - $ - $ 763,396 $ 763,396 Total $ - $ - $ 763,396 $ 763,396 The Company’s financial assets that were measured at fair value on a recurring basis as of June 30, 2025, are as follows: Level 1 Level 2 Level 3 Total Assets Revenues in excess of billings - long term $ - $ - $ 903,766 $ 903,766 Total $ - $ - $ 903,766 $ 903,766 The reconciliation from June 30, 2025 to December 31, 2025 is as follows: SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS RECONCILIATION Revenues in excess of billings - long term Fair value discount Total Balance at June 30, 2025 $ 1,111,803 $ ( 208,037 ) $ 903,766 Amortization during the period - 37,318 37,318 Transfers to short term ( 160,295 ) - ( 160,295 ) Effect of Translation Adjustment ( 17,483 ) 90 ( 17,393 ) Balance at December 31, 2025 $ 934,025 $ ( 170,629 ) $ 763,396 Management 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. Recent Accounting Standards Not Yet Implemented : Income Taxes In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 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 15, 2024. 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. Page 12 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . 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. Internal-Use Software In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . This ASU eliminates references to “project stages” and clarifies the criteria for capitalizing costs related to internal-use software. The amendments apply to all entities subject to the guidance in Subtopic 350-40. The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, which corresponds to the Company’s fiscal year 2029. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. Interim Reporting In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which clarifies the application of interim reporting guidance, including the types of interim reporting and the form and content of interim financial statements under U.S. GAAP. The amendments are intended to clarify and improve the organization of existing interim reporting requirements and do not change the fundamental principles of interim reporting. The ASU is effective for interim reporting periods within fiscal years beginning after December 15, 2027, which corresponds to the interim periods within the Company’s fiscal year 2029. The Company is currently assessing the impact of this ASU on its consolidated financial statements and related disclosures. All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. NOTE 3 – REVENUE RECOGNITION The Company determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company records the amount of revenue and related costs by considering whether the entity is a principal (gross presentation) or an agent (net presentation) by evaluating the nature of its promise to the customer. Revenue is presented net of sales, value-added and other taxes collected from customers and remitted to government authorities. Page 13 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) The Company has two primary revenue streams: core revenue and non-core revenue. Core Revenue The Company generates its core revenue from the following sources: (1) software licenses, (2) services, which include implementation and consulting services, and (3) subscription and support, which includes post-contract support, of its enterprise software solutions for the lease and finance industry. 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. Non-Core Revenue The Company generates its non-core revenue by providing business process outsourcing (“BPO”), other IT services, and internet services. Performance Obligations A 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 Topic 606. 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 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. For contracts with multiple performance obligations where the contracted price differs from the standalone selling price (“SSP”) for any distinct good or service, the Company may be required to allocate the contract’s transaction price to each performance obligation using its best estimate for the SSP. Software Licenses Transfer of control for software is considered to have occurred upon delivery of the product to the customer. The Company’s typical payment terms tend to vary by region, but its standard payment terms are within 30 days of invoice. Subscription Subscription revenue is recognized ratably over the initial subscription period committed to by the customer commencing when the product is made available to the customer. 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. Post Contract Support Revenue from support services and product updates, referred to as subscription and support revenue, is recognized ratably over the term of the 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, most customers renew their support services contracts annually and typical payment terms provide that customers make payment within 30 days of invoice. Page 14 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) Professional Services Revenue from professional services is typically comprised of implementation, development, data migration, training, or other consulting services. Consulting services are generally sold on a time-and-materials or fixed fee basis and can include services ranging from software installation to data conversion and building non-complex interfaces to allow the software to operate in integrated environments. The Company recognizes 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. Several 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. BPO and Internet Services Revenue from BPO services is recognized based on the stage of completion which is measured by reference to labor hours incurred to date as a percentage of total estimated labor hours for each contract. Internet services are invoiced either monthly, quarterly, or half yearly in advance to the customers and revenue is recognized ratably overtime on a monthly basis. Disaggregated Revenue The 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. The Company’s disaggregated revenue by category is as follows: SCHEDULE OF DISAGGREGATED REVENUE BY CATEGORY For the Three Months For the Six Months Ended December 31, Ended December 31, 2025 2024 2025 2024 Core: License $ 117,482 $ 72,688 $ 189,707 $ 73,917 Subscription and support 9,079,783 8,642,629 18,040,338 16,835,100 Services 8,794,428 5,886,331 13,889,339 11,416,960 Total core revenue, net 17,991,693 14,601,648 32,119,384 28,325,977 Non-Core: Services 816,785 935,013 1,701,017 1,809,182 Total non-core revenue, net 816,785 935,013 1,701,017 1,809,182 Total net revenue $ 18,808,478 $ 15,536,661 $ 33,820,401 $ 30,135,159 Significant Judgments 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. Judgment is required to determine the SSP for each distinct performance obligation. The Company rarely licenses or sells products on a stand-alone basis, so the Company is required to estimate the range of SSPs for each performance obligation. 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 conditions. Based on these results, the estimated SSP is set for each distinct product or service delivered to customers. Page 15 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) The most significant inputs involved in the Company’s revenue recognition policies are: The (1) stand-alone selling prices of the Company’s software license, and the (2) the method of recognizing revenue for installation/customization, and other services. The stand-alone selling price of the licenses was measured primarily through an analysis of pricing that management evaluated when quoting prices to customers. Although the Company has no history of selling its software separately from post-contract support and other services, the Company does have historical experience with amending contracts with customers to provide additional modules of its software or providing those modules at an optional price. This information guides the Company in assessing the stand-alone selling price of the Company’s software, since the Company can observe instances where a customer had a particular component of the Company’s software that was essentially priced separate from other goods and services that the Company delivered to that customer. The Company recognizes revenue from implementation and customization services using the percentage of estimated “person-days” that the work requires. The Company believes the level of effort to complete the services is best measured by the amount of time (measured as an employee working for one day on implementation/customization work) that is required to complete the implementation or customization work. The Company reviews its estimate of person-days required to complete implementation and customization services each reporting period. Revenue 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. Several internal and external factors can affect these estimates, including labor rates, utilization, specification variances and testing requirement changes. If 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 arrangement. The Company’s judgments about whether a group of contracts comprise a single arrangement can affect the allocation of consideration to the distinct performance obligations, which could have an effect on results of operations for the periods involved. If a contract includes variable consideration, the Company exercises judgment in estimating the amount of consideration to which the entity will be entitled in exchange for transferring the promised goods or services to a customer. When estimating variable consideration, the Company will consider all relevant facts and circumstances. Variable consideration will be estimated and included in the contract price only when it is probable that a significant reversal in the amount of revenue recognized will not occur. Contract Balances The 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. The revenues in excess of billings are transferred to receivables when the rights to consideration become unconditional, usually upon completion of a milestone. Page 16 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) The Company’s revenues in excess of billings and unearned revenue are as follows: SCHEDULE OF REVENUES IN EXCESS OF BILLINGS AND DEFERRED REVENUE As of As of December 31, 2025 June 30, 2025 Revenues in excess of billings $ 17,844,091 $ 19,134,385 Unearned revenue $ 2,884,757 $ 3,029,850 The Company’s unearned revenue reconciliation is as follows: SCHEDULE OF UNEARNED REVENUE RECONCILIATION Unearned Revenue Balance at June 30, 2025 $ 3,029,850 Invoiced 16,376,557 Revenue Recognized ( 16,384,671 ) Adjustments ( 136,979 ) Balance at December 31, 2025 $ 2,884,757 During the three and six months ended December 31, 2025, the Company recognized revenue of $ 771,000 and $ 2,340,000 , 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 recognition. Revenue allocated to the remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted but unsatisfied performance obligations were approximately $ 13,240,000 as of December 31, 2025, of which the Company estimates to recognize approximately $ 10,300,000 in revenue over the next 12 months and the remainder over an estimated 3 years thereafter . Actual revenue recognition depends in part on the timing of software modules installed at various customer sites. Accordingly, some factors that affect the Company’s revenue, such as the availability and demand for modules within customer geographic locations, is not entirely within the Company’s control. In instances where the timing of revenue recognition differs from the timing of invoicing, 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. Unearned Revenue The Company typically invoices its customers for subscription and support fees in advance on a quarterly or annual basis, with payment due at the start of the subscription or support term. Unpaid invoice amounts for non-cancelable license and services starting in future periods are included in accounts receivable and unearned revenue. Page 17 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) Practical Expedients and Exemptions There are several practical expedients and exemptions allowed under Topic 606 that impact timing of revenue recognition and the Company’s disclosures. 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. 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). Costs to Obtain a Contract The Company does not have a material amount of costs to obtain a contract capitalized at any balance sheet date. In general, the Company incurs few direct incremental costs of obtaining new customer contracts. The Company rarely incurs incremental costs to review or otherwise enter into contractual arrangements with customers. In addition, the Company’s sales personnel receive fees that are referred to as commissions, but that are based on more than simply signing up new customers. The Company’s sales personnel are required to perform additional duties beyond new customer contract inception dates, including fulfillment duties and collections efforts. NOTE 4 – EARNINGS PER SHARE Basic earnings per share are computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and stock awards. The components of basic and diluted earnings per share were as follows: SCHEDULE OF DILUTIVE POTENTIAL COMMON SHARES For the three months ended December 31, 2025 For the six months ended December 31, 2025 Net Income Shares Per Share Net Loss Shares Per Share Basic income (loss) per share: Net income (loss) $ 246,757 11,797,068 $ 0.02 $ ( 2,110,531 ) 11,782,439 $ ( 0.18 ) Effect of dilutive securities Stock options - 15,030 - - - - Diluted income (loss) per share $ 246,757 11,812,098 $ 0.02 $ ( 2,110,531 ) 11,782,439 $ ( 0.18 ) For the three months ended December 31, 2024 For the six months ended December 31, 2024 Net Loss Shares Per Share Net Loss Shares Per Share Basic loss per share: Net loss $ ( 1,147,042 ) 11,484,298 $ ( 0.10 ) $ ( 1,076,247 ) 11,456,996 $ ( 0.09 ) Effect of dilutive securities Stock options - - - - - - Diluted loss per share $ ( 1,147,042 ) 11,484,298 $ ( 0.10 ) $ ( 1,076,247 ) 11,456,996 $ ( 0.09 ) Page 18 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) As of December 31, 2025, 50,000 options were outstanding. For the six months ended December 31, 2025, the Company reported a net loss; accordingly, these options were excluded from the computation of diluted earnings per share as their effect would have been anti-dilutive. NOTE 5 – OTHER COMPREHENSIVE INCOME AND FOREIGN CURRENCY The following table represents the functional currencies of the Company and its subsidiaries: SCHEDULE OF FOREIGN CURRENCY TRANSLATION The Company and Subsidiaries Functional Currency NetSol Technologies, Inc. USD NTA USD NTE British Pound AEL British Pound VLSH British Pound VLS British Pound VLSIL Euro NetSol PK Pakistan Rupee Connect Pakistan Rupee NetSol Innovation Pakistan Rupee NIAI Pakistan Rupee NetSol Thai Thai Bhat Otoz Thai Thai Bhat Australia Australian Dollar Namecet AED NetSol Beijing Chinese Yuan Tianjin Chinese Yuan Assets and liabilities are translated at the exchange rate on the balance sheet date, and operating results are translated at the average exchange rate throughout the period. Accumulated translation losses classified as an item of accumulated other comprehensive loss in the stockholders’ equity section of the consolidated balance sheet were $ 46,413,009 and $ 46,613,208 as of December 31, 2025 and June 30, 2025, respectively. During the three and six months ended December 31, 2025, comprehensive income (loss) in the consolidated statements of comprehensive income (loss) included a translation loss attributable to NetSol of $ 10,635 and a translation gain of $ 200,199 , respectively. During the three and six months ended December 31, 2024, comprehensive income (loss) in the consolidated statements of comprehensive income (loss) included a translation loss attributable to NetSol of $ 138,743 and $ 252,150 , respectively. NOTE 6 – MAJOR CUSTOMERS Revenue Concentration For the three months ended December 31, 2025, three customers accounted for 24.3 %, 18.9 %, and 11.4 % of net revenues. For the six months ended December 31, 2025, three customers accounted for 21.5 %, 20.1 %, and 11.0 % of net revenues. For the three months ended December 31, 2024, two customers accounted for 20.1 % and 19.6 % of net revenues. For the six months ended December 31, 2024, two customers accounted for 20.8 % and 18.5 % of net revenues. Page 19 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) Accounts Receivable Concentration As of December 31, 2025, four customers accounted for 14.8 %, 13.5 %, 10.1 %, and 10.0 % of accounts receivable. As of June 30, 2025, three customers accounted for 16.8 %, 16.1 %, and 10.8 % of accounts receivable. Revenues in Excess of Billings Concentration As of December 31, 2025, four customers accounted for 21.4 %, 19.7 %, 10.8 %, and 10.0 % of revenues in excess of billings. As of June 30, 2025, four customers accounted for 24.2 %, 16.9 %, 15.9 %, and 11.9 % of revenues in excess of billings. NOTE 7 - OTHER CURRENT ASSETS Other current assets consisted of the following: SCHEDULE OF OTHER CURRENT ASSETS As of As of December 31, 2025 June 30, 2025 Prepaid Expenses $ 1,434,464 $ 1,760,321 Advance Income Tax 444,467 406,221 Employee Advances 325,512 151,355 Security Deposits 198,040 159,849 Other Receivables 482,782 410,489 Other Assets 538,369 315,233 Net Balance $ 3,423,634 $ 3,203,468 NOTE 8 – REVENUES IN EXCESS OF BILLINGS – LONG TERM Revenues in excess of billings, net consisted of the following: SCHEDULE OF REVENUE IN EXCESS OF BILLING As of As of December 31, 2025 June 30, 2025 Revenues in excess of billings - long term $ 934,025 $ 1,111,803 Present value discount ( 170,629 ) ( 208,037 ) Net Balance $ 763,396 $ 903,766 Pursuant to revenue recognition for contract accounting, the Company has recorded revenues in excess of billings long-term for amounts billable after one year. During the three and six months ended December 31, 2025, the Company accreted $ 12,504 and $ 37,318 , respectively, which was recorded in interest income for that period. During the three and six months ended December 31, 2024, the Company accreted $ 18,367 and $ 36,734 , respectively, which was recorded in interest income for that period. The Company used the discounted cash flow method with interest rates ranging from 4.2 % to 17.5 %, for the period ended December 31, 2025 and June 30, 2025. Page 20 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) NOTE 9 - PROPERTY AND EQUIPMENT Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT As of As of December 31, 2025 June 30, 2025 Office Furniture and Equipment $ 2,521,350 $ 2,437,002 Computer Equipment 9,657,439 9,513,181 Assets Under Capital Leases 143,590 145,197 Building 3,577,671 3,532,475 Land 906,761 894,698 Autos 1,884,839 1,603,271 Improvements 222,339 217,230 Subtotal 18,913,989 18,343,054 Accumulated Depreciation ( 13,728,225 ) ( 13,269,682 ) Property and Equipment, Net $ 5,185,764 $ 5,073,372 For the three and six months ended December 31, 2025, depreciation expense totaled $ 299,746 and $ 624,352 , respectively. Of these amounts, $ 190,066 and $ 398,797 , respectively, are reflected in cost of revenues. For the three and six months ended December 31, 2024, depreciation expense totaled $ 372,585 and $ 738,582 , respectively. Of these amounts, $ 237,882 and $ 466,432 , respectively, are reflected in cost of revenues. Following is a summary of fixed assets held under finance leases as of December 31, 2025 and June 30, 2025: SCHEDULE OF FIXED ASSETS HELD UNDER CAPITAL LEASES As of As of December 31, 2025 June 30, 2025 Vehicles $ 143,590 $ 145,197 Total 143,590 145,197 Less: Accumulated Depreciation - Net ( 64,598 ) ( 47,807 ) Fixed assets held under capital leases, Total $ 78,992 $ 97,390 Finance lease term and discount rate were as follows: SCHEDULE OF FINANCE LEASE TERM As of As of December 31, 2025 June 30, 2025 Weighted average remaining lease term - Finance leases 1.25 Years 1.75 Years Weighted average discount rate - Finance leases 11.3 % 11.3 % Page 21 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) NOTE 10 - LEASES The Company leases certain office space, office equipment and autos with remaining lease terms of one year to 10 years under leases classified as financing and operating. For certain leases, the Company has options to extend the lease term for additional periods ranging from one year to 10 years. The 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. These leases are recorded as right-of-use (“ROU”) assets and lease obligation liabilities for leases with terms greater than 12 months. 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 the 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. The Company reviews the impairment of ROU assets consistent with the approach applied to the Company’s other long-lived assets. The Company reviews the recoverability of long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company elected the practical expedient to exclude short-term leases (leases with original terms of 12 months or less) from ROU asset and lease liability accounts. Lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Variable payments change due to facts or circumstances occurring after the commencement date, other than the passage of time, and do not result in a re-measurement of lease liabilities. The Company’s variable lease payments include payments for finance leases that are adjusted based on a change in the Karachi Inter Bank Offer Rate. The Company’s lease agreements do not contain any significant residual value guarantees or restrictive covenants. Supplemental balance sheet information related to leases was as follows: SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASE As of As of December 31, 2025 June 30, 2025 Assets Operating lease assets, net $ 1,015,011 $ 809,513 Liabilities Current Operating $ 542,022 $ 433,242 Operating, Current $ 542,022 $ 433,242 Non-current Operating 414,725 333,374 Operating, Noncurrent 414,725 333,374 Total Lease Liabilities $ 956,747 $ 766,616 Page 22 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) The components of lease cost were as follows: SCHEDULE OF COMPONENTS OF LEASE COST For the Three Months For the Six Months Ended December 31, Ended December 31, 2025 2024 2025 2024 Amortization of finance lease assets $ 8,015 $ 7,720 $ 16,140 $ 21,597 Interest on finance lease obligation 3,001 2,907 6,043 5,994 Operating lease cost 181,861 98,492 263,488 198,338 Short term lease cost 80,964 60,477 157,429 110,040 Sub lease income ( 8,854 ) ( 8,514 ) ( 17,828 ) ( 16,920 ) Total lease cost $ 264,987 $ 161,082 $ 425,272 $ 319,049 Lease term and discount rate were as follows: SCHEDULE OF LEASE TERM AND DISCOUNT RATE As of As of December 31, 2025 June 30, 2025 Weighted average remaining lease term - Operating leases 1.06 Years 1.44 Years Weighted average discount rate - Operating leases 4.9 % 4.8 % Supplemental disclosures of cash flow information related to leases were as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES For the Six Months Ended December 31, 2025 2024 Operating cash flows related to operating leases $ 295,894 $ 185,514 Operating cash flows related to finance leases $ 6,042 $ 5,994 Financing cash flows related finance leases $ 6,021 $ 9,296 Page 23 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) Maturities of operating lease liabilities were as follows as of December 31, 2025: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Amount Within year 1 $ 577,728 Within year 2 273,739 Within year 3 148,238 Within year 4 11,092 Total Lease Payments 1,010,797 Less: Imputed interest ( 54,050 ) Present Value of lease liabilities 956,747 Less: Current portion ( 542,022 ) Non-Current portion $ 414,725 The Company is a lessor for certain office space leased by the Company and sub-leased to others under non-cancellable leases. These lease agreements provide for a fixed base rent and are currently on a month-by-month basis. All leases are considered operating leases. There are no rights to purchase the premises and no residual value guarantees. For the three and six months ended December 31, 2025, the Company received lease income of $ 8,854 and $ 17,828 , respectively. For the three and six months ended December 31, 2024, the Company received lease income of $ 8,514 and $ 16,920 , respectively. NOTE 11 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of As of December 31, 2025 June 30, 2025 Accounts Payable $ 896,204 $ 981,504 Accrued Liabilities 4,300,705 4,502,366 Accrued Payroll 1,512,876 1,313,127 Accrued Payroll Taxes 195,885 329,618 Taxes Payable 939,988 600,199 Other Payable 213,547 284,030 Total $ 8,059,205 $ 8,010,844 Page 24 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) NOTE 12 – DEBTS Notes payable and finance leases consisted of the following: SCHEDULE OF COMPONENTS OF NOTES PAYABLE AND CAPITAL LEASES As of December 31, 2025 Current Long-Term Name Total Maturities Maturities D&O Insurance (1) $ 86,082 $ 86,082 $ - Line of Credit (2) 505,000 505,000 - Bank Overdraft Facility (3) - - - Loan Payable Bank - Export Refinance (4) 1,783,358 1,783,358 - Loan Payable Bank - Running Finance (5) - - - Loan Payable Bank - Export Refinance II (6) 1,355,352 1,355,352 - Loan Payable Bank - Export Refinance III (7) 4,636,730 4,636,730 - Loan Payable Bank - Export Refinance IV (8) - - - Sale and Leaseback Financing (9) 386,832 129,456 257,376 Short Term Financing (10) - - - 8,753,354 8,495,978 257,376 Subsidiary Finance Leases (11) 93,515 13,863 79,652 $ 8,846,869 $ 8,509,841 $ 337,028 As of June 30, 2025 Current Long-Term Name Total Maturities Maturities D&O Insurance (1) $ 119,542 $ 119,542 $ - Line of Credit (2) 405,000 405,000 - Bank Overdraft Facility (3) - - - Loan Payable Bank - Export Refinance (4) 1,759,634 1,759,634 - Loan Payable Bank - Running Finance (5) - - - Loan Payable Bank - Export Refinance II (6) 1,337,322 1,337,322 - Loan Payable Bank - Export Refinance III (7) 4,575,048 4,575,048 - Loan Payable Bank - Export Refinance IV (8) - - - Sale and Leaseback Financing (9) 76,618 29,660 46,958 Short Term Financing (10) - - - 8,273,164 8,226,206 46,958 Subsidiary Finance Leases (11) 101,505 13,855 87,650 $ 8,374,669 $ 8,240,061 $ 134,608 (1) The Company finances Directors’ and Officers’ (“D&O”) liability insurance and Errors and Omissions (“E&O”) liability 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 were ranging from 7.8 % to 11.6 % as of December 31, 2025 and 8.4 % to 11.6 % as of June 30, 2025. (2) The 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 7.0 % as of December 31, 2025 and 7.75 % as of June 30, 2025. The total outstanding balance as of December 31, 2025 and June 30, 2025 was $ 505,000 and $ 405,000 , respectively. Page 25 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) (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 $ 405,405 . The annual interest rate was 8.0 % as of December 31, 2025 and 8.5 % as of June 30, 2025. The total outstanding balance as of December 31, 2025 and June 30, 2025 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 December 31, 2025, NTE was in compliance with this covenant. (4) The Company’s subsidiary, NetSol PK, has an export refinance facility with Askari Bank Limited, secured by NetSol PK’s assets. This is a revolving loan that matures every six months. The total facility amount is Rs. 600,000,000 or $ 2,140,029 at December 31, 2025 and Rs. 600,000,000 or $ 2,111,561 at June 30, 2025. NetSol PK used Rs. 500,000,000 or $ 1,783,358 at December 31, 2025 and Rs. 500,000,000 or $ 1,759,634 at June 30, 2025. The interest rate for the loan was 7.5 % at December 31, 2025 and 8.0 % at June 30, 2025. (5) The Company’s subsidiary, NetSol PK, has a running finance facility with Askari Bank Limited, secured by NetSol PK’s assets. The total facility amount is Rs. 4,050,937 or $ 14,449 and Rs. 4,050,937 or $ 14,256 , at December 31, 2025 and June 30, 2025, respectively. The balance outstanding at December 31, 2025 and June 30, 2025 was Rs. Nil . The interest rate for the loan was 12.6 % at December 31, 2025 and 13.2 % at June 30, 2025. (6) The Company’s subsidiary, NetSol PK, has an export refinance facility with Bank Al-Habib Limited, secured by NetSol PK’s assets. This is a revolving loan that matures every six months. The total facility amount is Rs. 400,000,000 or $ 1,426,687 at December 31, 2025. NetSol PK has not used this facility at December 31, 2025. The interest rate for the loan was 7.5 % at December 31, 2025. This facility requires NetSol PK to maintain a long-term debt equity ratio of 60:40 and a current ratio of 1:1. As of December 31, 2025, NetSol PK was in compliance with this covenant. (7) The Company’s subsidiary, NetSol PK, has an export refinance facility with Samba Bank Limited, secured by NetSol PK’s assets. This is a revolving loan that matures every six months. The total facility amount is Rs. 380,000,000 or $ 1,355,352 and Rs. 380,000,000 or $ 1,337,322 at December 31, 2025 and June 30, 2025, respectively. The interest rate for the loan was 7.5 % at December 31, 2025 and 8.0 % at June 30, 2025. During the tenure of the loan, 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 December 31, 2025, NetSol PK was in compliance with these covenants. (8) The Company’s subsidiary, NetSol PK, has an export refinance facility with Habib Metro Bank Limited, secured by NetSol PK’s assets. This is a revolving loan that matures every nine months. The total facility amount is Rs. 1,300,000,000 or $ 4,636,730 and Rs. 1,300,000,000 or $ 4,575,048 , at December 31, 2025 and June 30, 2025, respectively. NetSol PK used Rs. 1,300,000,000 or $ 4,636,730 and Rs. 1,300,000,000 or $ 4,575,048 , at December 31, 2025 and June 30, 2025, respectively. The interest rate for the loan was 7.5 % at December 31, 2025 and 8.0 % at June 30, 2025. (9) The Company’s subsidiary, NetSol PK, availed sale and leaseback financing from First Habib Modaraba secured by the transfer of the vehicles’ title. As of December 31, 2025, NetSol PK used Rs. 108,456,123 or $ 386,832 of which $ 257,376 was shown as long term and $ 129,456 as current. As of June 30, 2025, NetSol PK used Rs. 21,771,042 or $ 76,618 of which $ 46,958 was shown as long-term and $ 29,660 as current. The interest rate for the loan was from 12.3 % to 22.7 % at December 31, 2025 and June 30, 2025. (10) The Company leases various fixed assets under finance lease arrangements expiring in various years through 2028. The assets and liabilities under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. The assets are secured by the assets themselves. Depreciation of assets under finance leases is included in depreciation expense for the three and six months ended December 31, 2025 and 2024. Page 26 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) Following are the aggregate minimum future lease payments under finance leases as of December 31, 2025: SCHEDULE OF AGGREGATE MINIMUM FUTURE LEASE PAYMENTS UNDER CAPITAL LEASES Amount Minimum Lease Payments Within year 1 $ 26,970 Within year 2 78,334 Within year 3 4,416 Total Minimum Lease Payments 109,720 Interest Expense relating to future periods ( 16,205 ) Present Value of minimum lease payments 93,515 Less: Current portion ( 13,863 ) Non-Current portion $ 79,652 The following are the aggregate future long-term debt payments as of December 31, 2025, which consist of “Sale and Leaseback Financing (9)”. SCHEDULE OF AGGREGATE FUTURE LONG TERM DEBT PAYMENTS Amount Loan Payments Within year 1 $ 129,456 Within year 2 144,265 Within year 3 113,111 Total Loan Payments 386,832 Less: Current portion ( 129,456 ) Non-Current portion $ 257,376 NOTE 13 - STOCKHOLDERS’ EQUITY During the three and six months ended December 31, 2025, the Company issued 11,883 and 19,464 shares of common stock, respectively, to the independent Board of Directors as part of their board compensation. The grant date fair value was $ 36,000 and $ 72,000 , respectively, and was recorded as compensation expense in the accompanying consolidated financial statements. During the three and six months ended December 31, 2025, the Company issued 7,419 and 13,280 shares of common stock to a consultant pursuant to the terms of his consultancy agreement. The grant date fair value of the shares was $ 25,000 and $ 50,000 , respectively, and was recorded as compensation expense in the accompanying consolidated financial statements. During the six months ended December 31, 2025, the Company issued 20,000 shares of common stock to employees pursuant to the terms of their employment agreements. The grant date fair value was $ 84,400 and was recorded as compensation expense in the accompanying consolidated financial statements. Page 27 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) Stock Grants The following table summarizes stock grants awarded as compensation: SUMMARY OF UNVESTED STOCK GRANTS AWARDED AS COMPENSATION # Number of shares Weighted Average Grant Date Fair Value ($) Unvested, June 30, 2025 - $ - Granted 52,744 $ 3.91 Vested ( 52,744 ) $ 3.91 Unvested, December 31, 2025 - $ - For the three and six months ended December 31, 2025, the Company recorded compensation expense of $ 61,000 and $ 206,400 , respectively. For the three and six months ended December 31, 2024, the Company recorded compensation expense of $ 39,750 and $ 79,500 , respectively. The weighted average grant date fair value is determined by the Company’s closing stock price on the grant date. NOTE 14 – INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN Common stock purchase options consisted of the following: OPTIONS: SCHEDULE OF COMMON STOCK PURCHASE OPTIONS # of shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregated Intrinsic Value Outstanding and exercisable, June 30, 2025 50,000 $ 2.94 1.89 - Granted - - - Exercised - - - Expired / Cancelled - - - Outstanding and exercisable, December 31, 2025 50,000 $ 2.94 1.40 $ 4,500 The aggregate intrinsic value at December 31, 2025 represents the difference between the Company’s closing stock price of $ 3.03 on December 31, 2025 and the exercise price of the in-the-money stock options. Page 28 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) The following table summarizes information about stock options outstanding and exercisable at December 31, 2025. SUMMARY OF STOCK OPTIONS OUTSTANDING Exercise Price Number Outstanding and Exercisable Weighted Average Remaining Contractual Life Weighted Average Exercise Price OPTIONS: $ 2.94 50,000 1.40 $ 2.94 Totals 50,000 1.40 $ 2.94 NOTE 15– OPERATING SEGMENTS The Company has identified three segments for its products and services: North America, Europe, and Asia-Pacific. The reportable segments are business units located in different global regions. Each business unit provides similar products and services: license fees for leasing 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. Segment 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. Prior 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. Page 29 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) The following tables present financial information by reportable segment for the three months ended December 31, 2025: SCHEDULE OF FINANCIAL INFORMATION BY REPORTABLE SEGMENT For the Three Months Ended December 31, 2025 North America Europe Asia - Pacific Total Revenues License $ - $ 1,262 $ 116,220 $ 117,482 Subscription and support 1,366,633 1,547,866 6,165,284 9,079,783 Services 1,383,035 1,716,670 6,511,508 9,611,213 Intersegment revenues - - 1,243,061 1,243,061 Total revenue from reportable segments 2,749,668 3,265,798 14,036,073 20,051,539 Elimination of intersegment revenues - - - ( 1,243,061 ) Total consolidated revenues $ 18,808,478 Revenues from reportable segments 2,749,668 3,265,798 14,036,073 20,051,539 Salaries and consultants 520,887 1,105,058 5,456,949 7,082,894 Travel 226,924 102,702 699,815 1,029,441 Depreciation - - 190,066 190,066 Other (a) 762,676 838,029 1,119,341 2,720,046 Gross Profit 1,239,181 1,220,009 6,569,902 9,029,092 Selling and marketing 743,583 384,859 1,719,862 2,848,304 Depreciation 1,922 44,125 63,633 109,680 General and administrative 211,149 838,415 2,451,910 3,501,474 Income (loss) from operations - reportable segments $ 282,527 $ ( 47,390 ) $ 2,334,497 $ 2,569,634 Reconciliation: Income (loss) from operations - reportable segments $ 2,569,634 Corporate operating expenses ( 1,269,902 ) Interest expense ( 176,273 ) Interest income 208,775 Gain (loss) on foreign currency exchange transactions 46,074 Other income (expense) 63,925 Net income (loss) before income taxes $ 1,442,233 Page 30 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) The following tables present financial information by reportable segment for the six months ended December 31, 2025: For the Six Months Ended December 31, 2025 North America Europe Asia - Pacific Total Revenues License $ - $ 73,487 $ 116,220 $ 189,707 Subscription and support 2,853,030 3,032,512 12,154,796 18,040,338 Services 2,005,001 3,464,116 10,121,239 15,590,356 Intersegment revenues - - 2,304,832 2,304,832 Total revenue from reportable segments $ 4,858,031 $ 6,570,115 $ 24,697,087 $ 36,125,233 Elimination of intersegment revenues - - - ( 2,304,832 ) Total consolidated revenues $ 33,820,401 Revenues from reportable segments $ 4,858,031 $ 6,570,115 $ 24,697,087 $ 36,125,233 Salaries and consultants 1,013,523 2,238,059 10,795,838 14,047,420 Travel 280,658 170,062 1,076,893 1,527,613 Depreciation - - 398,797 398,797 Other (a) 1,263,978 1,756,056 2,190,287 5,210,321 Gross Profit 2,299,872 2,405,938 10,235,272 14,941,082 Selling and marketing 1,381,144 779,867 3,627,460 5,788,471 Depreciation 3,516 88,733 133,306 225,555 General and administrative 510,175 1,727,992 4,724,480 6,962,647 Income (loss) from operations - reportable segments $ 405,037 $ ( 190,654 ) $ 1,750,026 $ 1,964,409 Reconciliation: Income (loss) from operations - reportable segments $ 1,964,409 Corporate operating expenses ( 2,503,383 ) Interest expense ( 350,884 ) Interest income 489,749 Gain (loss) on foreign currency exchange transactions ( 240,843 ) Other income (expense) 81,595 Net income (loss) before income taxes $ ( 559,357 ) Page 31 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) As of December 31, 2025 North America Europe Asia - Pacific Total Segment assets: Cash $ 268,754 $ 1,934,027 $ 15,401,147 $ 17,603,928 Accounts receivable, net of allowance 581,587 1,740,660 5,453,849 7,776,096 Revenue in excess of billings, net of allowance 1,936,177 2,565,384 13,342,530 17,844,091 Other segment assets (b) 214,072 1,216,615 8,052,098 9,482,785 Total segment assets $ 3,000,590 $ 7,456,686 $ 42,249,624 $ 52,706,900 Asset Reconciliation Total assets for reportable segments 52,706,900 Corporate assets 676,723 Goodwill not allocated to segments 9,302,524 Consolidated total $ 62,686,147 For the Six Months ended December 31, 2025 North America Europe Asia - Pacific Total Expenditures for property, plant and equipment $ 21,100 $ 70,928 $ 764,302 $ 856,330 Page 32 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) The following tables present financial information by reportable segment for the three months ended December 31, 2024: For the Three Months Ended December 31, 2024 North America Europe Asia - Pacific Total Revenues License $ - $ 72,688 $ - $ 72,688 Subscription and support 1,606,262 1,202,858 5,833,509 8,642,629 Services 1,601,011 1,985,634 3,234,699 6,821,344 Intersegment revenues - - 2,326,738 2,326,738 Total revenue from reportable segments 3,207,273 3,261,180 11,394,946 17,863,399 Elimination of intersegment revenues - - - ( 2,326,738 ) Total consolidated revenues $ 15,536,661 Revenues from reportable segments 3,207,273 3,261,180 11,394,946 17,863,399 Salaries and consultants 633,275 1,186,918 4,894,244 6,714,437 Travel 40,925 76,296 484,030 601,251 Depreciation - - 237,882 237,882 Other (a) 1,566,498 996,022 826,968 3,389,488 Gross Profit 966,575 1,001,944 4,951,822 6,920,341 Selling and marketing 593,160 333,166 1,601,336 2,527,662 Depreciation 599 53,179 80,925 134,703 General and administrative 153,455 933,885 2,291,938 3,379,278 Income (loss) from operations - reportable segments $ 219,361 $ ( 318,286 ) $ 977,623 $ 878,698 Reconciliation: Income (loss) from operations - reportable segments $ 878,698 Corporate operating expenses ( 1,365,648 ) Interest expense ( 236,386 ) Interest income 529,072 Gain (loss) on foreign currency exchange transactions ( 698,426 ) Other income (expense) 38,098 Net income (loss) before income taxes $ ( 854,592 ) Page 33 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) The following tables present financial information by reportable segment for the six months ended December 31, 2024: For the Six Months Ended December 31, 2024 North America Europe Asia - Pacific Total Revenues License $ - $ 73,917 $ - $ 73,917 Subscription and support 2,868,907 2,095,630 11,870,563 16,835,100 Services 3,207,027 3,586,919 6,432,196 13,226,142 Intersegment revenues - - 2,948,130 2,948,130 Total revenue from reportable segments $ 6,075,934 $ 5,756,466 $ 21,250,889 $ 33,083,289 Elimination of intersegment revenues - - - ( 2,948,130 ) Total consolidated revenues $ 30,135,159 Revenues from reportable segments $ 6,075,934 $ 5,756,466 $ 21,250,889 $ 33,083,289 Salaries and consultants 1,116,884 2,187,993 9,613,294 12,918,171 Travel 180,700 91,026 900,387 1,172,113 Depreciation - - 466,432 466,432 Other (a) 1,826,943 1,641,946 1,573,231 5,042,120 Gross Profit 2,951,407 1,835,501 8,697,545 13,484,453 Selling and marketing 1,141,259 606,534 3,002,224 4,750,017 Depreciation 1,070 112,859 158,221 272,150 General and administrative 374,881 1,861,087 4,651,243 6,887,211 Income (loss) from operations - reportable segments $ 1,434,197 $ ( 744,979 ) $ 885,857 $ 1,575,075 Reconciliation: Income (loss) from operations - reportable segments $ 1,575,075 Corporate operating expenses ( 2,822,183 ) Interest expense ( 494,605 ) Interest income 1,298,939 Gain (loss) on foreign currency exchange transactions ( 155,881 ) Other income (expense) 191,589 Net income (loss) before income taxes $ ( 407,066 ) Page 34 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) As of June 30, 2025 North America Europe Asia - Pacific Total Segment assets: Cash $ 387,955 $ 1,138,048 $ 15,248,031 $ 16,774,034 Accounts receivable, net of allowance 581,872 1,084,418 5,861,282 7,527,572 Revenue in excess of billings, net of allowance 1,967,757 3,178,780 13,987,848 19,134,385 Other segment assets (b) 243,550 1,580,534 7,066,725 8,890,809 Total segment assets $ 3,181,134 $ 6,981,780 $ 42,163,886 $ 52,326,800 Asset Reconciliation Total assets for reportable segments 52,326,800 Corporate assets 811,785 Goodwill not allocated to segments 9,302,524 Consolidated total $ 62,441,109 For the Six Months ended December 31, 2024 North America Europe Asia - Pacific Total Expenditures for property, plant and equipment $ 3,841 $ 56,204 $ 508,089 $ 568,134 (a) Other costs of goods sold include computer costs, third-party hardware and software costs, repair and maintenance, insurance, utilities, and communication expenses. (b) Other assets include property and equipment, right of use of assets, advances, deposits, and prepayments. Page 35 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) NOTE 16 – NON-CONTROLLING INTEREST IN SUBSIDIARY The Company had non-controlling interests in several of its subsidiaries. The balance of non-controlling interest was as follows: SCHEDULE OF BALANCE OF NON-CONTROLLING INTEREST SUBSIDIARY Non-Controlling Interest % Non-Controlling Interest at December 31, 2025 NetSol PK 31.33 % $ 5,572,128 NetSol Innovation 31.33 % ( 816,369 ) NAMECET 31.33 % 1,252,670 NIAI 31.33 % ( 9,576 ) NetSol Thai 0.006 % ( 196 ) OTOZ Thai 0.01 % ( 1 ) Total $ 5,998,656 SUBSIDIARY Non-Controlling Interest % Non-Controlling Interest at June 30, 2025 NetSol PK 30.24 % $ 4,496,723 NetSol Innovation 30.24 % ( 637,529 ) NAMECET 30.24 % 567,819 NIAI 30.24 % ( 1,471 ) NetSol Thai 0.006 % ( 184 ) OTOZ Thai 0.01 % 7 OTOZ 0.00 % - Total $ 4,425,365 During the six months ended December 31, 2025, employees of NetSol PK, a majority-owned subsidiary of the Company, exercised stock options to purchase an aggregate of 1,346,330 shares of the subsidiary’s common stock for total proceeds of $ 370,553 . Of this amount, $ 358,133 was received during the six months ended December 31, 2025, and $ 12,420 was received during the fiscal year ended June 30, 2025. Due to this exercise, the non-controlling interest in NetSol PK, NetSol Innovation, NAMECET and NIAI, increased from 30.24 % at June 30, 2025 to 31.33 % at December 31, 2025. The carrying amount of the non-controlling interest was increased by $ 560,473 , and the difference of $ 189,920 was recognized as a decrease in additional paid-in capital in the Company’s consolidated equity. Page 36 NETSOL TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements December 31, 2025 (Unaudited) The 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 Three Months For the Six Months Ended December 31, Ended December 31, 2025 2024 2025 2024 Net income (loss) attributable to NetSol $ 246,757 $ ( 1,147,042 ) $ ( 2,110,531 ) $ ( 1,076,247 ) Transfer to (from) non-controlling interest Decrease in paid-in capital for purchase of 177,558 shares of OTOZ Inc common stock 31,004 - ( 112,010 ) Decrease in paid-in capital for option exercise of 1,346,330 shares of common stock of NetSol PK by employees ( 151,204 ) ( 189,920 ) - Net transfer to (from) non-controlling interest ( 151,204 ) 31,004 ( 189,920 ) ( 112,010 ) Change from net income (loss) attributable to NetSol and transfer (to) from non-controlling interest $ 95,553 $ ( 1,116,038 ) $ ( 2,300,451 ) $ ( 1,188,257 ) NOTE 17– INCOME TAXES The current tax provision is based on taxable income for the year determined in accordance with the prevailing law for taxation of income. The charge for tax on income is calculated at the current rates of taxation as applicable after considering tax credit and tax rebates available, if any. We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Our effective tax rate will depend on the portion of our profits earned within and outside the United States. During the three and six months ended December 31, 2025, the Company recorded an income tax provision of $ 480,194 and $ 695,969 , respectively. During the three and six months ended December 31, 2024, the Company recorded an income tax provision of $ 331,614 and $ 561,431 , respectively. Page 37 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion is intended to assist in an understanding of the Company’s financial position and results of operations for the three months ended December 31, 2025. The following discussion should be read in conjunction with the information included within our Annual Report on Form 10-K for the year ended June 30, 2025, and the Condensed Consolidated Financial Statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Our website is located at https://netsoltech.com/ , and our investor relations website is located at https://ir.netsoltech.com . The following filings are available through our investor relations website after we file with the SEC: Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and our Proxy Statements for our annual meetings of stockholders. These filings are also available for download free of charge on our investor relations website. We also provide a link to the section of the SEC’s website at www.sec.gov that has all of our public filings, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports, our Proxy Statements and other ownership related filings. Further, a copy of this Quarterly Report on Form 10-Q is located at the SEC’s Public Reference Room at 100 F Street, NE, Washington D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website. Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings releases, and blogs as part of our investor relations website and on social media platforms linked to our corporate website. Investors and others can receive notifications of new information posted on our investor relations website by signing up for e-mail alerts. Further corporate governance information, including our committee charters and code of conduct, is also available on our investor relations website at https://ir.netsoltech.com/all-sec-filings. The content of our websites is not intended to be incorporated by reference into this or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only. Forward-Looking Information This report contains certain forward-looking statements and information relating to the Company that is based on the beliefs of its management as well as assumptions made by and information currently available to its management. When used in this report, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, and similar expressions as they relate to the Company or its management, are intended to identify forward-looking statements. These statements reflect management’s current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The Company’s realization of its business aims could be materially and adversely affected by any technical or other problems in, or difficulties with, planned funding and technologies, third party technologies which render the Company’s technologies obsolete, the unavailability of required third party technology licenses on commercially reasonable terms, the loss of key research and development personnel, the inability or failure to recruit and retain qualified research and development personnel, or the adoption of technology standards which are different from technologies around which the Company’s business ultimately is built. The Company does not intend to update these forward-looking statements. Page 38 Business Overview NetSol Technologies is a global business services and asset finance solutions provider. NetSol delivers state-of-the-art solutions for the asset finance and leasing industry, serving automotive and equipment OEMs, auto captives and financial institutions across over 30 countries. Since its inception in 1997, NetSol has been at the cutting edge of technology, pioneering innovations with its asset finance solutions and leveraging advanced AI and cloud services to meet the complex needs of the global market. Renowned for its deep industry expertise, customer-centric approach and commitment to excellence, NetSol fosters strong partnerships with its clients, ensuring their success in an ever-evolving landscape. With a rich history of innovation, ethical business practices and a focus on sustainability, NetSol is dedicated to empowering businesses worldwide, securing its position as the trusted partner for leading firms around the globe. Our primary sources of revenues have been licensing, subscriptions, modification, enhancement and support of our suite of financial applications, under the brand name Transcend™ Finance (formerly called NFS Ascent ® ) for leading businesses in the global finance and leasing space. Our clients include blue chip organizations, Dow-Jones 30 Industrials, Fortune 500 manufacturers, financial institutions, global vehicle manufacturers and enterprise technology providers, all of which are serviced by our strategically placed support and delivery locations around the globe. We are also committed to serving Tier-2 and Tier-3 banks and financial institutions. We understand the unique challenges faced by these institutions, which is why we offer innovative cloud implementation solutions without any license fees, with rapid deployments and the with ability to scale. Further, our out-of-the-box, API-first products are designed to seamlessly integrate into existing systems, providing flexibility and scalability that smaller institutions often need. By prioritizing accessibility and ease of use, we empower smaller financial companies to enhance their service offerings and streamline operations, positioning ourselves as a trusted partner in their digital transformation journey. Founded in 1997, NetSol is headquartered in Encino, California. While the Company follows a global strategy for sales and delivery of its portfolio of solutions and services, it continues to maintain regional offices in the following locations: ● North America Encino, California and Austin, Texas ● Europe London Metropolitan area, Horsham and Flintshire ● Asia Pacific Lahore, Karachi, Bangkok, Beijing, Tianjin, Jakarta and Sydney ● Middle East Dubai We believe that our strong technology solutions offer our customers a return on their investment and allows us to thrive in a hyper competitive and mature global marketplace. Our solutions are bolstered by our people. We believe that people are the drivers of success; therefore, we invest heavily in our hiring, training and retention of top-notch staff to ensure not only successful selling, but also the ongoing satisfaction of our clients. Taken together, this “selling and attentive servicing” approach creates a distinctive advantage for us and a unique value for our customers. We continue to underpin our proven and effective business model, which is a combination of careful cost arbitrage, subject matter expertise, domain experience, scalability and proximity with our global and regional customers. Expertise Our expertise in enterprise technology and financial application development has helped us emerge as a global player in the finance and leasing industry and enabled us to secure a broad footprint across the major markets of North America, Asia Pacific and Europe. The Asia Pacific region has particularly benefitted from the organic growth in the fast-developing leasing automation industry, which is still nascent as per Western standards. Page 39 Domain Experience NetSol is a dynamic leader and has been able to accumulate a wealth of experience in the global asset finance and leasing industry. We have built a large knowledge base which is regularly refined and updated to ensure the most up-to-date best practices and business solutions for the benefit of our clients and partners. We have a strong presence in the captive asset-finance domain. We have had continual operations for nearly three decades in Asia Pacific and Europe and over four decades in North America. Proximity with Global and Regional Customers We have offices across the world, located strategically to maintain close contact and proximity with our customers in various key markets. This has not only helped us strengthen our customer relationships, but also build a deeper understanding of local market dynamics. Simultaneously, we can extend services and support development through a combination of onsite and offsite resources. This approach has allowed us to offer blended rates to our customers by employing a unique and cost-effective global development model. While our business model is built around the development, implementation and maintenance of our suite of financial applications, we employ the same facilities and competencies to extend our services to related segments, including but not limited to: ● Information security ● Digital solutions ● AI, ML and data analytics ● Generative AI ● Policy and strategy ● Emerging technologies| ● Cloud services ● Data engineering Our global operations are broken down into three primary regions: North America, Europe and Asia Pacific. All of the subsidiaries are seamlessly integrated to function effectively with global delivery capabilities, cross selling to multinational asset finance companies, leveraging the centralized marketing and pre-sales organization, and a network of employees connected across the globe to support local and global customers and partners. OUR PRODUCTS AND SERVICES Covering the complete finance and leasing lifecycle starting from quotation origination through contract settlements, our products are designed and developed for highly flexible settings and are capable of dealing with multinational, multi-company, multi-asset, multi-lingual, multi-distributor and multi-manufacturer environments. Our solutions empower financial institutions to effectively manage their complex lending portfolios, enabling them to thrive in hyper-competitive global markets. Built on cutting-edge, modern technology, NetSol’s unified Transcend™ Platform is an AI-powered digital retail and asset finance solution for automotive and equipment OEMs, auto captives, commercial lenders, dealers, brokers and financial institutions. PRODUCTS AND SERVICES: TRANSCEND™ PLATFORM The Transcend™ Platform, powered by NetSol, is an AI-driven unified ecosystem that revolutionizes how assets are sold, financed and leased. Designed to automate and optimize every step - from sales to originations to servicing, Transcend™ leverages AI and ML to drive predictive insights and smarter decision-making. Page 40 Transcend™ Retail (Formerly Known as Otoz®) We revolutionize auto and equipment retail with a fully digital, integrated platform that simplifies the entire customer journey. From online purchasing to finance approval, Transcend™ Retail (formerly known as Otoz®) offers advanced retail and mobility solutions that keep dealerships or OEMs at the cutting edge of consumer expectations. Transcend™ Finance (Formerly Known as Ascent®) We streamline finance and leasing operations with a comprehensive solution for originations, servicing and wholesale finance. Transcend™ Finance (formerly known as Ascent®) empowers automotive and equipment OEMs, auto captives, commercial lenders, dealers, brokers and financial institutions with end-to-end visibility and control, ensuring seamless workflows and accelerated business outcomes. Originations We streamline the entire origination process, from submission to approval, with advanced features such as real-time, AI-powered credit decisioning, automated deal flows and more. Servicing We enable financial institutions to attain real-time insights into portfolio performance, delinquencies and losses, enabling proactive portfolio management and strategic decision-making. Wholesale finance Our wholesale finance solution empowers customers to gain a competitive edge by automating their wholesale finance and floor planning operations effortlessly. Transcend™ Marketplace (Formerly Known as Appex Now) Transcend™ Marketplace (formerly known as Appex Now) offers a suite of flexible, component-based solutions that integrate seamlessly with the customer’s existing infrastructure. Transcend™ Marketplace is a modular, API-first solution that addresses every aspect of finance and leasing using tools for calculations, document generation, loan origination and lending configurations. Flex™ Flex is an API-first, ready-to-use calculation and quotation engine. It is a one-stop solution that guarantees precise calculations at all stages of the contract lifecycle through various calculation types. All the calculations are parameter-driven, which helps perform simple, multi-dimensional or complex calculations based on the needs of a business. Flex™ has a lightning-fast onboarding process, which can take place in mere minutes. Hubex™ Hubex™ is an API library that enables companies to standardize all their API integration procedures across multiple API services through a single integration. In addition to traditional lending companies, Hubex™ can also streamline the operations of dealerships, vendors and consultants. With a ready-to-use service, Hubex™ makes it easy for businesses to seamlessly connect with multiple APIs and achieve their desired outcomes. Pre-integrated services in the Hubex™ library include, but are not limited to, payment processing, bank account authentication, finance and insurance products, fraud check, know your customer (KYC) service, driver license verification, address validation, vehicle valuation and notification service. Index™ Index™ is a cloud-based parameter storage that smoothly runs all of a company’s core lending operations. It is an accumulation of all the master setups, including asset catalog and inventory, programs, rates, and profiles for lenders, dealers and multiple partners, in one centralized location for all business types. Index TM can enhance delivery efficiency and program management for easy integration into all systems. Dock™ Dock™ is an advanced document generation tool that lets a company create accurate and professional-looking documents in just seconds. With Dock TM ’s template-based configuration, a company can set up placeholders for data, essentially simplifying the document creation process and reducing the chance of human error. Its API-first architecture ensures scalability, making it capable of handling any document generation task, from single documents to millions, with ease. Page 41 Lane™ Lane™ offers a feature-rich, end-to-end order management system for asset leasing and loans and credit companies. Our platform covers all aspects, from conducting end-to-end sales to performing dealer and partner-related tasks and marketing-related activities. The system offers a variety of dashboards that provide vital information for dealers and partners while enabling quick order management and providing a way for users to record and submit a complete credit application for their clients. Link™ Link is a purpose-built platform designed for brokers, lenders, dealers and borrowers to work seamlessly together. With tailored solutions that simplify applications and automate key processes, Link TM is designed to enhance customer relationships whilst making compliance effortless. This results in faster approvals, enriched customer experiences and stronger loyalty via elevated customer satisfaction. Intermediary portals: Broker portals Efficiency and effectiveness are paramount for any broker. Managing disparate systems and processes can be cumbersome and time-consuming, often leading to inefficiencies and missed opportunities. NetSol offers a solution to these challenges by consolidating disparate processes into a single unified interface, revolutionizing the way a brokerage operates. Lender portals NETSOL’s lender-specific portals are designed to transform the lending process by enhancing risk management and driving profitability. Our advanced tools not only streamline loan origination, but also facilitate seamless communication and collaboration with the lending ecosystem. We empower a company’s lending process with intuitive and efficient lender portals designed for a seamless user experience. Dealer portals In the competitive automotive industry, dealers need efficient and comprehensive solutions to manage their operations effectively. NetSol’s intermediary portals serve as digital command centers, providing dealers with a wide array of tools, resources and services to optimize every aspect of their business, from inventory management to sales and marketing. Transcend™ Consultancy Empowering businesses with Transcend™ Consulting Services, we offer expert guidance across critical areas like information security, data engineering and cloud services. Our team partners with businesses to create tailored solutions that drive innovation, efficiency and growth. Transcend™ AI Labs We are leading AI-driven innovation with our Transcend™ AI Labs, integrating advanced AI services into our product suite to solve the unique challenges of BFSI, equipment and auto OEMs and dealerships. Our tailored solutions drive industry-specific advancements, helping companies stay ahead in a competitive market. Page 42 Highlights Listed below are a few of NetSol’s highlights for the quarter ended December 31, 2025: ● We entered into a four-year contract extension valued at approximately $50 million with a long-standing customer and strategic partner. The extension reinforces recurring revenue through ongoing maintenance and licensing fees and expands the customer’s continued use of the Transcend™ Finance platform across multiple countries. ● We launched Check AI , an AI-powered credit decisioning engine within the Transcend™ Finance platform. The solution automates manual credit workflows, accelerates decision-making, and enhances underwriting accuracy through improved data aggregation, document processing, and financial analysis. ● We signed a contract valued at approximately $1.75 million with a provincial government entity in Pakistan, funded by the World Bank, to support the digitization of government workflows. The project focuses on process automation and cross-departmental system integration to improve operational efficiency and public service delivery. ● We successfully went live with a China-based captive automotive finance company, deploying a localized Transcend™ Finance platform to support dealer and customer financing operations. The implementation enables streamlined credit workflows, regulatory compliance, and scalable growth. ● A Thailand-based captive finance company of a leading Japanese automotive manufacturer went live on the upgraded Transcend™ Wholesale platform, automating wholesale financing, inventory management, and dealer credit processes and improving operational visibility. ● A UK-based multi-asset finance company successfully went live on the Transcend™ Finance Wholesale platform, enabling wholesale loan origination, servicing, and digital dealer self-service across its European operations. ● A leading German automotive manufacturer in North America successfully completed a dealer portal pilot, enabling enhanced dealer self-service, real-time financing workflows, and improved digital engagement. The pilot represents a milestone toward broader rollout. ● We secured a third-party support services engagement with a global automotive captive finance company in China, generating approximately $0.8 million in annual recurring revenue. The engagement includes ongoing platform support and operational services. ● We generated approximately $1.5 million in incremental revenue through the delivery of platform modifications and enhancements requested by multiple customers across various regions. ● NETSOL Institute of Artificial Intelligence entered into a strategic partnership with Pakistan’s national vocational and technical training authority to train approximately 1,600 individuals in artificial intelligence, data science, and cybersecurity. The initiative is expected to generate over $1 million in revenue. Management has identified the following material trends affecting NetSol. Positive trends: ● The global automotive market appears to be holding steady or growing, positively affecting our customers’ potential revenues and, accordingly their willingness to spend on technology solutions: ○ Despite the volatility of the 2025 automobile market, executives still pointed to critical opportunity areas for 2026, including the demand for Battery Electric Vehicles (BEV) and Advanced Drive Assistance Systems (ADAS) (S&P Global Mobility, January 14, 2026). Page 43 ○ According to recent forecasts, China’s auto sales in 2025 are expected to reach approximately 32.9 million units, representing a 4.7% year-over-year increase. Sales of New Energy Vehicles (NEV) account for 48.7% of all new car sales in China. (China Automobile Manufacturers Association). China’s sales target for NEVs in 2025 is projected to reach 15.5 million units, amounting to a 20% rise over 2024 figures (Fastmarkets, September 19, 2025). ○ Chinese OEMs have rapidly scaled exports globally, notably to Europe and emerging economies, selling approximately three million vehicles per year to major regions since 2020. Chinese vehicles provide significant cost advantages stemming from integrated supply chains, innovative battery chemistries, concentrated mineral refining capabilities, advancements in local engineering capabilities, and high competition among the rapidly expanding base of legacy and emerging OEMs (PWC, January 30, 2026). ○ Current forecasts project North American vehicle production volumes will return to mid-2019 levels by 2030, driven by capacity expansions and reallocation toward BEV and HEV (Hybrid Electric Vehicle) vehicles. Global players are investing heavily in expanding facilities in North America, while others are repurposing BEV capacity for flexible manufacturing lines that can adapt to evolving demand (PWC, January 30, 2026). ○ China’s exports have grown rapidly, with Chinese manufacturers penetrating nearly all major global regions except the US—adding approximately three million vehicles in exports since 2020. This export surge targets primarily Europe, Latin America, and parts of Southeast Asia, where Chinese OEMs such as BYD and Chery offer quality vehicles at low cost. Localized production strategies and expanding EU dealerships support this growth (PWC, January 30, 2026). ● The overall size of the mobility market in Europe and the United States is projected to increase to over $425 billion combined by 2035 or a compound CAGR of 5% from 2022 (Deloitte Global Automotive Mobility Market Simulation Tool). ● The global automotive finance market size was valued at approximately $295.13 billion in 2024 and is projected to reach $451.71 billion by 2030, representing a compound annual growth rate (CAGR) of 7.4% from 2025 through 2030 (Grandview Research). Negative trends: ● The conflict in Gaza has disrupted the entire Middle East region since October 7, 2023. The conflict has expanded to neighboring nations such as Syria, Lebanon, and Iran. The unrest and turmoil in the region are viewed unfavorably by the regional business community. While recent ceasefire efforts may signal a positive change to the volatility in the region, there is no guarantee that the ceasefire will hold or that any outcome of the conflict will positively affect the region. Gulf markets remain cautious due to ongoing uncertainties (CEO Today, October 10, 2025; Reuters, December 17, 2025). ● The new-vehicle sales pace in the U.S. in 2026 will decline to 15.8 million from 16.3 million in 2025. Slower economic growth, softer job creation, and the loss of EV tax incentives are all expected to weigh on demand (Cox Automotive, January 27, 2026). ● General economic conditions in our geographic markets, inflation, economic uncertainty, and increased operational costs are pressuring margins and leading companies to prioritize critical investment and control spending. ● SaaS cybersecurity faces unprecedented challenges as companies increasingly migrate critical functions to cloud platforms. Proliferation of AI tools within these platforms has created additional attack vectors that require specialized security approaches beyond legacy protections (JOSYS.COM). ● The imposition of tariffs on China and on other US trading partners may affect the price of consumer goods, including vehicles, amongst others, negatively affecting the profitability of many of our customers. Page 44 CHANGES IN FINANCIAL CONDITION Quarter Ended December 31, 2025 Compared to the Quarter Ended December 31, 2024 The following table sets forth the items in our unaudited condensed consolidated statement of operations for the three months ended December 31, 2025 and 2024 as a percentage of revenues. For the Three Months Ended December 31, 2025 % 2024 % Net Revenues: License fees $ 117,482 0.6 % $ 72,688 0.5 % Subscription and support 9,079,783 48.3 % 8,642,629 55.6 % Services 9,611,213 51.1 % 6,821,344 43.9 % Total net revenues 18,808,478 100.0 % 15,536,661 100.0 % Cost of revenues 9,779,386 52.0 % 8,616,320 55.5 % Gross profit 9,029,092 48.0 % 6,920,341 44.5 % Operating expenses: Selling, general and administrative 7,481,647 39.8 % 7,073,622 45.5 % Research and development cost 247,713 1.3 % 333,669 2.1 % Total operating expenses 7,729,360 41.1 % 7,407,291 47.7 % Income (loss) from operations 1,299,732 6.9 % (486,950 ) -3.1 % Other income and (expenses) Interest expense (176,273 ) -0.9 % (236,386 ) -1.5 % Interest income 208,775 1.1 % 529,072 3.4 % Gain (loss) on foreign currency exchange transactions 46,074 0.2 % (698,426 ) -4.5 % Other income 63,925 0.3 % 38,098 0.2 % Total other income (expenses) 142,501 0.8 % (367,642 ) -2.4 % Net income (loss) before income taxes 1,442,233 7.7 % (854,592 ) -5.5 % Income tax provision (480,194 ) -2.6 % (331,614 ) -2.1 % Net income (loss) 962,039 5.1 % (1,186,206 ) -7.6 % Non-controlling interest (715,282 ) -3.8 % 39,164 0.3 % Net income (loss) attributable to NetSol $ 246,757 1.3 % $ (1,147,042 ) -7.4 % Net income (loss) per share: Net income (loss) per common share Basic $ 0.02 $ (0.10 ) Diluted $ 0.02 $ (0.10 ) Weighted average number of shares outstanding Basic 11,797,068 11,484,298 Diluted 11,797,068 11,484,298 Page 45 A significant portion of our business is conducted in currencies other than the U.S. dollar. We operate in several geographical regions as described in Note 15 “Operating Segments” within the Notes to the Condensed Consolidated Financial Statements. Weakening of the value of the U.S. dollar compared to foreign currency exchange rates generally has the effect of increasing our revenues but also increasing our expenses denominated in currencies other than the U.S. dollar. Similarly, strengthening of the U.S. dollar compared to foreign currency exchange rates generally has the effect of reducing our revenues but also reducing our expenses denominated in currencies other than the U.S. dollar. We plan our business accordingly by deploying additional resources to areas of expansion, while continuing to monitor our overall expenditures given the economic uncertainties of our target markets. In order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, we compare the changes in results from one period to another period using constant currency. In order to calculate our constant currency results, we apply the current period results to the prior period foreign currency exchange rates. In the table below, we present the change based on actual results in reported currency and in constant currency. For the Three Months Favorable (Unfavorable) Change in Favorable (Unfavorable) Change due to Total Favorable (Unfavorable) Ended December 31, Constant Currency Change as 2025 % 2024 % Currency Fluctuation Reported Net Revenues: $ 18,808,478 100.0 % $ 15,536,661 100.0 % $ 3,259,628 $ 12,189 $ 3,271,817 Cost of revenues: 9,779,386 52.0 % 8,616,320 55.5 % (1,201,747 ) 38,681 (1,163,066 ) Gross profit 9,029,092 48.0 % 6,920,341 44.5 % 2,057,881 50,870 2,108,751 Operating expenses: 7,729,360 41.1 % 7,407,291 47.7 % (306,264 ) (15,805 ) (322,069 ) Income (loss) from operations $ 1,299,732 6.9 % $ (486,950 ) -3.1 % $ 1,751,617 $ 35,065 $ 1,786,682 Net revenues for the three months ended December 31, 2025 and 2024 are broken out among the segments as follows: 2025 2024 Revenue % Revenue % North America $ 2,749,668 14.6 % $ 3,207,273 20.6 % Europe 3,265,798 17.4 % 3,261,180 21.0 % Asia-Pacific 12,793,012 68.0 % 9,068,208 58.4 % Total $ 18,808,478 100.0 % $ 15,536,661 100.0 % Revenues License fees License fees for the three months ended December 31, 2025 were $117,482 compared to $72,688 for the three months ended December 31, 2024 reflecting an increase of $44,794 with an increase in constant currency of $43,128. Page 46 Subscription and support Subscription and support fees for the three months ended December 31, 2025, were $9,079,783 compared to $8,642,629 for the three months ended December 31, 2024, reflecting an increase of $437,154 with an increase in constant currency of $515,085. Subscription and support fees for the three months ended December 31, 2024, included approximately $1,000,000 related to a one-time catch-up from four customers. Subscription and support fees begin once a customer has “gone live” with our product and are recurring in nature. We anticipate these fees to increase over time as we implement our Transcend TM products. Services Services income for the three months ended December 31, 2025, was $9,611,213 compared to $6,821,344 for the three months ended December 31, 2024, reflecting an increase of $2,789,869, with an increase in constant currency of $2,701,415. Services revenue increased compared to the prior quarter, primarily due to the timing and composition of the current implementation projects. Gross Profit The gross profit was $9,029,092 for the three months ended December 31, 2025, compared with $6,920,341 for the three months ended December 31, 2024. This is an increase of $2,108,751 with an increase in constant currency of $2,057,881. The gross profit percentage for the three months ended December 31, 2025, also increased to 48.0% from 44.5% for the three months ended December 31, 2024. The cost of sales was $9,779,386 for the three months ended December 31, 2025, compared to $8,616,320 for the three months ended December 31, 2024, for an increase of $1,163,066 and on a constant currency basis an increase of $1,201,747. As a percentage of sales, cost of sales decreased from 55.5% for the three months ended December 31, 2024, to 52.0% for the three months ended December 31, 2025. Salaries and consultant fees increased by $368,457 from $6,714,437 for the three months ended December 31, 2024, to $7,082,894 for the three months ended December 31, 2025, and on a constant currency basis increased by $361,926. The increase is due to annual salary raises. As a percentage of sales, salaries, and consultant expenses decreased from 43.2% for the three months ended December 31, 2024, to 37.7% for the three months ended December 31, 2025. Travel expenses were $1,029,441 for the three months ended December 31, 2025, compared to $601,251 for the three months ended December 31, 2024, for an increase of $428,190 with an increase in constant currency of $425,180. As a percentage of sales, travel expense increased from 3.9% for the three months ended December 31, 2024, to 5.5% for the three months ended December 31, 2025. Travel expenses increased due to travel associated with new customer implementation projects. Depreciation and amortization expense decreased to $190,066 compared to $237,882 for the three months ended December 31, 2024, or a decrease of $47,816 and on a constant currency basis a decrease of $45,574. Other costs were $1,476,985 for the three months ended December 31, 2025, compared to $1,062,750 for the three months ended December 31, 2024, or an increase of $414,235, and on a constant currency basis an increase of $460,215. The increase is mainly due to an increase in third-party hardware and software costs of approximately $377,698 and hosting fees of approximately $79,881. Operating Expenses Operating expenses were $7,729,360 for the three months ended December 31, 2025, compared to $7,407,291, for the three months ended December 31, 2024, for an increase of $322,069 and on a constant currency basis an increase of $306,264. As a percentage of sales, it decreased from 47.7% to 41.1%. The increase in operating expenses was primarily due to increases in selling and marketing expenses, salaries and wages, offset by a decrease in other general and administrative expenses and the provision for doubtful accounts. Selling and marketing expenses were $3,016,079 for the three months ended December 31, 2025, compared to $2,662,397 for the three months ended December 31, 2024, for an increase of $353,682 and on a constant currency basis an increase of $356,319. The increase is mainly due to increases in salaries and consultants of approximately $167,714, due to annual raises and the hiring of additional marketing personnel. Other marketing expenses increased by approximately $138,702 due to the increase in advertising and marketing events. Page 47 General and administrative expenses were $4,465,568 for the three months ended December 31, 2025, compared to $4,411,225 for the three months ended December 31, 2024, or an increase of $54,343 and on a constant currency basis an increase of $32,746. During the three months ended December 31, 2025, salaries increased by $289,749 and increased by $279,058 on a constant currency basis, bad debt expense decreased by $46,621 and decreased by $47,447 on a constant currency basis, and other general and administrative expenses decreased by $188,785 and decreased by $198,865 on a constant currency basis. Research and development cost was $247,713 for the three months ended December 31, 2025, compared to $333,669 for the three months ended December 31, 2024, for a decrease of $85,956 and on a constant currency basis a decrease of $82,801. Income/Loss from Operations Income from operations was $1,299,732 for the three months ended December 31, 2025, compared to a loss from operations of $486,950 for the three months ended December 31, 2024. This represents an increase in income of $1,786,682 with an increase of $1,751,617 on a constant currency basis for the three months ended December 31, 2025, compared with the three months ended December 31, 2024. As a percentage of sales, income from operations was 6.9% for the three months ended December 31, 2025, compared to a loss from operations of 3.1% for the three months ended December 31, 2024. Other Income and Expense Other income was $142,501 for the three months ended December 31, 2025, compared to other loss of $367,642 for the three months ended December 31, 2024. This represents an increase in other income of $510,143 with an increase of $513,784 on a constant currency basis. The increase is primarily due to the foreign currency exchange transactions. The majority of the contracts with NetSol PK are either in U.S. dollars or Euros; therefore, the currency fluctuations will lead to foreign currency exchange gains or losses depending on the value of the PKR compared to the U.S. dollar and the Euro. During the three months ended December 31, 2025, we recognized a gain of $46,074 in foreign currency exchange transactions compared to a loss of $698,426 for the three months ended December 31, 2024. During the three months ended December 31, 2025, the value of the U.S. dollar decreased 0.7% and the Euro decreased 0.7%, compared to the PKR. During the three months ended December 31, 2024, the value of the U.S. dollar increased 0.4% and the Euro decreased 6.6%, compared to the PKR. Non-controlling Interest For the three months ended December 31, 2025, the net income attributable to non-controlling interest was $715,282, compared to the net loss attributable to non-controlling interest of $39,164 for the three months ended December 31, 2024. Net income (loss) attributable to NetSol The net income was $246,757 for the three months ended December 31, 2025, compared to a net loss of $1,147,042 for the three months ended December 31, 2024. This is an increase of $1,393,799 with an increase of $1,314,986 on a constant currency basis, compared to the prior year. For the three months ended December 31, 2025, net income per share was $0.02 for basic and diluted shares compared to a net loss per share of $0.10 for basic and diluted shares for the three months ended December 31, 2024. Page 48 Six Months Ended December 31, 2025 Compared to the Six Months Ended December 31, 2024 The following table sets forth the items in our unaudited condensed consolidated statement of operations for the six months ended December 31, 2025 and 2024 as a percentage of revenues. For the Six Months Ended December 31, 2025 % 2024 % Net Revenues: License fees $ 189,707 0.6 % $ 73,917 0.2 % Subscription and support 18,040,338 53.3 % 16,835,100 55.9 % Services 15,590,356 46.1 % 13,226,142 43.9 % Total net revenues 33,820,401 100.0 % 30,135,159 100.0 % Cost of revenues 18,879,319 55.8 % 16,650,706 55.3 % Gross profit 14,941,082 44.2 % 13,484,453 44.7 % Operating expenses: Selling, general and administrative 15,018,000 44.4 % 14,037,943 46.6 % Research and development cost 462,056 1.4 % 693,618 2.3 % Total operating expenses 15,480,056 45.8 % 14,731,561 48.9 % Income (loss) from operations (538,974 ) -1.6 % (1,247,108 ) -4.1 % Other income and (expenses) Interest expense (350,884 ) -1.0 % (494,605 ) -1.6 % Interest income 489,749 1.4 % 1,298,939 4.3 % Gain (loss) on foreign currency exchange transactions (240,843 ) -0.7 % (155,881 ) -0.5 % Other income 81,595 0.2 % 191,589 0.6 % Total other income (expenses) (20,383 ) -0.1 % 840,042 2.8 % Net income (loss) before income taxes (559,357 ) -1.7 % (407,066 ) -1.4 % Income tax provision (695,969 ) -2.1 % (561,431 ) -1.9 % Net income (loss) (1,255,326 ) -3.7 % (968,497 ) -3.2 % Non-controlling interest (855,205 ) -2.5 % (107,750 ) -0.4 % Net income (loss) attributable to NetSol $ (2,110,531 ) -6.2 % $ (1,076,247 ) -3.6 % Net income (loss) per share: Net income (loss) per common share Basic $ (0.18 ) $ (0.09 ) Diluted $ (0.18 ) $ (0.09 ) Weighted average number of shares outstanding Basic 11,782,439 11,456,996 Diluted 11,782,439 11,456,996 Page 49 A significant portion of our business is conducted in currencies other than the U.S. dollar. We operate in several geographical regions as described in Note 15 “Operating Segments” within the Notes to the Condensed Consolidated Financial Statements. Weakening of the value of the U.S. dollar compared to foreign currency exchange rates generally has the effect of increasing our revenues but also increasing our expenses denominated in currencies other than the U.S. dollar. Similarly, strengthening of the U.S. dollar compared to foreign currency exchange rates generally has the effect of reducing our revenues but also reducing our expenses denominated in currencies other than the U.S. dollar. We plan our business accordingly by deploying additional resources to areas of expansion, while continuing to monitor our overall expenditures given the economic uncertainties of our target markets. In order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, we compare the changes in results from one period to another period using constant currency. In order to calculate our constant currency results, we apply the current period results to the prior period foreign currency exchange rates. In the table below, we present the change based on actual results in reported currency and in constant currency. For the Six Months Favorable (Unfavorable) Change in Favorable (Unfavorable) Change due to Total Favorable (Unfavorable) Ended December 31, Constant Currency Change as 2025 % 2024 % Currency Fluctuation Reported Net Revenues: $ 33,820,401 100.0 % $ 30,135,159 100.0 % $ 3,364,518 $ 320,724 $ 3,685,242 Cost of revenues: 18,879,319 55.8 % 16,650,706 55.3 % (2,263,611 ) 34,998 (2,228,613 ) Gross profit 14,941,082 44.2 % 13,484,453 44.7 % 1,100,907 355,722 1,456,629 Operating expenses: 15,480,056 45.8 % 14,731,561 48.9 % (656,813 ) (91,682 ) (748,495 ) Income (loss) from operations $ (538,974 ) -1.6 % $ (1,247,108 ) -4.1 % $ 444,094 $ 264,040 $ 708,134 Net revenues for the six months ended December 31, 2025 and 2024 are broken out among the segments as follows: 2025 2024 Revenue % Revenue % North America $ 4,858,031 14.4 % $ 6,075,934 20.2 % Europe 6,570,115 19.4 % 5,756,466 19.1 % Asia-Pacific 22,392,255 66.2 % 18,302,759 60.7 % Total $ 33,820,401 100.0 % $ 30,135,159 100.0 % Revenues License fees License fees for the six months ended December 31, 2025 were $189,707 compared to $73,917 for the six months ended December 31, 2024 reflecting an increase of $115,790 with an increase in constant currency of $111,310. Page 50 Subscription and support Subscription and support fees for the six months ended December 31, 2025, were $18,040,338 compared to $16,835,100 for the six months ended December 31, 2024, reflecting an increase of $1,205,238 with an increase in constant currency of $1,031,209. Subscription and support fees for the six months ended December 31, 2024, included approximately $1,000,000 related to a one-time catch-up from four customers. Subscription and support fees begin once a customer has “gone live” with our product and are recurring in nature. We anticipate these fees to increase over time as we implement our Transcend TM products. Services Services income for the six months ended December 31, 2025, was $15,590,356 compared to $13,226,142 for the six months ended December 31, 2024, reflecting an increase of $2,364,214, with an increase in constant currency of $2,221,999. Services revenue increased primarily due to the timing and composition of the current implementation projects. Gross Profit The gross profit was $14,941,082 for the six months ended December 31, 2025, compared with $13,484,453 for the six months ended December 31, 2024. This is an increase of $1,456,629 with an increase in constant currency of $1,100,907. The gross profit percentage for the six months ended December 31, 2025, slightly decreased to 44.2% from 44.8% for the six months ended December 31, 2024. The cost of sales was $18,879,319 for the six months ended December 31, 2025, compared to $16,650,706 for the six months ended December 31, 2024, for an increase of $2,228,613 and on a constant currency basis an increase of $2,263,611. As a percentage of sales, cost of sales increased from 55.3% for the six months ended December 31, 2024, to 55.8% for the six months ended December 31, 2025. Salaries and consultant fees increased by $1,129,249 from $12,918,171 for the six months ended December 31, 2024, to $14,047,420 for the six months ended December 31, 2025, and on a constant currency basis increased by $1,151,090. The increase is due to annual salary raises. As a percentage of sales, salaries and consultant expenses decreased from 42.9% for the six months ended December 31, 2024, to 41.5% for the six months ended December 31, 2025. Travel expenses were $1,527,613 for the six months ended December 31, 2025, compared to $1,172,113 for the six months ended December 31, 2024, for an increase of $355,500 with an increase in constant currency of $353,637. As a percentage of sales, travel expense increased from 3.9% for the six months ended December 31, 2024, to 4.5% for the six months ended December 31, 2025. Travel expenses increased due to travel associated with new customer implementation projects. Depreciation and amortization expense decreased to $398,797 compared to $466,432 for the six months ended December 31, 2024, or a decrease of $67,635 and on a constant currency basis a decrease of $61,851. Other costs were $2,905,489 for the six months ended December 31, 2025, compared to $2,093,990 for the six months ended December 31, 2024, or an increase of $811,499 and on a constant currency basis an increase of $820,735. The increase is mainly due to an increase in third-party hardware and software costs of approximately $749,100 and hosting fees of approximately $137,169. Operating Expenses Operating expenses were $15,480,056 for the six months ended December 31, 2025, compared to $14,731,561, for the six months ended December 31, 2024, for an increase of $748,495 and on a constant currency basis an increase of $656,813. As a percentage of sales, it decreased from 48.9% to 45.8%. The increase in operating expenses was primarily due to increases in selling and marketing expenses, salaries and wages, offset by a decrease in other general and administrative expenses and the provision for doubtful accounts. Selling and marketing expenses were $6,133,032 for the six months ended December 31, 2025, compared to $4,954,596, for the six months ended December 31, 2024, for an increase of $1,178,436 and on a constant currency basis an increase of $1,110,757. The increase is mainly due to increases in salaries and consultants of approximately $831,253, due to annual raises and the hiring of additional marketing personnel. Other marketing expenses increased by approximately $290,538 due to the increase in advertising and marketing events. Page 51 General and administrative expenses were $8,884,968 for the six months ended December 31, 2025, compared to $9,083,347 for the six months ended December 31, 2024, or a decrease of $198,379 and on a constant currency basis a decrease of $229,340. During the six months ended December 31, 2025, salaries increased by $434,637 and increased by $423,633 on a constant currency basis, bad debt expense decreased by $384,710 and decreased by $385,509 on a constant currency basis, and other general and administrative expenses decreased by $248,306 and decreased by $267,464 on a constant currency basis. Research and development cost was $462,056 for the six months ended December 31, 2025, compared to $693,618 for the six months ended December 31, 2024, for a decrease of $231,562, and on a constant currency basis a decrease of $224,604. Income/Loss from Operations Loss from operations was $538,974 for the six months ended December 31, 2025, compared to $1,247,108 for the six months ended December 31, 2024. This represents a decrease in loss of $708,134 with a decrease of $444,094 on a constant currency basis for the six months ended December 31, 2025, compared with the six months ended December 31, 2024. As a percentage of sales, loss from operations was 1.6% for the six months ended December 31, 2025, compared to a loss from operations of 4.1% for the six months ended December 31, 2024. Other Income and Expense Other expense was $20,383 for the six months ended December 31, 2025, compared to other income of $840,042 for the six months ended December 31, 2024. This represents a decrease in other income of $860,425 with a decrease of $857,790 on a constant currency basis. The decrease is primarily due to lower interest income, driven by a reduction in interest rates from approximately 15.0%-19.6% for the six months ended December 31, 2024, to approximately 8.9%-10.8% for the six months ended December 31, 2025. Non-controlling Interest For the six months ended December 31, 2025, the net income attributable to non-controlling interest was $855,205, compared to $107,750 for the six months ended December 31, 2024. Net income (loss) attributable to NetSol The net loss was $2,110,531 for the six months ended December 31, 2025, compared to $1,076,247 for the six months ended December 31, 2024. This is an increase in net loss of $1,034,284 with an increase of $1,386,421 on a constant currency basis, compared to the prior year. For the six months ended December 31, 2025, net loss per share was $0.18 for basic and diluted shares compared to net loss per share of $0.09 for basic and diluted shares for the six months ended December 31, 2024. Non-GAAP Financial Measures Regulation S-K Item 10(e), “Use of Non-GAAP Financial Measures in Commission Filings,” defines and prescribes the conditions for use of non-GAAP financial information. Our measures of adjusted EBITDA and adjusted EBITDA per basic and diluted share meet the definition of a non-GAAP financial measure. We define the non-GAAP measures as follows: ● EBITDA is GAAP net income or loss before net interest expense, income tax expense, depreciation and amortization. ● Non-GAAP adjusted EBITDA is EBITDA plus stock-based compensation expense. ● Adjusted EBITDA per basic and diluted share – Adjusted EBITDA allocated to common stock divided by the weighted average shares outstanding and diluted shares outstanding. We use non-GAAP measures internally to evaluate the business and believe that presenting non-GAAP measures provides useful information to investors regarding the underlying business trends and performance of our ongoing operations as well as useful metrics for monitoring our performance and evaluating it against industry peers. The non-GAAP financial measures presented should be used in addition to, and in conjunction with, results presented in accordance with GAAP, and should not be relied upon to the exclusion of GAAP financial measures. Management strongly encourages investors to review our consolidated financial statements in their entirety and not to rely on any single financial measure in evaluating the Company. Page 52 The non-GAAP measures reflect adjustments based on the following items: EBITDA : We report EBITDA as a non-GAAP metric by excluding the effect of net interest expense, income tax expense, depreciation and amortization from net income or loss because doing so makes internal comparisons to our historical operating results more consistent. In addition, we believe providing an EBITDA calculation is a more useful comparison of our operating results to the operating results of our peers. Stock-based compensation expense : We have excluded the effect of stock-based compensation expense from the non-GAAP adjusted EBITDA and non-GAAP adjusted EBITDA per basic and diluted share calculations. Although stock-based compensation expense is calculated in accordance with current GAAP and constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense which generally requires cash settlement by NetSol, and therefore is not used by us to assess the profitability of our operations. We also believe the exclusion of stock-based compensation expense provides a more useful comparison of our operating results to the operating results of our peers. Non-controlling interest : We add back the non-controlling interest in calculating gross adjusted EBITDA and then subtract out the income taxes, depreciation and amortization and net interest expense attributable to the non-controlling interest to arrive at a net adjusted EBITDA. Page 53 Our reconciliation of the non-GAAP financial measures of adjusted EBITDA and non-GAAP earnings per basic and diluted share to the most comparable GAAP measures for the three and six months ended December 31, 2025 and 2024 are as follows: For the Three Months For the Six Months Ended December 31, Ended December 31, 2025 2024 2025 2024 Net Income (loss) attributable to NetSol $ 246,757 $ (1,147,042 ) $ (2,110,531 ) $ (1,076,247 ) Non-controlling interest 715,282 (39,164 ) 855,205 107,750 Income taxes 480,194 331,614 695,969 561,431 Depreciation and amortization 299,746 372,585 624,352 738,582 Interest expense 176,273 236,386 350,884 494,605 Interest (income) (208,775 ) (529,072 ) (489,749 ) (1,298,939 ) EBITDA $ 1,709,477 $ (774,693 ) $ (73,870 ) $ (472,818 ) Add back: Non-cash stock-based compensation 61,000 47,355 206,400 95,134 Adjusted EBITDA, gross $ 1,770,477 $ (727,338 ) $ 132,530 $ (377,684 ) Less non-controlling interest (a) (868,111 ) (61,529 ) (1,092,059 ) (207,310 ) Adjusted EBITDA, net $ 902,366 $ (788,867 ) $ (959,529 ) $ (584,994 ) Weighted Average number of shares outstanding Basic 11,797,068 11,484,298 11,782,439 11,456,996 Diluted 11,812,098 11,484,298 11,782,439 11,456,996 Basic adjusted EBITDA $ 0.08 $ (0.07 ) $ (0.08 ) $ (0.05 ) Diluted adjusted EBITDA $ 0.08 $ (0.07 ) $ (0.08 ) $ (0.05 ) (a)The reconciliation of adjusted EBITDA of non-controlling interest to net income attributable to non-controlling interest is as follows Net Income (loss) attributable to non-controlling interest $ 715,282 $ (39,164 ) $ 855,205 $ 107,750 Income Taxes 95,791 102,414 135,583 173,001 Depreciation and amortization 69,777 92,546 144,862 181,681 Interest expense 51,081 68,636 99,908 147,828 Interest (income) (63,820 ) (165,365 ) (143,499 ) (408,012 ) EBITDA $ 868,111 $ 59,067 $ 1,092,059 $ 202,248 Add back: Non-cash stock-based compensation - 2,462 - 5,062 Adjusted EBITDA of non-controlling interest $ 868,111 $ 61,529 $ 1,092,059 $ 207,310 Page 54 LIQUIDITY AND CAPITAL RESOURCES Our cash position was $18,132,086 at December 31, 2025, compared to $17,357,944 at June 30, 2025. Net cash provided by operating activities was $554,881 for the six months ended December 31, 2025 compared to $369,716 for the six months ended December 31, 2024. At December 31, 2025, we had current assets of $46,412,511 and current liabilities of $19,995,825. We had accounts receivable of $7,776,096 at December 31, 2025 compared to $7,527,572 at June 30, 2025. We had revenues in excess of billings of $17,844,091 at December 31, 2025 compared to $19,134,385 at June 30, 2025 of which $763,396 and $903,766 is shown as long-term as of December 31, 2025 and June 30, 2025, respectively. The long-term portion was discounted by $170,629 and $208,037 at December 31, 2025 and June 30, 2025, respectively, using the discounted cash flow method with interest rates ranging from 4.2% to 17.5%. During the six months ended December 31, 2025, our revenues in excess of billings were reclassified to accounts receivable pursuant to billing requirements detailed in each contract. The combined totals for accounts receivable and revenues in excess of billings decreased by $1,041,770 from $26,661,957 at June 30, 2025 to $25,620,187 at December 31, 2025. Accounts payable and accrued expenses, and current portions of loans and lease obligations amounted to $8,059,205 and $8,509,841, respectively, at December 31, 2025. Accounts payable and accrued expenses, and current portions of loans and lease obligations amounted to $8,010,844 and $8,240,061, respectively, at June 30, 2025. The average days sales outstanding for the six months ended December 31, 2025 and 2024 were 142 and 140 days, respectively. The days sales outstanding have been calculated by taking into consideration the average combined balances of accounts receivable and revenues in excess of billings. Net cash used in investing activities was $753,412 for the six months ended December 31, 2025, compared to $531,477 for the six months ended December 31, 2024. We had purchases of property and equipment of $856,330 compared to $568,134 for the six months ended December 31, 2024. Net cash provided by financing activities was $724,853 for the six months ended December 31, 2025, compared to $2,637,763 for the six months ended December 31, 2024. During the six months ended December 31, 2025, we received bank proceeds of $792,484 compared to $2,676,932 during the six months ended December 31, 2024. During the six months ended December 31, 2025, we had net payments for bank loans and finance leases of $425,764 compared to $162,370 for the six months ended December 31, 2024. Employees of our subsidiary, NetSol PK, exercised 1,346,330 options of common stock for $370,553, of which $358,133 was received during the six months ended December 31, 2025 and $12,420 was received during the fiscal year ended June 30, 2025. We are operating in various geographical regions of the world through our various subsidiaries. Those subsidiaries have financial arrangements with various financial institutions to meet both their short and long-term funding requirements. These loans will become due at different maturity dates as described in Note 12 of the financial statements. We are in compliance with the covenants of the financial arrangements and there is no default, which may lead to early payment of these obligations. We anticipate paying back all these obligations on their respective due dates from its own sources. We typically fund the cash requirements for our operations in the U.S. through our license, services, and subscription and support agreements, intercompany charges for corporate services, and through the exercise of options and warrants. As of December 31, 2025, we had approximately $18.1 million of cash, cash equivalents and marketable securities of which approximately $17.3 million is held by our foreign subsidiaries. As of June 30, 2025, we had approximately $17.4 million of cash, cash equivalents and marketable securities of which approximately $16.4 million is held by our foreign subsidiaries. We remain open to strategic relationships that would provide value added benefits. The focus will remain on continuously improving cash reserves internally and reducing reliance on external capital raises. As a growing company, we have ongoing capital expenditure needs based on our short-term and long-term business plans. Although our requirements for capital expenses vary from time to time, for the next 12 months, we anticipate needing $1.5 million for APAC, the U.S. and Europe’s new business development activities and infrastructure enhancements, which we expect to provide from current operations. Page 55 Financial Covenants The following tables present financial covenants associated with our borrowings. Subsidiary Bank / Facility Facility Amount Key Financial Covenants / Conditions NTE (UK) Overdraft facility £300,000 ($405,405) Eligible trade receivables (≤90 days old, net of provisions, excluding intercompany) must be at least 200% of the facility balance NetSol PK Askari Bank – Export refinance PKR 600 million ($2,140,029) Long-term debt-to-equity ratio of 60:40; Current ratio of at least 1:1 NetSol PK Askari Bank – Running finance PKR 4.1 million ($14,449) NetSol PK Habib Metro – Export refinance PKR 1.3 billion ($4,636,730) NetSol PK Bank Al-Habib – Export refinance PKR 400 million ($1,426,687) NetSol PK Samba Bank – Export refinance PKR 380 million ($1,355,352) Current ratio ≥ 1:1; Interest coverage ≥ 4x; Leverage ratio ≤ 2x; Debt service coverage ≥ 4x As of the date of this report, we are in compliance with the financial covenants associated with our borrowings. The maturity dates of the borrowings of respective subsidiaries may accelerate if they do not comply with these covenants. In case of any change in control in subsidiaries, they may have to repay their respective credit facilities. CRITICAL ACCOUNTING POLICIES Our condensed consolidated financial statements are prepared applying certain critical accounting policies. The SEC defines “critical accounting policies” as those that require application of management’s most difficult, subjective, or complex judgments. Critical accounting policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variations and may significantly affect our reported results and financial position for the period or in future periods. Changes in underlying factors, assumptions, or estimates in any of these areas could have a material impact on our future financial condition and results of operations. Our financial statements are prepared in accordance with U.S. GAAP, and they conform to general practices in our industry. We apply critical accounting policies consistently from period to period and intend that any change in methodology occur in an appropriate manner. There have been no significant changes to our accounting policies and estimates as discussed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. RECENT ACCOUNTING PRONOUNCEMENTS For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 2 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report. Item 3. Quantitative and Qualitative Disclosures about Market Risks. None. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, the Chief Financial Officer and Chief Executive Officer concluded that our disclosure controls and procedures were effective. Changes in Internal Control over Financial Reporting There were no changes in our internal controls over financial reporting during the three months ended December 31, 2025, that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)). Page 56 PART II OTHER INFORMATION Item 1. Legal Proceedings NA Item 1A. Risk Factors As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended June 30, 2025, filed with the SEC on September 29, 2025, or our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 12, 2025. Any of such factors could result in a significant or material adverse effect on our result of operations or financial conditions. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information Insider Trading Arrangements and Policies During the three months ended December 31, 2025, none of the Company’s directors or officers have adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended. The Company’s insider trading policy is contained in our Code of Ethics, which has been filed as an exhibit to our Form 10K and is available on our website at https://ir.netsoltech.com/governance-docs. Item 6. Exhibits 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CEO) 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CFO) 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CEO) 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) 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 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Page 57 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NETSOL TECHNOLOGIES, INC. Date: February 12, 2026 /s/ Najeeb U. Ghauri NAJEEB U. GHAURI Chief Executive Officer Date: February 12, 2026 /s/ Sardar Abubakr SARDAR ABUBAKR Chief Financial Officer Principal Financial Officer Date: February 12, 2026 /s/ Roger K. Almond ROGER K. ALMOND Chief Accounting Officer Principal Accounting Officer Page 58