NETSOL TECHNOLOGIES INC 10-Q

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 March 31, 2026. 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 39 Business Overview NetSol is a provider of solutions and services that enable automotive and equipment OEMs, captive finance companies, dealerships and financial institutions to originate, service and manage finance and lease contracts across the full lifecycle. Founded in 1997, the Company develops and delivers enterprise software for asset finance and digital retail that supports the contract lifecycle. The Company serves customers in more than 30 countries, with operations spanning North America, Europe and Asia-Pacific. The Company’s customer base ranges from Fortune 500 manufacturers and Dow Jones Industrial Average constituents to mid-market financial institutions and dealerships. The Company’s cloud-deployed, subscription-based Transcend™ Platform, built on an API-first architecture, supports customers across this range with global delivery and support operations. NetSol is headquartered in Encino, California. The Company maintains regional offices in the following locations: ● North America: Encino, California and Austin, Texas, US ● Europe: London, Horsham and Flintshire, UK ● Asia-Pacific: Sydney, Australia; Bangkok, Thailand; Beijing and Tianjin, China; Jakarta, Indonesia; Lahore and Karachi, Pakistan; Dubai, UAE Geographic Presence and Domain Expertise   NetSol and its acquired businesses have more than 40 years of operating experience in North America, 30 years in Europe and 25 years in Asia-Pacific, with a significant concentration of business in the captive finance segment. The Asia-Pacific business benefits from continued growth in leasing automation adoption across developing markets in the region, while operations in North America and Europe serve more mature markets. Building on this foundation in automotive finance and leasing, the Company has expanded into adjacent areas, including digital retail solutions. Global Delivery Model   The Company operates a blended onshore and offshore delivery model, with regional offices located near key customers and centralized development resources supporting global product delivery. This model enables competitive cost structures, cross-selling across regions to multinational customers and consistent platform delivery across geographies. OUR PRODUCTS AND SERVICES     NetSol’s products and services enable automotive and equipment OEMs, captive finance companies, dealerships and financial institutions to sell, finance and lease assets. The Company’s offerings support the full contract lifecycle from origination through end-of-term, including credit decisioning, contract servicing, collections and remarketing, for customers operating across multiple entities, currencies, languages and asset classes. Transcend™ Platform NetSol delivers these capabilities through the Transcend™ Platform, the Company’s unified product offering. Transcend is delivered as a suite of integrated modules, cloud-deployed and subscription-based, built on an API-first architecture for integration with existing systems. The platform incorporates embedded AI capabilities to support credit decisioning and other use cases. Transcend™ Retail Transcend™ Retail is an omnichannel digital retail platform for automotive OEMs and dealerships that supports the vehicle sales process across online and in-store channels. Capabilities span lead management, deal structuring, credit applications, finance and insurance (F&I) workflows and contracting, with integration to dealer management systems, CRM platforms and lender networks. Transcend™ Finance Transcend™ Finance manages retail finance and leasing contracts, as well as wholesale finance and dealer floor planning operations, for automotive and equipment OEMs, captive finance companies, commercial lenders and financial institutions. The platform supports the full lifecycle from origination through end-of-term, including AI-assisted credit decisioning, funding, contract management, servicing, collections and remarketing. Page 40 Transcend™ Marketplace Built on open APIs and microservices, Transcend™ Marketplace provides modular components that extend platform capabilities across origination, servicing, contract management, document handling and related workflows. The Marketplace enables automotive and equipment OEMs, captive finance companies, commercial lenders and financial institutions to add functionality and integrate third-party services without replacing existing core systems. Transcend™ Consultancy Drawing on decades of domain experience and ISO-certified processes, the Company provides consulting services to automotive and equipment OEMs, captive finance companies, dealerships and financial institutions to support operations improvement and digital transformation. Services include advisory and implementation support across cloud, data, AI and cybersecurity. Transcend™ AI Labs Through Transcend™ AI Labs, the Company integrates AI capabilities into its product suite to address use cases for automotive and equipment OEMs, captive finance companies, dealerships and financial institutions. AI Labs focuses on product enhancements and AI consulting services. Highlights Listed below are a few of NetSol’s highlights for the quarter ended March 31, 2026: ● NETSOL entered into a multi-million dollar extension agreement with an existing customer to provide continued support for our legacy product platform. ● Customer-requested platform modifications and enhancements across multiple regions generated approximately $1.5 million in revenue during the quarter, primarily driven by customization services and change order requests from the Company’s existing client base. ● During the quarter, NETSOL signed several direct-to-distributor agreements with an aggregate five-year total contract value of approximately $786,000. ● The Company executed multiple statements of work totaling approximately $400,000 with a long-standing Transcend TM consultancy customer. ● NETSOL entered into an agreement with a Chinese captive auto finance company to deploy the Transcend TM Finance wholesale lending system. The agreement has a total contract value of approximately $732,000, including implementation and integration services. Industry Trends Affecting Our Business Management believes the following trends and uncertainties may have a material, favorable or unfavorable impact on the Company’s business. Interest rate environment and credit conditions Interest rate levels and broader monetary policy conditions continue to influence borrowing costs, credit availability and financing activity across consumer and commercial lending markets, including automotive finance. Sustained elevated rates may temper near-term financing volumes among customers, while creating demand for technology investments that support operational efficiency and risk management. Board of Governors of the Federal Reserve System, Monetary Policy Report , 2025. Electrification of the automotive industry The automotive industry continues its transition toward electrified vehicles, supported by regulatory developments and long-term manufacturer strategies. Chinese automotive manufacturers have become significant participants in the electric vehicle segment, intensifying competition across the global automotive landscape. The Company’s established presence and customer base in China may support participation in this growth, while shifts in market share among traditional automotive OEMs could affect technology investment patterns across the Company’s broader customer base. International Energy Agency (IEA), Global EV Outlook 2025 . Page 41 Digital and omnichannel automotive retail OEMs and dealers continue to adopt digital tools and omnichannel retail approaches, integrating online and physical channels across vehicle research, configuration and transaction processes. Continued investment in digital retail capabilities by automotive OEMs and dealerships may support demand for the Company’s Transcend Retail platform, although adoption pace and implementation timing vary across customers and regions. McKinsey & Company, Automotive & Assembly Insights (2024–2025 publications). Digital transformation in financial services Financial institutions and captive finance companies continue to invest in digital transformation initiatives, including cloud adoption, data infrastructure modernization and automation of operational processes. Continued investment in these areas may support demand for the Company’s Transcend Platform, including its consulting and AI offerings. The pace and scale of customer transformation initiatives vary based on internal priorities, budget cycles and the complexity of replacing or integrating with existing core systems. PwC, Global Financial Services Industry Insights (Technology and Transformation publications, 2024–2025). Global regulatory and compliance environment Financial institutions continue to operate within an evolving global regulatory environment, including banking supervision and capital adequacy frameworks, which may influence compliance requirements and operational processes. The Company’s platform supports risk management, audit and compliance reporting workflows that may help customers address evolving requirements. At the same time, regulatory uncertainty and compliance-related investment may extend customer decision-making timelines or shift technology priorities toward maintenance and remediation initiatives. Bank for International Settlements (BIS), Basel Committee on Banking Supervision Annual Report , 2024. Page 42 CHANGES IN FINANCIAL CONDITION Quarter Ended March 31, 2026 Compared to the Quarter Ended March 31, 2025 The following table sets forth the items in our unaudited condensed consolidated statement of operations for the three months ended March 31, 2026 and 2025 as a percentage of revenues. For the Three Months Ended March 31, 2026 % 2025 % Net Revenues: License fees $ 4,728,411 23.8 % $ 1,198 0.0 % Subscription and support 8,810,115 44.4 % 7,888,360 45.0 % Services 6,294,117 31.7 % 9,654,399 55.0 % Total net revenues 19,832,643 100.0 % 17,543,957 100.0 % Cost of revenues 8,804,001 44.4 % 8,802,184 50.2 % Gross profit 11,028,642 55.6 % 8,741,773 49.8 % Operating expenses: Selling, general and administrative 7,856,107 39.6 % 6,883,587 39.2 % Research and development cost 166,384 0.8 % 304,788 1.7 % Total operating expenses 8,022,491 40.5 % 7,188,375 41.0 % Income from operations 3,006,151 15.2 % 1,553,398 8.9 % Other income and (expenses) Interest expense (151,537 ) -0.8 % (194,742 ) -1.1 % Interest income 208,232 1.0 % 294,655 1.7 % Gain (loss) on foreign currency exchange transactions (76,178 ) -0.4 % 321,622 1.8 % Other income 109,203 0.6 % 10,831 0.1 % Total other income (expenses) 89,720 0.5 % 432,366 2.5 % Net income before income taxes 3,095,871 15.6 % 1,985,764 11.3 % Income tax provision (781,243 ) -3.9 % (151,334 ) -0.9 % Net income (loss) 2,314,628 11.7 % 1,834,430 10.5 % Non-controlling interest (1,013,664 ) -5.1 % (410,462 ) -2.3 % Net income (loss) attributable to NetSol $ 1,300,964 6.6 % $ 1,423,968 8.1 % Net income (loss) per share: Net income (loss) per common share Basic $ 0.11 $ 0.12 Diluted $ 0.11 $ 0.12 Weighted average number of shares outstanding Basic 11,823,170 11,683,408 Diluted 11,836,930 11,683,408 Page 43 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 16 “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. Favorable Favorable (Unfavorable) Total For the Three Months (Unfavorable) Change in Change due to Favorable (Unfavorable) Ended March 31, Constant Currency Change as 2026 % 2025 % Currency Fluctuation Reported Net Revenues: $ 19,832,643 100.0 % $ 17,543,957 100.0 % $ 2,007,535 $ 281,151 $ 2,288,686 Cost of revenues: 8,804,001 44.4 % 8,802,184 50.2 % 99,947 (101,764 ) (1,817 ) Gross profit 11,028,642 55.6 % 8,741,773 49.8 % 2,107,482 179,387 2,286,869 Operating expenses: 8,022,491 40.5 % 7,188,375 41.0 % (710,620 ) (123,496 ) (834,116 ) Income (loss) from operations $ 3,006,151 15.2 % $ 1,553,398 8.9 % $ 1,396,862 $ 55,891 $ 1,452,753 Net revenues for the three months ended March 31, 2026 and 2025 are broken out among the segments as follows: 2026 2025 Revenue % Revenue % North America $ 2,230,147 11.2 % $ 3,869,903 22.1 % Europe 4,056,967 20.5 % 5,895,140 33.6 % Asia-Pacific 13,545,529 68.3 % 7,778,914 44.3 % Total $ 19,832,643 100.0 % $ 17,543,957 100.0 % Revenues License fees License fees for the three months ended March 31, 2026 were $4,728,411 compared to $1,198 for the three months ended March 31, 2025, reflecting an increase of $4,727,213 or $4,722,857 on a constant currency basis. During the three months ended March 31, 2026, we recognized approximately $4,656,000 of software license revenue associated with the renewal and amendment of an existing customer agreement for our Transcend TM software platform. The license revenue relates to additional license consideration associated with expanded portfolio usage under the customer arrangement. Revenue associated with maintenance and support services under the arrangement will continue to be recognized over the contractual service period. Page 44 Subscription and support Subscription and support fees for the three months ended March 31, 2026, were $8,810,115 compared to $7,888,360 for the three months ended March 31, 2025, reflecting an increase of $921,755 with an increase in constant currency of $876,274. 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 March 31, 2026, was $6,294,117 compared to $9,654,399 for the three months ended March 31, 2025, reflecting a decrease of $3,360,282, with a decrease in constant currency of $3,590,398. Services revenue decreased compared to the prior quarter, primarily due to the timing and composition of the current implementation projects. Gross Profit The gross profit was $11,028,642 for the three months ended March 31, 2026, compared with $8,741,773 for the three months ended March 31, 2025. This is an increase of $2,286,869 with an increase in constant currency of $2,107,482. The gross profit percentage for the three months ended March 31, 2026, also increased to 55.6% from 49.8% for the three months ended March 31, 2025. The cost of sales was $8,804,001 for the three months ended March 31, 2026, compared to $8,802,184 for the three months ended March 31, 2025, for an increase of $1,817 and on a constant currency basis a decrease of $99,947. As a percentage of sales, cost of sales decreased from 50.2% for the three months ended March 31, 2025, to 44.4% for the three months ended March 31, 2026. Salaries and consultant fees decreased by $437,279 from $6,771,928 for the three months ended March 31, 2025, to $6,334,649 for the three months ended March 31, 2026, and on a constant currency basis decreased by $557,248. The decrease is due to capitalization of internally developed software. As a percentage of sales, salaries, and consultant expenses decreased from 38.6% for the three months ended March 31, 2025, to 31.9% for the three months ended March 31, 2026. Travel expenses were $814,581 for the three months ended March 31, 2026, compared to $451,895 for the three months ended March 31, 2025, for an increase of $362,686 with an increase in constant currency of $354,510. As a percentage of sales, travel expense increased from 2.6% for the three months ended March 31, 2025, to 4.1% for the three months ended March 31, 2026. Travel expenses increased due to travel associated with new customer implementation projects. Depreciation and amortization expense decreased to $192,897 compared to $240,444 for the three months ended March 31, 2025, or a decrease of $47,547 and on a constant currency basis a decrease of $47,876. Other costs were $1,461,874 for the three months ended March 31, 2026, compared to $1,337,917 for the three months ended March 31, 2025, or an increase of $123,957, and on a constant currency basis, an increase of $150,667. Operating Expenses Operating expenses were $8,022,491 for the three months ended March 31, 2026, compared to $7,188,375 for the three months ended March 31, 2025, for an increase of $834,116 and on a constant currency basis an increase of $710,620. As a percentage of sales, it slightly decreased from 41.0% for the three months ended March 31, 2025 to 40.5% at March 31, 2026. The increase in operating expenses was primarily due to increases in selling and marketing expenses, salaries and wages, other general and administrative expenses, offset by a decrease in the provision for doubtful accounts. Selling and marketing expenses were $2,907,171 for the three months ended March 31, 2026, compared to $2,426,083 for the three months ended March 31, 2025, for an increase of $481,088 and on a constant currency basis an increase of $459,942. The increase is mainly due to increases in salaries and consultants of approximately $359,048, due to annual raises and commission. Other marketing expenses increased by approximately $115,876 due to the increase in advertising and marketing events. Page 45 General and administrative expenses were $4,948,936 for the three months ended March 31, 2026, compared to $4,457,504 for the three months ended March 31, 2025, or an increase of $491,432 and on a constant currency basis an increase of $388,850. During the three months ended March 31, 2026, salaries increased by $707,692 and increased by $652,345 on a constant currency basis, bad debt expense decreased by $340,312 and decreased by $351,095 on a constant currency basis, and other general and administrative expenses increased by $124,052 and increased by $87,600 on a constant currency basis. Research and development cost was $166,384 for the three months ended March 31, 2026, compared to $304,788 for the three months ended March 31, 2025, for a decrease of $138,404 and on a constant currency basis a decrease of $138,172. Income/Loss from Operations Income from operations was $3,006,151 for the three months ended March 31, 2026, compared to $1,553,398 for the three months ended March 31, 2025. This represents an increase in income of $1,452,753 with an increase of $1,396,862 on a constant currency basis for the three months ended March 31, 2026, compared with the three months ended March 31, 2025. As a percentage of sales, income from operations was 15.1% for the three months ended March 31, 2026, compared to 8.9% for the three months ended March 31, 2025. Other Income and Expense Other income was $89,720 for the three months ended March 31, 2026, compared to $432,366 for the three months ended March 31, 2025. This represents a decrease in other income of $342,646 with a decrease of $340,497 on a constant currency basis. The decrease 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 March 31, 2026, we recognized a loss of $76,178 in foreign currency exchange transactions compared to a gain of $321,622 for the three months ended March 31, 2025. During the three months ended March 31, 2026, the value of the U.S. dollar decreased 0.3% and the Euro decreased 2.4%, compared to the PKR. During the three months ended March 31, 2025, the value of the U.S. dollar increased 0.3% and the Euro increased 4.5%, compared to the PKR. Non-controlling Interest For the three months ended March 31, 2026, the net income attributable to non-controlling interest was $1,013,664, compared to $410,462 for the three months ended March 31, 2025. The increase is mainly due to the increase in net income of NetSol PK. Net income (loss) attributable to NetSol The net income was $1,300,964 for the three months ended March 31, 2026, compared to $1,423,968 for the three months ended March 31, 2025. This is a decrease of $123,004 with a decrease of $98,830 on a constant currency basis, compared to the prior year. For the three months ended March 31, 2026, net income per share was $0.11 for basic and diluted shares compared to a net income per share of $0.12 for basic and diluted shares for the three months ended March 31, 2025. Page 46 Nine Months Ended March 31, 2026 Compared to the Nine Months Ended March 31, 2025 The following table sets forth the items in our unaudited condensed consolidated statement of operations for the nine months ended March 31, 2026 and 2025 as a percentage of revenues. For the Nine Months Ended March 31, 2026 % 2025 % Net Revenues: License fees $ 4,918,118 9.2 % $ 75,115 0.2 % Subscription and support 26,850,453 50.0 % 24,723,460 51.9 % Services 21,884,473 40.8 % 22,880,541 48.0 % Total net revenues 53,653,044 100.0 % 47,679,116 100.0 % Cost of revenues 27,683,320 51.6 % 25,452,890 53.4 % Gross profit 25,969,724 48.4 % 22,226,226 46.6 % Operating expenses: Selling, general and administrative 22,874,107 42.6 % 20,921,530 43.9 % Research and development cost 628,440 1.2 % 998,406 2.1 % Total operating expenses 23,502,547 43.8 % 21,919,936 46.0 % Income from operations 2,467,177 4.6 % 306,290 0.6 % Other income and (expenses) Interest expense (502,421 ) -0.9 % (689,347 ) -1.4 % Interest income 697,981 1.3 % 1,593,594 3.3 % Gain (loss) on foreign currency exchange transactions (317,021 ) -0.6 % 165,741 0.3 % Other income 190,798 0.4 % 202,420 0.4 % Total other income (expenses) 69,337 0.1 % 1,272,408 2.7 % Net income before income taxes 2,536,514 4.7 % 1,578,698 3.3 % Income tax provision (1,477,212 ) -2.8 % (712,765 ) -1.5 % Net income (loss) 1,059,302 2.0 % 865,933 1.8 % Non-controlling interest (1,868,869 ) -3.5 % (518,212 ) -1.1 % Net income (loss) attributable to NetSol $ (809,567 ) -1.5 % $ 347,721 0.7 % Net income (loss) per share: Net income (loss) per common share Basic $ (0.07 ) $ 0.03 Diluted $ (0.07 ) $ 0.03 Weighted average number of shares outstanding Basic 11,795,818 11,531,365 Diluted 11,795,818 11,531,365 Page 47 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 16 “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. Favorable Favorable (Unfavorable) Total For the Nine Months (Unfavorable) Change in Change due to Favorable (Unfavorable) Ended March 31, Constant Currency Change as 2026 % 2025 % Currency Fluctuation Reported Net Revenues: $ 53,653,044 100.0 % $ 47,679,116 100.0 % $ 5,193,244 $ 780,684 $ 5,973,928 Cost of revenues: 27,683,320 51.6 % 25,452,890 53.4 % (2,120,068 ) (110,362 ) (2,230,430 ) Gross profit 25,969,724 48.4 % 22,226,226 46.6 % 3,073,176 670,322 3,743,498 Operating expenses: 23,502,547 43.8 % 21,919,936 46.0 % (1,320,500 ) (262,111 ) (1,582,611 ) Income (loss) from operations $ 2,467,177 4.6 % $ 306,290 0.6 % $ 1,752,676 $ 408,211 $ 2,160,887 Net revenues for the nine months ended March 31, 2026 and 2025 are broken out among the segments as follows: 2026 2025 Revenue % Revenue % North America $ 7,088,178 13.2 % $ 9,945,837 20.9 % Europe 10,627,082 19.8 % 11,651,606 24.4 % Asia-Pacific 35,937,784 67.0 % 26,081,673 54.7 % Total $ 53,653,044 100.0 % $ 47,679,116 100.0 % Revenues License fees License fees for the nine months ended March 31, 2026, were $4,918,118 compared to $75,115 for the nine months ended March 31, 2025 reflecting an increase of $4,843,003 with an increase in constant currency of $4,832,969. During the nine months ended March 31, 2026, we recognized approximately $4,656,000 of software license revenue associated with the renewal and amendment of an existing customer agreement for our Transcend TM software platform. The license revenue relates to additional license consideration associated with expanded portfolio usage under the customer arrangement. Revenue associated with maintenance and support services under the arrangement will continue to be recognized over the contractual service period. Page 48 Subscription and support Subscription and support fees for the nine months ended March 31, 2026, were $26,850,453 compared to $24,723,460 for the nine months ended March 31, 2025, reflecting an increase of $2,126,993 with an increase in constant currency of $1,728,674. 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 nine months ended March 31, 2026, was $21,884,473 compared to $22,880,541 for the nine months ended March 31, 2025, reflecting a decrease of $996,068, with a decrease in constant currency of $1,368,399. Services revenue decreased primarily due to the timing and composition of the current implementation projects. Gross Profit The gross profit was $25,969,724 for the nine months ended March 31, 2026, compared with $22,226,226 for the nine months ended March 31, 2025. This is an increase of $3,743,498 with an increase in constant currency of $3,073,176. The gross profit percentage for the nine months ended March 31, 2026, increased to 48.4% from 46.6% for the nine months ended March 31, 2025. The cost of sales was $27,683,320 for the nine months ended March 31, 2026, compared to $25,452,890 for the nine months ended March 31, 2025, for an increase of $2,230,430 and on a constant currency basis an increase of $2,120,068. As a percentage of sales, cost of sales decreased from 53.4% for the nine months ended March 31, 2025, to 51.6% for the nine months ended March 31, 2026. Salaries and consultant fees increased by $691,970 from $19,690,099 for the nine months ended March 31, 2025, to $20,382,069 for the nine months ended March 31, 2026, and on a constant currency basis increased by $593,842. The increase is due to annual salary raises. As a percentage of sales, salaries and consultant expenses decreased from 41.3% for the nine months ended March 31, 2025, to 38.0% for the nine months ended March 31, 2026. Travel expenses were $2,342,194 for the nine months ended March 31, 2026, compared to $1,624,008 for the nine months ended March 31, 2025, for an increase of $718,186 with an increase in constant currency of $708,147. As a percentage of sales, travel expense increased from 3.4% for the nine months ended March 31, 2025, to 4.4% for the nine months ended March 31, 2026. Travel expenses increased due to travel associated with new customer implementation projects. Depreciation and amortization expense decreased to $591,694 compared to $706,876 for the nine months ended March 31, 2025, or a decrease of $115,182 and on a constant currency basis a decrease of $109,727. Other costs were $4,367,363 for the nine months ended March 31, 2026, compared to $3,431,907 for the nine months ended March 31, 2025, or an increase of $935,456 and on a constant currency basis an increase of $927,806. The increase is mainly due to an increase in third-party hardware and software costs of approximately $960,840 and hosting fees of approximately $197,606, offset by a reduction in other cost of approximately 222,990. Operating Expenses Operating expenses were $23,502,547 for the nine months ended March 31, 2026, compared to $21,919,936, for the nine months ended March 31, 2025, for an increase of $1,582,611 and on a constant currency basis an increase of $1,320,500. As a percentage of sales, it decreased from 46.0% to 43.8%. 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 $9,040,203 for the nine months ended March 31, 2026, compared to $7,380,679, for the nine months ended March 31, 2025, for an increase of $1,659,524 and on a constant currency basis an increase of $1,524,489. The increase is mainly due to increases in salaries and consultants of approximately $1,190,301, due to annual raises and commissions. Other marketing expenses increased by approximately $436,001 due to the increase in advertising and marketing events. Page 49 General and administrative expenses were $13,833,904 for the nine months ended March 31, 2026, compared to $13,540,851 for the nine months ended March 31, 2025, or an increase of $293,053 and on a constant currency basis, an increase of $158,787. During the nine months ended March 31, 2026, salaries increased by $1,142,329 and increased by $1,075,978 on a constant currency basis, bad debt expense decreased by $725,022 and decreased by $736,604 on a constant currency basis, and other general and administrative expenses decreased by $124,254 and decreased by $180,587 on a constant currency basis. Research and development cost was $628,440 for the nine months ended March 31, 2026, compared to $998,406 for the nine months ended March 31, 2025, for a decrease of $369,966, and on a constant currency basis a decrease of $253,716. Income/Loss from Operations Income from operations was $2,467,177 for the nine months ended March 31, 2026, compared to $306,290 for the nine months ended March 31, 2025. This represents an increase in income of $2,160,887 with an increase of $1,752,676 on a constant currency basis for the nine months ended March 31, 2026, compared with the nine months ended March 31, 2025. As a percentage of sales, income from operations was 4.6% for the nine months ended March 31, 2026, compared to 0.6% for the nine months ended March 31, 2025. Other Income and Expense Other income was $69,337 for the nine months ended March 31, 2026, compared to $1,272,408 for the nine months ended March 31, 2025. This represents a decrease in other income of $1,203,071 with a decrease of $1,198,290 on a constant currency basis. The decrease is primarily due to lower interest income, driven by a reduction in interest rates from approximately 10.0%-19.5% for the nine months ended March 31, 2025, to approximately 8.9% to 10.8% for the nine months ended March 31, 2026. The decrease is also 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 nine months ended March 31, 2026, we recognized a loss of $317,021 in foreign currency exchange transactions compared to a gain of $165,741 for the nine months ended March 31, 2025. During the nine months ended March 31, 2026, the value of the U.S. dollar decreased 1.6% and the Euro decreased 3.7%, compared to the PKR. During the nine months ended March 31, 2025, the value of the U.S. dollar increased 0.5% and the Euro increased 1.5%, compared to the PKR. Non-controlling Interest For the nine months ended March 31, 2026, the net income attributable to non-controlling interest was $1,868,869, compared to $518,212 for the nine months ended March 31, 2025. The increase is mainly due to an increase in the net income of NetSol PK and NAMECET. Net income (loss) attributable to NetSol The net loss was $809,567 for the nine months ended March 31, 2026, compared to net income of $347,721 for the nine months ended March 31, 2025. This is an increase in net loss of $1,157,288 with an increase of $1,572,734 on a constant currency basis, compared to the prior year. For the nine months ended March 31, 2026, net loss per share was $0.07 for basic and diluted shares compared to net income per share of $0.03 for basic and diluted shares for the nine months ended March 31, 2025. Page 50 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. 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 51 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 nine months ended March 31, 2026 and 2025 are as follows: For the Three Months For the Nine Months Ended March 31, Ended March 31, 2026 2025 2026 2025 Net Income (loss) attributable to NetSol $ 1,300,964 $ 1,423,968 $ (809,567 ) $ 347,721 Non-controlling interest 1,013,664 410,462 1,868,869 518,212 Income taxes 781,243 151,334 1,477,212 712,765 Depreciation and amortization 307,419 363,503 931,771 1,102,085 Interest expense 151,537 194,742 502,421 689,347 Interest (income) (208,232 ) (294,655 ) (697,981 ) (1,593,594 ) EBITDA $ 3,346,595 $ 2,249,354 $ 3,272,725 $ 1,776,536 Add back: Non-cash stock-based compensation 61,000 39,750 267,400 134,884 Adjusted EBITDA, gross $ 3,407,595 $ 2,289,104 $ 3,540,125 $ 1,911,420 Less non-controlling interest (a) (1,202,196 ) (510,908 ) (2,294,175 ) (718,218 ) Adjusted EBITDA, net $ 2,205,399 $ 1,778,196 $ 1,245,950 $ 1,193,202 Weighted Average number of shares outstanding Basic 11,823,170 11,683,408 11,795,818 11,531,365 Diluted 11,836,930 11,683,408 11,809,578 11,531,365 Basic adjusted EBITDA $ 0.19 $ 0.15 $ 0.11 $ 0.10 Diluted adjusted EBITDA $ 0.19 $ 0.15 $ 0.11 $ 0.10 (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 $ 1,013,664 $ 410,462 $ 1,868,869 $ 518,212 Income Taxes 139,102 41,891 274,702 214,892 Depreciation and amortization 70,107 87,504 214,969 269,185 Interest expense 43,604 54,461 143,512 202,289 Interest (income) (64,281 ) (83,410 ) (207,877 ) (491,422 ) EBITDA $ 1,202,196 $ 510,908 $ 2,294,175 $ 713,156 Add back: Non-cash stock-based compensation - - - 5,062 Adjusted EBITDA of non-controlling interest $ 1,202,196 $ 510,908 $ 2,294,175 $ 718,218 Page 52 LIQUIDITY AND CAPITAL RESOURCES Our cash position was $14,744,392 at March 31, 2026, compared to $17,357,944 at June 30, 2025. Net cash used in operating activities was $785,350 for the nine months ended March 31, 2026 compared to net cash provided by operating activities of $6,315 for the nine months ended March 31, 2025. As of March 31, 2026, we had current assets of $52,321,776 and current liabilities of $27,037,914. We had accounts receivable of $16,646,299 at March 31, 2026 compared to $7,527,572 at June 30, 2025. We had revenues in excess of billings of $20,987,818 at March 31, 2026 compared to $19,134,385 at June 30, 2025 of which $2,824,298 and $903,766 is shown as long-term as of March 31, 2026 and June 30, 2025, respectively. The long-term portion was discounted by $420,429 and $208,037 at March 31, 2026 and June 30, 2025, respectively, using the discounted cash flow method with interest rates ranging from 4.5% to 6.6%, for the period ended March 31, 2026, and interest rates ranging from 4.2% to 17.5%, for the period ended June 30, 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 increased by $10,972,147 from $26,661,957 at June 30, 2025 to $37,634,104 at March 31, 2026. Accounts payable and accrued expenses, and current portions of loans and lease obligations, amounted to $8,132,384 and $8,241,584, respectively, at March 31, 2026. 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. Unearned revenue amounted to $10,184,195, at March 31, 2026 compared to $3,029,850 at June 30, 2025. The average days sales outstanding for the nine months ended March 31, 2026 and 2025 were 147 and 137 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 $2,308,004 for the nine months ended March 31, 2026, compared to $843,044 for the nine months ended March 31, 2025. We had purchases of property and equipment of $1,379,262 compared to $897,743 for the nine months ended March 31, 2025. During the nine months ended March 31, 2026, we capitalized $1,039,989 for product development. Net cash provided by financing activities was $369,755 for the nine months ended March 31, 2026, compared to $866,299 for the nine months ended March 31, 2025. During the nine months ended March 31, 2026, we received bank proceeds of $1,076,226 compared to $2,451,256 during the nine months ended March 31, 2025. During the nine months ended March 31, 2026, we had net payments for bank loans and finance leases of $1,093,671 compared to $247,496 for the nine months ended March 31, 2025. Employees of the Company exercised 220,00 options of common stock for $473,000, during the nine months ended March 31, 2025. Employees of our subsidiary, NetSol PK, exercised 1,443,874 options of common stock for $399,620, of which $387,200 was received during the nine months ended March 31, 2026 and $12,420 was received during the fiscal year ended June 30, 2025. NetSol PK, a subsidiary of the Company, paid a dividend of $306,799 to the non-controlling shareholders during the nine months ended March 31, 2025. NetSol PK purchased 2,690,251 shares of its common stock from the open market for $1,503,662 during nine months ended March 31, 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 13 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 the respective Company’s 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 March 31, 2026, we had approximately $14.7 million of cash, cash equivalents and marketable securities, of which approximately $14.2 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 53 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 ($394,787) 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 ($2,148,382) NetSol PK Askari Bank – Running finance PKR 4.1 million ($14,505) Long-term debt-to-equity ratio of 60:40; NetSol PK Habib Metro – Export refinance PKR 1.3 billion ($4,654,827) Current ratio of at least 1:1 NetSol PK Bank Al-Habib – Export refinance PKR 400 million ($1,432,254) NetSol PK Samba Bank – Export refinance PKR 380 million ($1,360,642) 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.