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Item 9A. Controls and Procedures

2026-09-28 compared with 2025-09-29 · 1179 added, 1076 removed, 1471 unchanged (61% of the section changed)

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IN MANAGEMENT AND BOARD OF DIRECTORS

the 2024 Annual Shareholders Meeting held in June 2025, a five-member board stood for election.

The members were elected and, according

to the bylaws of the Company, shall retain their position as directors until the next meeting.

The board of directors is made up of Mr.

Ghauri (Chairman of the Board), Mr.

Mark Caton, Ms.

Malea Farsai, Mr.

Kausar Kazmi and Mr.

Michael Francis did

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

Ian Smith was nominated and elected to the Board.

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

structured as follows:

The Audit Committee consisted of Mr.

Kazmi, as Chair, with Mr.

Caton and Mr.

Francis as members.

Compensation Committee consisted of Mr.

Caton, as Chair, with Mr.

Kazmi and Mr.

Francis as its members.

The Nominating and Corporate

Governance Committee consisted of Mr.

Francis, as Chair, with Mr.

Caton and Mr.

Kazmi as its members.

Following the annual

shareholders meeting, Mr.

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

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

Francis is no longer a member of the board of

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

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

Francis * (I)

Smith ** (I) (N)

Francis’s term ended June 2025.

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

as a committee member in July 2025.

the fiscal year 2025 Annual Meeting of Shareholders held in June 2026, seven directors were elected to serve until the next annual meeting

of shareholders and until their respective successors are duly elected and qualified, in accordance with the Company’s bylaws.

Company’s Board of Directors currently consists of Najeeb U.

Ghauri (Chairman of the Board), Asad Ghauri and Naeem Ghauri, who

are management directors, and Richard Howard, Aamir Ibrahim, Kausar Kazmi, and Ian Smith who are independent directors.

Najeeb Ghauri,

Kausar Kazmi and Ian Smith were re-elected to the Board, while Asad Ghauri, Naeem Ghauri, Richard Howard, and Aamir Ibrahim were newly

elected to the Board.

Mark Caton and Malea Farsai did not stand for re-election at the fiscal year 2025 Annual Meeting of Shareholders.

following table sets forth the membership of each committee of the Board prior to the fiscal year 2025 Annual Meeting of the Shareholders

held in June 2026.

the fiscal year 2025 Annual Meeting of Shareholders, the Board reconstituted its committees and established a Cybersecurity Committee.

The following table sets forth the current membership of each committee:

Denotes an Independent Director.

Denotes the Chairperson of the Committee.

Smith became the Nominating Committee Chairman in July

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

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

the fiscal year 2026, the Audit Committee met four times, the Compensation Committee met once, and the Nominating and Corporate Governance

Committee met once.

AND EXECUTIVE OFFICERS

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directors and executive officers of the Company are as follows:

Year First Elected as an Officer or Director

Position Held with the Registrant

Family Relationship

Najeeb Ghauri

Chief Executive Officer, Chairman and Director

Brother of Naeem Ghauri

Brother of Najeeb Ghauri

Chief Financial Officer

First Elected as an Officer or Director

Held with the Registrant

Executive Officer, Chairman and Director

of Naeem Ghauri;

Uncle to Asad Ghauri

of Najeeb Ghauri;

Uncle to Asad Ghauri

President of APAC

of Najeeb Ghauri and Naeem Ghauri

Financial Officer

Financial Officer (2013-2026);

Chief Accounting Officer (2026-Current)

V.P., Legal and Corporate Affairs;

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Corporate Counsel

Syed Kausar Kazmi

Michael Francis

Caton and Ms.

Farsai’s terms as board members ended on June 30, 2026.

Experience of Officers and Directors:

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He has been the Co-founder and director of the Company since 1997,

Chairman since 2003 and Chief Executive Officer from January 1998 to September 2002 and from October 2006 to present.

responsible for NETSOL listing on NASDAQ in 1999 and NETSOL Pakistan subsidiary listing on the Karachi Stock Exchange in 2005.

served as the Company’s Chief Executive Officer from 1999 to 2001 and as the Chief Financial Officer from 2001 to 2005.

Ghauri is responsible for managing the day-to-day operations of the Company, as well as the Company’s overall growth and expansion

Najeeb Ghauri as the CEO, implemented a Company-wide initiative cutting costs which saved the Company in excess of

Chairman since 2003, and Chief Executive Officer from January 1998 to September 2002 and from October 2006 to the present.

was responsible for NetSol’s listing on Nasdaq in 1999 and NetSol Pakistan’s subsidiary listing on the Karachi Stock Exchange

Ghauri served as the Company’s Chief Executive Officer from 1999 to 2001 and as the Chief Financial Officer from 2001

Ghauri is responsible for managing the day-to-day operations of the Company, as well as the Company’s overall

growth and expansion plan.

Najeeb Ghauri, as the CEO, implemented a Company-wide initiative to cut costs, which saved the

Company in excess of $7,000,000.

Ghauri was also instrumental in the substantial increase in revenue for fiscal year-end 2015.

In addition, Mr.

traveled overseas multiple times to execute the largest contract for the Company, worth over $100 million, in December 2015.

watch, NETSOL has become a leading player in China with innovation and a cutting-edge technology.

September 2020, Mr.

Ghauri was presented with the highest civilian award in Pakistan, “Sitar e Imtiaz”, a medal of pride,

in recognition for his work in IT and charitable causes in Pakistan.

This medal was conferred by the President of Pakistan at the President

House in Islamabad, Pakistan.

addition, Mr.

Ghauri traveled overseas multiple times to execute the largest contract for the Company, worth over $100 million, in December

Under his watch, NetSol has become a leading player in China with innovation and a cutting-edge technology.

In September 2020,

Ghauri was presented with the highest civilian award in Pakistan, “Sitar i Imtiaz”, a medal of pride, in recognition

of his work in IT and charitable causes in Pakistan.

This medal was conferred by the President of Pakistan at the President House in

Islamabad, Pakistan.

Prior to joining the Company, Mr.

Ghauri was part of the marketing team of Atlantic Richfield Company (ARCO)

(now acquired by BP), a Fortune 500 company, from 1987-1997.

Prior to ARCO, he spent nearly five years with Unilever as brand and sales

Ghauri attended Eastern Illinois University in 1977-78 for Bachelor of Science degree in Management/Economics.

Ghauri was part of the marketing team of Atlantic Richfield Company (ARCO) (now

acquired by BP), a Fortune 500 company, from 1987-1997.

Prior to ARCO, he spent nearly five years with Unilever as brand and sales manager.

Ghauri attended Eastern Illinois University from 1977-78 for a Bachelor of Science degree in Management/Economics.

He earned an M.B.A.

in Marketing Management from Peter F.

Drucker School of Management, Claremont, California in 1981.

Ghauri was elected Vice

Chairman of US Pakistan Business Council in 2006, a Washington D.C.

based council of US Chamber of Commerce.

Ghauri was elected Vice Chairman

of the US-Pakistan Business Council in 2006, a Washington, D.C.

based council of the US Chamber of Commerce.

He is also very active in

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a partnership with UNDP to promote literacy, health services and poverty alleviation in Pakistan.

Ghauri has participated in NASDAQ

opening and/or closing bell ceremonies in 2006, 2008,2009, 2015 and 2020.

Ghauri has been invited to participate

in Nasdaq opening and/or closing bell ceremonies in 2006, 2008, 2009, 2015, 2020 and 2025.

and Qualifications :

Ghauri has an extensive executive, operational and strategic leadership experience in a global setting and

substantial experience in establishing management performance objective and establishing goals.

Ghauri not only serves the Board

with his experience as a Chief Executive Officer, but also his skills and insight into global operational logistics, which he developed

over the course of his 25-year career in technology industry.

GHAURI was a Director of the Company from 1999 through 2020 and was the Company’s Chief Executive Officer from August 2001

Ghauri has extensive executive, operational and strategic leadership experience in a global setting and substantial

experience in establishing management performance objectives and goals.

Ghauri not only serves the Board with his experience as a

Chief Executive Officer, but also his skills and insight into global operational logistics, which he developed over the course of his

27-year career in the technology industry.

GHAURI joined the Board of Directors in July 2026 and also served as a Director of the Company from 1999 through 2020, rejoining

the Board for the July 1, 2026 through June 30, 2027 term.

Naeem Ghauri was the Company’s Chief Executive Officer from August

2001 to October 2006.

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Currently, Mr.

Ghauri serves as the President and Director of Global

Sales of NETSOL, director of NETSOL (UK) Ltd., a wholly owned subsidiary of the Company located in London, and Chairman of NetSol Technologies

Limited in Pakistan.

While instrumental in numerous transactions, his most significant contribution to the revenue of the Company was

his role in overseeing and leading the closing of the largest contract to date for the Company worth $100 million signed in December

Ghauri serves in multiple leadership positions globally.

He is the President and Director of Global Sales of NetSol, director of NetSol (UK) Ltd., a wholly owned subsidiary of the Company located

in London, and Chairman of NetSol Technologies Limited in Pakistan.

While instrumental in numerous transactions, his most significant

contribution to the revenue of the Company was his role in overseeing and leading the closing of the largest contract to date for the

Company worth $100 million signed in December 2015.

More recently, Mr.

Ghauri headed the sales team that signed a contract valued in excess of $35 million.

Ghauri spearheaded

the Innovation practice of the Company while he was located in Thailand with an eye towards working with rideshare platforms as sustainable

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

Ghauri headed the sales team that signed a contract valued in

excess of $35 million.

Ghauri spearheaded the Innovation practice of the Company while he was located in Thailand with an eye towards

working with rideshare platforms as sustainable business models for the Company as the CEO of OTOZ ® , Inc., now a part

of NetSol Technologies Americas, Inc.

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

Prior to joining the Company, Mr.

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

Ghauri supervised over

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

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

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

Ghauri earned his degree in computer science from Brighton

University in England.

Ghauri was Program Director for Mercedes-Benz Finance Ltd.

from 1994-1999.

Ghauri supervised over 200 project managers, developers,

analysts and users in nine European countries.

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

and Qualifications :

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technology, innovation, marketing, and growth, including digital and mobility strategy.

ALMOND was appointed Chief Financial Officer on September 9, 2013.

Since 2007, Roger Almond held the position of Senior Manager at

Pickard & Green Certified Public Accountants where he and his team were responsible for assisting national and international companies

with their financial reporting requirements to the SEC.

Roger Almond’s duties also included overseeing multiple entity consolidations,

converting financial data to US GAAP, preparing financials statements, footnotes and MD&A.

Prior to his current position, Roger Almond

held the position of Assurance Manager at Grant Thornton LLP, in Los Angeles, California from 2003-2006.

From November 1999 to August

2003, he was the Chief Financial Officer of Keysor Century Corporation located in Saugus, California.

GHAURI joined the Board of Directors in July 2026 and currently serves as President of NetSol Technologies for the Asia Pacific Region

(APAC), a role he has held since May 2009.

He also serves as Group Managing Director for NetSol Technologies Europe (June 2017–present),

overseeing strategic growth, regional leadership, and global client engagement across multiple markets.

Ghauri previously served

on the board from July 2014 to June 2016.

Asad Ghauri brings more than two decades of international leadership experience, with core

strengths in change management, team building, global strategic alliances, key partnership development, tactical market planning, and

high-stakes negotiations.

His career reflects a consistent focus on scaling operations, strengthening cross-regional collaboration, and

driving long-term enterprise value.

Asad Ghauri is based at NetSol Pakistan’s office.

He earned his Bachelor of Science in

Computer Science from James Madison University in 2000.

and Qualifications :

Asad Ghauri has extensive operational and strategic leadership experience in global markets, especially in

the software industry.

ABUBAKR was appointed as the Chief Financial Officer of NetSol in January 2026.

Abubakr is a senior global leader with more than

twenty years of international experience across finance.

He has held multiple C-suite and board-level roles including CFO, Chief Strategy

& Transformation Officer (CTO), Chief Digital Officer, COO, CEO, and Board Advisor within large-scale telecom, fintech, digital,

and technology organizations.

He has experience in digital transformation, strategy, M&A, and operations, spanning Europe and Asia.

His work has been internationally recognized with a Global Innovation Award from the ITU (United Nations) for excellence in digital acceleration

and ecosystem development.

to joining NetSol, Mr.

Abubakr was the Vice President of New Business Ventures & M&A at Jazz (VEON Group).

Most recently, he

played a central role in the delayering of JazzCash, a leading fintech platform with over 55 million users.

He contributed to VEON’s

global fintech growth strategy and supported strategic transactions including the planned acquisition of TPL Insurance.

Abubakr was a speaker at Mobile World Congress (Barcelona) and GITEX (UAE).

He is a Fellow of the Association of Chartered Certified

Accountants (FCCA, UK).

and Qualifications:

Through his senior leadership as Chief Financial Officer, Mr.

Abubakr brings expertise in financial management,

strategic planning, corporate finance, risk management and public company operations.

ALMOND is currently the Chief Accounting Officer and served as the Company’s Chief Financial Officer from September 2013-2025.

From 2007 to 2013, Mr.

Almond held the position of Senior Manager at Pickard & Green Certified Public Accountants, where he and his

team were responsible for assisting national and international companies with their financial reporting requirements to the SEC.

Almond’s duties also included overseeing multiple entity consolidations, converting financial data to US GAAP, preparing financial

statements, footnotes and MD&A.

Prior to his position at Pickard &Green, Roger Almond held the position of Assurance Manager

at Grant Thornton LLP, in Los Angeles, California from 2003-2006.

From November 1999 to August 2003, he was the Chief Financial Officer

of Keysor Century Corporation located in Saugus, California.

Currently, Mr.

Almond, as the CAO, leads the accounting of the Company across

the parent and all domestic and international subsidiaries, ensuring consistent accounting policies, reliable consolidations and strong

internal controls.

He continues to be accountable for all reporting of the Company’s SEC filings and GAAP compliance.

Almond received his BS in Accounting from Brigham Young University in 1991 and he is a Certified Public Accountant licensed in California.

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and Qualifications:

Through his senior leadership as Chief Financial Officer, Mr.

Through his senior leadership as Chief Accounting Officer, Mr.

Almond possesses extensive knowledge in several

important business areas, including public company accounting, leadership, risk assessment, and international, cross-border accounting.

He is the main liaison between the Company’s accounting firm and the audit committee.

MCGLASSON joined NetSol as General Counsel in January 2004 and was elected to the position of Secretary in March 2004.

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all board meetings in her executive position as corporate secretary.

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

McGlasson served as a member of the Board’s Cybersecurity

Committee from 2024 through 2026.

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

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received her Bachelor of Arts in Political Science in 1987 from the University of California, San Diego and her Juris Doctor and Masters

in Law in Transnational Business from the University of the Pacific, McGeorge School of Law, in 1991 and 1993, respectively.

of her Masters in Law in Transnational Business, she interned at the law firm of Loeff Claeys Verbeke in Rotterdam, the Netherlands in

of Law in Transnational Business from the University of the Pacific, McGeorge School of Law, in 1991 and 1993, respectively.

of her Masters of Law in Transnational Business, she interned at the law firm of Loeff Claeys Verbeke in Rotterdam, the Netherlands in

and Qualifications:

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cross-border opportunities.

CATON joined the Board of Directors in 2007.

Caton is currently President of Centela Capital, Inc.

a diversified financial services

company, a position he has held since 2006.

Prior to joining Centela Capital, Mr.

Caton was President of NETSOL Technologies USA, responsible

for US sales, from June 2002 to December 2003.

Caton was previously employed by ePlus from 1994 to 2002 as Senior Vice President-Business

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

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

Caton received his BA from UCLA in psychology in 1971.

IAN SMITH was nominated to the Board of Directors

for the first time in June 2025.

Smith brings over 30 years’ experience in the financial services industry.

As a highly experienced

international CEO, with BMW Group’s largest financial services business/region, he was responsible and accountable for a greater

than $50 billion balance sheet and P&L of over $600 million net operating income per year.

He held various roles with BMW Group but

most significantly as Chief Executive Officer for BMW Group Financial Services-USA and the Americas from January 2017 through December

He is currently an investor in and President of MIP, Inc., a medical textiles business operating in the UK, Germany, Canada and

other international markets.

Smith received his BTEC National Diploma, Business & Finance at Wigan College of Technology in 1989.

He completed the Professional Management Foundation Program at the Institute of Personnel Management in 1991.

He received a postgraduate

certificate from Edinburgh Business School, Heriot-Watt University in 2006 and finally a Certificate in Company Direction from the Institute

of Directors in 2013.

Smith has board experience and currently serves as an advisory board member of Spring Free EV, a US-based Fintech

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

Skills and Qualifications :

to the Board a seasoned expertise in automotive financial services strategy, a depth of experience in product advancement through digitization

and versatile and proven management proficiency.

HOWARD was elected to the Board of Directors in June 2026.

Howard served as President and CEO of Daimler Truck Financial Services

for North America and Asia from 2021 to 2024, overseeing a ~$16 billion portfolio and ~850 employees.

He led a major operating-model

and digital transformation that improved customer experience, reduced cost-to-serve, and delivered sustained revenue growth and ROE above

He also expanded the business into new mobility and service models and established strategic partnerships supporting sustainable

transportation.

2014 to 2021, Mr.

Howard served as Senior Vice President for the Freightliner brand at Daimler Truck North America, directing global

Sales, Product Strategy, and Marketing for a ~$20 billion business.

He sustained market leadership, doubled return on sales through a

focused commercial strategy, and led a 900-person global organization.

Howard has extensive board of directors’ service experience.

He has served on the Boards of Directors of Mercedes-Benz and Daimler

Financial Services entities across the United Kingdom, China, Hong Kong, Australia, Japan, Korea, India, South Africa, and Taiwan, providing

governance oversight across multiple regulated international markets from 2010 to the present.

Collectively, his board service demonstrates

a strong record of international leadership, disciplined oversight, and the ability to navigate complex regulatory and cultural environments.

Howard holds an MBA from Aston Business School in England;

a BA (Hons) from Birmingham City University, United Kingdom;

and has completed

executive programs at Harvard Business School, INSEAD, Northwestern University, and The Wharton School.

Howard is the Chair of the

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

and Qualifications :

Caton serves the Board with his 46 years of experience in sales, marketing and management in the financial

Howard brings deep global financial services expertise, multi-jurisdictional board experience, and a strong

record in governance, risk oversight, strategic planning, and leading complex organizations across mature and emerging markets.

SYED KAUSAR KAZMI joined the Board of Directors

Kazmi has over 40 years of expertise in the banking industry and is currently the Head of Commercial Banking and Business

Development at Habib Bank Zurich PLC, located in London, where he has served in this capacity since 2016.

Prior to this position, Mr.

Kazmi served as the Head of Business Development for UK and Europe at Habib Bank AG Zurich in London from 2012-2016, before which Mr.

Kazmi was the CEO of the UK operations of Habib Bank AG Zurich from 2009-2012.

Kazmi was awarded by Power 100, Parliamentary

Review in association with The British Publishing Company a “Lifetime Achievement Award” for his significant and lasting impact

on the banking sector.

In addition, Mr.

Kazmi has been awarded by the Asian Media Group the ‘GG2 Power List’ celebrating Britain’s

101 most influential Asians from 2016-2018.

Kazmi received his BSc in Chemical Engineering

with Second Class Honors from Habib Institute of Technology in 1974.

He sits on the board of many charitable organizations, with a focus

on helping raise funds.

Kazmi is the Chair of the Audit Committee and is a member of the Nominating and Corporate Governance and Compensation

Skills and Qualifications :

Kazmi has strong

financial services and management expertise.

He directs the operations of a financial services business, expanding its focus on business

IBRAHIM was elected to the Board of Directors in June 2026.

Ibrahim is an internationally recognized business leader with more

than 25 years of experience in telecommunications, technology, and digital financial services across both emerging and developed markets.

He has served as President & CEO of Jazz (VEON Pakistan) since 2016, where he has led the company’s transformation into Pakistan’s

largest digital operator, delivering significant improvements in revenue, profitability, and market leadership while expanding into fintech

and broader digital ecosystems.

Ibrahim brings substantial board-level expertise in corporate governance, digital transformation, M&A integration, and growth strategy.

He has played a key role in shaping national digital and financial inclusion agendas and has held senior leadership positions at VEON

and Telenor Group, where he led large-scale operational transformations across Asia.

He has served on multiple boards, including Mobilink

Microfinance Bank, and has contributed to public-sector and industry bodies focused on innovation, telecom regulation, and digital infrastructure.

Ibrahim holds an MBA from IMD Switzerland and completed the Executive Management Program at Harvard Business School.

He is the Chair

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

recognition of his contributions to Pakistan’s digital and technology landscape, Mr.

Ibrahim has been awarded the Hilal-i-Imtiaz,

an award given by the Government of Pakistan to recognize individuals who have made an especially meritorious contributions in the fields

of literature, arts, sports, medicine and science.

and Qualifications :

Ibrahim is widely regarded for his strategic insight, global perspective, and commitment to governance, innovation,

and sustainable growth.

CATON served on the Board of Directors from 2007-2026.

Caton’s term ended in June 2026.

Caton is currently President

of Centela Capital, Inc., a diversified financial services company, a position he has held since 2006.

Prior to joining Centela Capital,

Caton was President of NetSol Technologies USA, responsible for US sales, from June 2002 to December 2003.

Caton was previously

employed by ePlus from 1994 to 2002 as Senior Vice President-Business Development.

He was a member of the UCLA Alumni Association Board

of Directors and served on the Board of Directors of NetSol from 2002-2005.

Caton served as the Chair of the Compensation Committee

and a member of the Audit, Nominating and Corporate Governance, and Cybersecurity Committees until the end of his term, 2026.

received his BA from UCLA in psychology in 1971.

and Qualifications:

Caton served the Board with his 46 years of experience in sales, marketing and management in the financial

leasing and software industries.

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

joining NETSOL in March 2000, Ms.

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

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

She has also worked on

the formation of business startups and IPOs.

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

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

After two decades with the Company, Ms.

Farsai continues to

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

also obtained many of NETSOL’s various trademarks.

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

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

implementation of enterprise-wide cybersecurity processes and procedures.

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

NETSOL to continue its charitable work globally.

Farsai received her B.A.

degree from University of California, Irvine and her

FARSAI served on the Board of Directors from 2018-2026 and is currently the Company’s Corporate Counsel.

Before joining NetSol

in March 2000, Ms.

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

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

She has also worked on the formation of

business startups and IPOs.

Farsai was on the team that took NetSol public and is the one who listed NetSol on Nasdaq in 1999 and

has maintained its listing since then to current.

After more than two decades with the Company, Ms.

Farsai continues to work part-time

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

She has also obtained many

of NetSol’s various trademarks.

Farsai served as Chair of the Board’s Cybersecurity Committee for three years, where

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

enterprise-wide cybersecurity processes and procedures.

She has also been on the team leading the centralization of AI platforms globally

She has effectively established a 501(c)(3) foundation for NetSol to continue its charitable work globally.

Farsai received

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

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

She serves on the board of various charitable

organizations in Los Angeles.

She serves as the Chair and board member of various charitable organizations in Los Angeles.

and Qualifications:

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corporate governance as well as the management and retention of a diverse group of employees.

KAUSAR KAZMI joined the Board of Directors in 2019.

Kazmi brings over 40 years of expertise in the banking industry and is currently

the Head of Commercial Banking and Business Development at Habib Bank Zurich PLC, located in London where he has served in this capacity

Prior to this position, Mr.

Kazmi served as the Head of Business Development for UK and Europe at Habib Bank AG Zurich in

London from 2012-2016, before which Mr.

Kazmi was the CEO of the UK operations of Habib Bank AG Zurich from 2009-2012.

was awarded by Power 100, Parliamentary Review in association with The British Publishing Company a “Lifetime Achievement Award”

for his significant and lasting impact on the banking sector.

In addition, Mr.

Kazmi has been awarded by the Asian Media Group the “GG2

Power List” celebrating Britain’s 101 most influential Asians from 2016-2018.

Kazmi received his BSc in Chemical Engineering with II Class Honors from Habib Institute of Technology in 1974.

He sits on the board

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

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

of the Nominating and Corporate Governance and Compensation Committees.

and Qualifications :

Kazmi has strong financial services and management expertise.

He directs the operations of a financial services

business, expending its focus on business development.

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

Francis brings over 30 years of expertise in the banking and

finance industry.

He is currently Joint Managing Partner of Alderson Francis Associates Ltd, which provides business consulting to UK

finance, software, and private equity businesses.

Prior to this, he was Co-Head of Investment Banking at Investec Bank UK PLC, until

October 2020.

He was at Investec for 18 years, in various roles, most significantly as the founder and CEO of Investec Asset Finance

PLC, which is a significant client of NETSOL.

From November 2022 to May 2023, Mr.

Francis served as an interim executive director for

VLS, a subsidiary of NTE to utilize his Financial Conduct Authority (FCA) authorization to assist VLS in strategic management of its

business and to meet VLS’s FCA requirements.

Francis also held senior management positions at Barclays Bank PLC and ANZ Investment

Francis received his BSc in Biochemistry with II Class Honors from The University College of Wales, Aberystwyth in 1987.

is also a Fellow of the Institute of Chartered Accountants in England and Wales, qualifying with Ernst & Young in 1992.

is currently a trustee of the School of Hard Knocks located in the United Kingdom.

He also served as the Chair of the Finance Committee

of The Beacon School, located in the UK, for nine years.

In September 2023, Mr.

Francis was appointed as the Chair of the Nomination

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

of his board term in June 2025.

and Qualifications :

Francis brings to the Board a seasoned expertise in financial services strategy, especially in the field

of Lease and Finance as well as management proficiency.

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

Smith brings over 30 years’ experience

in the financial services industry.

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

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

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

from January 2017 through December 2021.

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

a medical textiles business operating

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

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

College of Technology in 1989.

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

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

in Company Direction from the Institute of Directors in 2013.

Smith has board experience and currently serves as an advisory board

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

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

Nominating and Corporate Governance Committee.

and Qualifications :

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

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

Farsai continues to lead the insurance

procurement for the Company as well as ensuring processes and procedures are implemented in accordance with the Company’s cybersecurity

and AI initiatives.

of Ethics & Insider Trading Policy

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

Company has an Audit Committee whose members are the independent directors of the Company, specifically, Mr.

Caton, and Mr.

Francis with Mr.

Smith replacing Mr.

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

Committee in July 2025.

Kazmi is the current Chair of the Audit Committee.

Company has an Audit Committee consisting of the independent directors of the Company.

Following the fiscal year 2025 Annual Meeting

of Shareholders held in June 2026 and the subsequent appointment of committee members, the Audit Committee currently consists of Richard

Howard, Aamir Ibrahim, Kausar Kazmi and Ian Smith.

Kazmi serves as the Audit Committee Chair.

Committee Financial Expert

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11-EXECUTIVE COMPENSATION

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

executive compensation philosophy.

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

Compensation Committee follows a disciplined process for setting executive compensation.

This process involves analyzing factors

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

compensation.

The Compensation Committee approves compensation decisions for all executive officers.

When needed, an independent

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

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

Chief Financial Officer, and General Counsel, Corporate Secretary.

You can find more complete information about all elements of

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

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

compensation philosophy.

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

follows a disciplined process for setting executive compensation.

This process involves analyzing factors such as company performance,

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

The Compensation Committee

approves compensation decisions for all executive officers.

When needed an independent compensation consultant helps the Compensation

Committee by providing advice, information, and an objective opinion.

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

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

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

and in the Summary Compensation table that appears on page 42.

2026 Executive Compensation Highlights and Governance

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compensation philosophy and the compensation paid to the named executive officers.

into account the support of this plan at the June 24, 2025, Annual Shareholders Meeting, the Compensation Committee believes the compensation

program meaningfully explains the Compensation Committee’s compensation decisions and its determination to tie long term incentives

of the Chief Executive Officer to performance criteria.

the support of this plan at the June 18, 2026, Annual Shareholders Meeting, the Compensation Committee believes the compensation program

meaningfully explains the Compensation Committee’s compensation decisions and its determination to tie long term incentives of

the Chief Executive Officer to performance criteria.

The Compensation Committee continues to reach out to its shareholders regarding

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

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

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

executive compensation practices in comparison to a peer group.

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

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

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

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

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

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

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

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

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as its independent compensation consultant in prior years.

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

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

compensation.

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

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

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

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

any conflicts of interest.

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

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

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

with Compensation Resources was limited to the Compensation Committee Chair and interaction with executives was generally limited to

discussions as required to compile information at the Compensation Committee’s direction.

During the past two fiscal years, Compensation

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

Philosophy and Objectives

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

The Compensation Committee determines the appropriate

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

While taking into

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

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

for setting executive compensation.

The Compensation Committee determines the appropriate compensation

packages in addition to considering the unique global scale of the Company’s business.

While considering consultants’ general

recommendations about the size and components of compensation, other publicly available compensation information, peer groups and alike,

we believe our philosophy to continue based on a pay-for-performance is the best framework for setting executive compensation.

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

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Ghauri’s base salary for fiscal year 2026 was $840,000 and in addition he received $200,000 in allowances.

Ghauri’s base

salary will be $840,000 and allowances will remain the same for fiscal year 2026.

Almond’s base salary for fiscal year 2025

was $275,000.

For fiscal year 2026, Mr.

Almond’s salary will be $281,875.

McGlasson’s salary for fiscal

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

The Compensation Committee determined that salary alone

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

McGlasson and Mr.

Najeeb Ghauri’s

base salary will remain the same for fiscal year 2027.

Naeem Ghauri’s base salary for FY 2026 was $1,080,000 and his base salary

will remain the same for fiscal year 2027.

Sardar Abubakr’s current base salary is AED 570,000 (approximately $155,000), and he

will receive additional allowances of AED 459,000 (Approximately $125,000), and his salary will remain the same for fiscal year 2027.

Roger Almond’s base salary for fiscal year 2026 was $281,875, and his salary will remain the same for fiscal year 2027.

Patti McGlasson’s

salary for fiscal year 2026 was $258,620, and her base salary will remain the same for fiscal year 2027

compensation program includes eligibility for bonuses as rewarded by the Compensation Committee.

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if applicable, the performance criteria set forth in an executive’s previous year’s agreement and will determine if the executive

has met such criteria in order to achieve the bonus.

The Company’s bonus criteria at the executive management level is typically

based on a gross revenue and income from operations targets.

Cash bonuses, if any for 2025 are reflected in the summary of compensation

table on page 40.

has met such criteria to achieve the bonus.

The Company’s bonus criteria at the executive management level is typically based on

a gross revenue and income from operations targets.

Cash bonuses, if any for 2026 are reflected in the summary of compensation table

For 2026, based on structured key performance indices (KPI)’) by the Compensation Committee, Mr.

Ghauri earned

a bonus of $210,340.

Ghauri earned a bonus

See bonus structure as discussed below on page 40.

The Compensation Committee determined that Gross Revenue and

Income from Operations structure used in fiscal 2025 continues to be a proper measure for measuring Mr.

Ghauri’s performance in

that it encourages his participation in revenue generating activities and continues to incentivize him to monitor and maximize cost efficiency.

The Compensation Committee determined that Gross Revenue and Income from

Operations structure used in fiscal 2026 continues to be a proper measure for measuring Mr.

Ghauri’s performance in that it encourages

his participation in revenue-generating activities and continues to incentivize him to monitor and maximize cost efficiency.

Equity Incentive Compensation

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the high technology and software industries in general, and are generally expected by employees, we believe that these components must

be included in our compensation mix in order for us to compete effectively for talented executives.

We award time based vested stock

from our Equity Incentive Plans for several reasons.

be included in our compensation mix for us to compete effectively for talented executives.

We award time based vested stock from our

Equity Incentive Plans for several reasons.

First, such awards facilitate retention of our executives.

Restricted stock generally

vests only if the executive remains employed by the Company.

Restricted stock generally vests

only if the executive remains employed by the Company.

Second, time-based stock awards align executive compensation with the interests

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In determining the number of shares to be granted

to executives, we take into account the individual’s position, scope of responsibility, ability to affect profits and shareholder

value, past and recent performance, and the estimated value of shares at the time of grant.

Assuming individual performance at a level

satisfactory to the Compensation Committee, the size of total equity compensation is generally targeted at the 50th percentile for the

As indicated above, market data, including compensation percentiles, were among several factors the committee reviewed in

determining compensation.

to executives, we consider the individual’s position, scope of responsibility, ability to affect profits and shareholder value,

past and recent performance, and the estimated value of shares at the time of grant.

Assuming individual performance at a level satisfactory

to the Compensation Committee, the size of total equity compensation is generally targeted at the 50th percentile for the peer group.

As indicated above, market data, including compensation percentiles, were among several factors the committee reviewed in determining

compensation.

incentives provided to executives are determined by the Fair Market Value of our common stock on the grant date.

Each executive’s

stock award was based on an analysis of the Compensation Committee of an appropriate overall cash compensation for each individual taking

into account their position and compensation at similarly situated companies.

Each executive’s stock award was based on a desired

overall compensation cash value less the base salary as approved by the Compensation Committee.

stock award was based on an analysis of the Compensation Committee of an appropriate overall cash compensation for each individual considering

their position and compensation at similarly situated companies.

Each executive’s stock award was based on a desired overall compensation

cash value less the base salary as approved by the Compensation Committee.

Najeeb Ghauri is eligible to receive grants of shares based on the performance criteria connected to gross revenues and net income from

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mean market average.

Najeeb Ghauri’s bonus for fiscal year 2025 is based on the total revenues and income from operations on a graduated basis.

following table demonstrates the graduated percentage of bonus that Mr.

Ghauri will be eligible to earn based on the percentage of the

goal achieved.

Bonuses will be paid 60% in cash and 40% in shares of common stock valued on June 30, 2025.

Total net revenues and income

from operations are based on those values reported for the year ending June 30, 2025, excluding any adjustments relating to changes in

revenue recognition policy.

Ghauri’s bonus for fiscal year 2026 shall be based on total revenues and income from operations on a graduated basis.

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Ghauri will be eligible to earn based on the percentage of the goal achieved.

Bonuses will be paid 60% in cash and 40% in shares of common stock valued on June 30 of the fiscal year in question The bonus shall be

calculated based on the increase in annual revenues compared to the baseline revenue.

The baseline revenue for the purpose of this bonus

calculation shall be defined as the highest annual revenue achieved in any previous year beginning with Fiscal Year End June 30, 2024.

Under no circumstances shall the baseline revenue be adjusted downward, even if annual revenues in subsequent years fall below this highest

annual revenue mark.

Allocated Bonus %

Bonuses will be paid 60% in cash and 40% in shares of common stock valued on June 30 of the fiscal year in question.

The bonus shall

be calculated based on the increase in annual revenues compared to the baseline revenue.

The baseline revenue for the purpose of this

bonus calculation shall be defined as the highest annual revenue achieved in any previous year beginning with Fiscal Year End June 30,

Under no circumstances shall the baseline revenue be adjusted downward, even if annual revenues in subsequent years fall below

this highest annual revenue mark.

Increase in revenues

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

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

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

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

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

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

Provided, however, if such benefits cannot be continued for

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

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

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

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

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

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

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

of the second anniversary from the date of termination.

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

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

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

These agreements further provide

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

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

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However, the committee may approve compensation that does

not qualify for deductibility, including stock option and time-based restricted stock awards, if and when the committee deems it to be

in the best interests of the Company and our shareholders.

not qualify for deductibility, including stock option and time-based restricted stock awards, if and when, the committee deems it to

be in the best interests of the Company and our shareholders.

for Stock-Based Compensation

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

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

Compensation .

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

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

following table shows the compensation for the fiscal years ended June 30, 2026 and 2025, earned by our Chairman and Chief Executive

Officer, our Chief Financial Officer who is our Principal Financial and Accounting Officer, and others considered to be executive officers

of the Company.

Officer, our President, our Chief Financial Officer who is our Principal Financial and Accounting Officer, and others considered to be

executive officers of the Company.

Name and Principle Position

Fiscal Year Ended

Stock Awards ($) (1)

Option Awards ($)

All Other Compensation ($)

Najeeb Ghauri

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$ 250,000 (5)

Roger K Almond

Sardar Abubakr

$ 140,098 (7)

Chief Financial Officer

Roger K Almond

Chief Accounting Officer

Secretary, General Counsel

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Ghauri’s bonus structure as detailed on page 40.

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

expiration and have been fully exercised.

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

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respectively.

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

Naeem Ghauri’s compensation agreement, he received $nil and $250,000 in bonus for the fiscal years ended June 30, 2026,

and 2025, respectively.

Consists of employer-paid health and dental insurance premiums for the fiscal years ended June 30, 2026, and 2025.

Reflects the salary earned from January 20, 2026, his date of hire, through June 30, 2026.

The bonus amount represents a $15,000 signing

bonus pursuant to his compensation agreement.

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

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The terms of Ms.

Almond’s employment agreement with the Company were the result of negotiations between our Chief Executive Officer and

Almond’s employment agreements with the Company were the result of negotiations between our Chief Executive Officer and

the employees and were approved by our Compensation Committee.

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Appendix to the CEO Agreement.

All other material terms remain unchanged.

From the agreement entered into with Mr.

All other material terms remain unchanged from the agreement entered into with Mr.

Ghauri in January 1,

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filed as an exhibit to the Company’s 10-K for the fiscal year ended June 30, 2025.

Agreement with Sardar Abubakr

January 20, 2026, the Company appointed Sardar Abubakr as our Chief Financial Officer.

According to the terms of his engagement, Mr.

Abubakr is entitled to an annualized base salary of AED 570,000 (approximately $155,000) and additional allowances of AED 459,000

(approximately $125,000).

Abubakr is also entitled to a signing bonus of AED 55,100 (approximately $15,000), and a one-time

relocation allowance of AED 40,000 (approximately $11,000).

In addition, Mr.

Abubakr and his family will be provided health

insurance coverage.

Abubakr is eligible for an annual bonus based on certain KPI’s.

Abubakr is entitled to 30 calendar

days of annual leave and UAE statutory public holidays.

He may be terminated upon three months’ written notice.

notice period, the Company may assign reduced or alternative duties, place Mr.

Abubakr on garden leave or pay him in lieu of all or

a portion of the notice period.

The Company may terminate his employment immediately in accordance with USE labor laws in the event

of a serious breach of the terms of his employment or gross misconduct.

His obligations include confidentiality and restrictive

covenant provisions.

During his employment, Mr.

Abubakr may not engage in other business without the Company’s prior written

For a period of three months following termination, he is subject to certain restrictions on engaging in a competing

business in Dubai with respect to activities he performed for the Company during the 12 months preceding termination.

His engagement terms are governed by UAE labor laws.

Agreement with Roger K.

July 1, 2024, the Company entered into an amended and restated employment agreement with our Chief Executive Officer, Roger Almond (the

“CFO Agreement”).

The CFO Agreement was amended solely to place the base salary for Mr.

Almond into the Appendix to the CFO

July 1, 2024, the Company entered into an amended and restated employment agreement with our Chief Accounting Officer, Roger Almond (the

“CAO Agreement”).

The CAO Agreement was amended solely to place the base salary for Mr.

Almond into the Appendix to the CAO

All other material terms remain unchanged from the agreement entered into with Mr.

Almond on March 1, 2015, and amended thereafter.

According to the terms of the CFO Agreement, the term of the agreement automatically extends for an additional one-year period unless

According to the terms of the CAO Agreement, the term of the agreement automatically extends for an additional one-year period unless

notice of intent to terminate is received by either party at least 6 months prior to the end of the term.

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

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

to the CFO Agreement, if he terminates his employment for Good Reason (as described below), or, is terminated prior to the end of the

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

to the CAO Agreement, if he terminates his employment for Good Reason (as described below), or, is terminated prior to the end of the

employment term by the Company other than for Cause (as described below) or death, he shall be entitled to all remaining salary from

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at the end of the employment term, he shall not be entitled to further compensation.

Under the CFO Agreement, Good Reason includes the

Under the CAO Agreement, Good Reason includes the

assignment of duties inconsistent with his title, a material reduction in salary and perquisites, the relocation of the Company’s

principal office by 60 miles, if the Company asks him to perform any act which is illegal, including the commission of a crime or act

of moral turpitude, or a material breach of the CFO Agreement by the Company.

Under the CFO Agreement, Cause includes conviction of crime

of moral turpitude, or a material breach of the CAO Agreement by the Company.

Under the CAO Agreement, Cause includes conviction of crime

involving moral turpitude, failure to perform his duties to the Company, engaging in activities which are directly competitive to or

intentionally injurious to the Company, or any material breach of the CFO Agreement by Mr.

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

intentionally injurious to the Company, or any material breach of the CAO Agreement by Mr.

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

filed as an exhibit to the Company’s 10-K for the fiscal year ended June 30, 2025.

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Equity Awards at Fiscal Year-End

following table shows grants of stock options and grants of unvested stock awards outstanding on June 30, 2025, the last day of our fiscal

year, to each of the individuals named in the Summary Compensation Table.

OPTION AWARDS

NUMBER OF SECURITIES UNDERLYING OPTIONS (#) EXERCISABLE

NUMBER OF SECURITIES UNDERLYING OPTIONS (#) UNEXERCISABLE

OPTION EXERCISE PRICE ($)

OPTION EXPIRATION DATE

NUMBER OF SHARES OF COMMON STOCK THAT HAVE NOT VESTED

MARKET VALUE OF SHARES THAT HAVE NOT VESTED ($)

EQUITY INCENTIVE PLAN AWARDS:

NUMBER OF UNEARNED SHARES THAT HAVE NOT VESTED

EQUITY INCENTIVE PLAN AWARDS:

MARKET OR PAYOUT VALUE OF SHARES THAT HAVE NOT VESTED ($)

Najeeb Ghauri

Roger K Almond

of June 30, 2026, none of our named executive officers held any outstanding unvested equity awards or unexercised stock options.

do not have any qualified or non-qualified defined benefit plans.

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Net Cash Value of Options

Almond, Chief Financial Officer

Almond, Chief Accounting Officer

the event that Mr.

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Compensation Policy

Najeeb Ghauri and Ms.

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

fiscal year 2026, directors who were members of management did not receive any additional compensation for their service as members of

our Board of Directors.

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

in setting compensation for the non-employee

members of our Board of Directors.

in setting compensation for the non-employee members

of our Board of Directors.

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

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

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

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

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Compensation Table

following table sets forth a summary of the compensation earned by our Directors and/or paid to certain of our Directors pursuant to

the Company’s compensation policies for the fiscal year ended June 30, 2025, other than Najeeb Ghauri and Malea Farsai who were

paid as part of their employment agreements with the Company and not as directors.

FEES EARNED OR PAID IN CASH ($)

SHARE AWARDS ($)

Michael Francis

members of our Board of Directors are also eligible to receive stock option or stock award grants both upon joining the Board of Directors

and on an annual basis in line with recommendations by the Compensation Committee, which grants are non-qualified stock options under

our Employee Stock Option Plans.

Further, from time to time, the non-employee members of the Board of Directors are eligible to receive

stock grants that may be granted if and only if approved by the shareholders of the Company.

following table summarizes the compensation earned by or paid to the Company’s non-employee directors pursuant to the Company’s

compensation policies for the fiscal year ended June 30, 2026.

Directors who were employees of the Company did not receive additional

compensation for their service as directors.

Richard Howard

Aamir Ibrahim

Caton’s term ended June 30, 2026.

Aamir Ibrahim and Richard Howard were nominated and elected to the Board of Directors at the June 18, 2026 annual meeting for the July

1 2026 through June 30 2027 term.

four independent members of our Board of Directors, Messrs.

Howard, Ibrahim, Kazmi, and Smith, are also eligible to receive stock option

or stock award grants both upon joining the Board of Directors and on an annual basis in line with recommendations by the Compensation

Committee, which grants are non-qualified stock options under our Employee Stock Option Plans.

Further, from time to time, the non-employee

members of the Board of Directors are eligible to receive stock grants that may be granted if and only if approved by the shareholders

of the Company.

Committee Interlocks and Insider Participation

current members of the Compensation Committee are Mr.

Caton (Chairman), Mr.

Howard (Chairman), Mr.

Kazmi, and Mr.

All current members of the Compensation

Committee are “independent directors” as defined under the NASDAQ Listing Rules.

None of these individuals were at any time

during the fiscal year ended June 30, 2025, or at any other relevant time, an officer or employee of the Company.

Ibrahim and Mr.

All current members

of the Compensation Committee are “independent directors” as defined under the Nasdaq Listing Rules.

None of these individuals

were at any time during the fiscal year ended June 30, 2026, or at any other relevant time, an officer or employee of the Company.

executive officer of the Company serves as a member of the board of directors or compensation committee of any entity that has one or

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

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

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

level of incentive for that individual.

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

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

and may adjust the calculation of the number of shares earned under an award by considering the effect of such extraordinary events.

The Compensation Committee did not make any such adjustments for Fiscal 2026.

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

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

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

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

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

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

of outstanding voting securities as of September 21, 2026, by (i) each person who is known to the Company to own beneficially more than

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

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

Number of Shares

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Syed Kausar Kazmi

Michael Francis**

Richard Howard

Ibrahim Aamir

Sardar Abubakr

Patti McGlasson

The Vanguard Group

All officers and directors as a group (nine persons)

All officers and directors as a group (twelve persons)

Less than one percent

Michael Francis is no longer a director of the Company

Mark Caton and Malea Farsai’s board term ended on June 30, 2026.

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

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Shares issued and outstanding as of September 21, 2026 were 11,952,568.

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

5% or greater shareholder based on Schedule 13G filing on January 1, 2025.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

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

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

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

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

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Faizaan Ghauri, Mr.

Najeeb Ghauri’s son, as Chief Strategy

Najeeb Ghauri’s son, as President of

NetSol Technologies Americas, Inc.

His total compensation for fiscal years 2026 and 2025 was $423,000 and $313,000, respectively.

The Company employs Mr.

Company employs Mr.

Faraaz Ghauri, Mr.

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

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

and $178,000, respectively.

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

Limited, the company’s Pakistani subsidiary.

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

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

and 401(k) employer matching.

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

directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any

other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s

exercise of independent judgment in carrying out the responsibilities of a director.

The board has determined that Mark Caton, Kausar

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

Our board currently consists of three independent directors and

two non-independent directors.

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

Smith was elected to the Board of Directors in June

His total compensation for fiscal

years 2026 and 2025 was $346,000 and $319,000, respectively.

Najeeb Ghauri’s brother, Salim Ghauri, was a co-founder of the

company and is CEO of NetSol Technologies Limited, the Company’s Pakistani subsidiary.

His compensation for fiscal years 2026 and

2025 was $750,000 and $648,000, respectively.

Compensation for the purpose of this disclosure includes salary, bonuses, commissions,

equity awards and other benefits such as medical and 401(k) employer matching.

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

which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having

a relationship which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of

independent judgment in carrying out the responsibilities of a director.

The board has determined that Richard Howard, Aamir Ibrahim,

Kausar Kazmi, and Ian Smith are “independent”.

Our board currently consists of four independent directors and three non-independent

Caton, who served as a director until the conclusion of his term on June 30, 2026, was also determined by the Board to be independent

during his service on the Board.

Howard and Ibrahim were elected to the Board at the fiscal year 2025 Annual Meeting of Shareholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

The aggregate fees

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

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

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

fees of $60,000.

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

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

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

The total amount paid to Fortune

for these services was $563,500.

CPA (“Fortune”) audited the Company’s financial statements for the fiscal years ended June 30, 2026 and June 30, 2025.

The aggregate fees billed by principal accountants for the annual audit and review of financial statements included in the Company’s

Form 10-K, was $370,800 for the year ended June 30, 2026 and $401,700 for the year ended June 30, 2025.

fees for fiscal year 2026 were $22,500 and consisted of the preparation of the Company’s federal and state tax returns for the

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

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

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

(ii) Requires

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

other types of permitted services;

(iii) Prohibits

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

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

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

auditors’ independence from NetSol;

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

to perform other types of permitted services;

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

would be impaired.

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

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standard applied by the Audit Committee in determining whether to grant approval of an engagement of the independent auditors is whether

the services to be performed, the compensation to be paid therefore and other related factors are consistent with the independent auditors’

the services to be performed, the compensation to be paid, and other related factors are consistent with the independent auditors’

independence under guidelines of the Securities and Exchange Commission and applicable professional standards.

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

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

and Restated Bylaws of NetSol Technologies, Inc.

Amended and Restated Articles of Incorporation filed with the Nevada Secretary of State (1)

Amended and Restated Bylaws of NetSol Technologies, Inc.

dated February 9, 2018*.

of Common Stock Certificate.

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

the shareholders of McCue Systems, Inc.

incorporated by reference as Exhibit 2.1 to NETSOL’s

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

Form of Common Stock Certificate.

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

and the shareholders of McCue Systems, Inc.

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

Employment Agreement by and between the Company and Patti L.

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Almond dated September 25, 2024.

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

Proxy Statement filed on May 1, 2025.

10.6 Restated

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

10.7 Restated

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

10.8 Restated

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

10.9 Restated

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

list of all subsidiaries of the Company (1)

31.1 Certification

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CEO) (1)

31.2 Certification

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CFO) (1)

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) (1)

32.2 Certification

pursuant to 18 U.S.C.

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

Act of 2002 (CFO) (1)

Technologies Inc.

Company 2025 Equity Incentive Plan incorporated by reference as Appendix B to NetSol’s Definitive Proxy Statement filed on May 1, 2025.

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

Restated Charter of the Nominating and Corporate Governance Committee dated effective September 10, 2013.

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

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

A list of all subsidiaries of the Company (1)

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CEO) (1)

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CFO) (1)

Certification pursuant to 18 U.S.C.

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

Certification pursuant to 18 U.S.C.

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

NetSol Technologies, Inc.

Clawback Policy *

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

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Filed Herewith

accordance with Section 13 or 15 (d) of the Exchange Act, the Registrant caused this amended report to be signed on its behalf by the

undersigned, thereunto duly authorized.

Technologies, Inc.

accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities

and on the dates indicated.

September 28, 2026

NAJEEB GHAURI

Executive Officer

September 28, 2026

SARDAR MUHAMMAD ABUBAKR

Muhammad Abubakr

Financial Officer

accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities

and on the dates indicated.

September 28, 2026

/S/ NAJEEB U.

Chief Executive Officer

Director, Chairman

Accounting Officer

September 28, 2026

Chief Financial Officer

Principal Accounting Officer

RICHARD HOWARD

September 28, 2026

/S/ MARK CATON

AAMIR IBRAHIM

September 28, 2026

/S/ MALEA FARSAI

September 28, 2026

/S/ KAUSAR KAZMI

September 28, 2026

TECHNOLOGIES, INC.

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TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of June 30, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended June 30, 2025 and 2024

Consolidated Statement of Equity for the Years Ended June 30, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended June 30, 2025 and 2024

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

of Independent Registered Public Accounting Firm

Balance Sheets as of June 30, 2026 and 2025

Statements of Operations and Comprehensive Income (Loss) for the Years Ended June 30, 2026 and 2025

Statement of Equity for the Years Ended June 30, 2026 and 2025

Statements of Cash Flows for the Years Ended June 30, 2026 and 2025

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

(the “Company”) and its subsidiaries

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

and its subsidiaries (the “Company”)

as of June 30, 2026 and 2025, and the related consolidated statements of operations and comprehensive gain, changes in stockholders’

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

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generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the entity’s internal control over financial reporting.

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal

control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

determined that there are no critical audit matters.

The critical audit matters communicated below are

matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the

audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the

financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions

on the critical audit matters or on the accounts or disclosures to which they relate.

We determined that there are no critical audit matters.

Fortune CPA, Inc

have served as the Company’s auditor since 2024.

Garden Grove,

TECHNOLOGIES, INC.

AND SUBSIDIARIES

Balance Sheets

Consolidated Balance Sheets

and cash equivalents

receivable, net of allowance of $ 48,606 and $ 355,464

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

assets, net of allowance of $ 10 and $ 34,496

current assets

in excess of billings, net - long term

assets, net - non-current

and equipment, net

of use assets - operating leases

intangible assets, net

AND STOCKHOLDERS’ EQUITY

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18,000,000 shares authorized;

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

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

shares issued and 11,885,997 outstanding as of June 30, 2026, 12,700,465 shares issued and 11,761,434 outstanding as of June 30,

paid-in-capital

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AND SUBSIDIARIES

Statements of Operations

Consolidated Statements of Operations

general and administrative

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operating expenses

(loss) from operations

from operations

income and (expenses)

( 1,142,166 )

(loss) on foreign currency exchange transactions

( 1,187,320 )

other income (expenses)

14 unchanged sentences

Statements of Comprehensive Income (Loss)

income attributable to NetSol

comprehensive income (loss):

2 unchanged sentences

Comprehensive

income (loss) attributable to NetSol

income attributable to NetSol

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

9 unchanged sentences

$ ( 46,613,208 )

of common stock options

of subsidiary common stock options

stock issued for:

of subsidiary shares

of subsidiary treasury shares

( 1,503,662 )

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

value of options issued

to non-controlling interest

accrued to be issued

of subsidiary

currency translation adjustment

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$ ( 45,935,616 )

$ 128,476,048

$ ( 3,920,856 )

of common stock options

stock issued for:

of subsidiary shares

of subsidiary treasury shares

( 1,503,662 )

stock issued for:

options issued

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

value of options issued

subsidiary options issued

value of subsidiary options issued

to non-controlling interest

currency translation adjustment

4 unchanged sentences

$ ( 46,613,208 )

$ 128,783,865

$ ( 3,920,856 )

$ ( 44,212,313 )

$ ( 45,935,616 )

accompanying notes are an integral part of these consolidated financial statements

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( 2,764,167 )

in excess of billing

( 5,207,897 )

( 1,205,456 )

current assets

1 unchanged sentence

( 6,256,395 )

cash provided by (used in) operating activities

cash provided by operating activities

flows from investing activities:

1 unchanged sentence

( 2,007,114 )

( 1,382,770 )

of property and equipment

of subsidiary shares

in associates

in intangible assets

( 2,686,392 )

cash used in investing activities

( 4,581,116 )

( 1,274,865 )

flows from financing activities:

6 unchanged sentences

on finance lease obligations and loans - net

( 1,188,684 )

cash provided by financing activities

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INVESTING AND FINANCING ACTIVITIES:

acquired under finance lease

issued for accrued bonus

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

Majority-owned

Owned Subsidiaries

NetSol Technologies, Ltd.

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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

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 contract assets, 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.

and Cash Equivalents

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

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

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

The Company has not experienced any losses in such accounts.

As of June 30, 2026 and 2025, the Company had uninsured deposits

related to cash deposits in accounts maintained within foreign entities of approximately $ 26,537,413 and $ 16,386,079 , respectively.

Company has not experienced any losses in such accounts.

Company’s operations are carried out globally.

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

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

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

associated with companies in economically developed nations.

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

and legal environments and foreign currency exchange.

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

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

of taxation, among other things.

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

Receivable and Allowance for Doubtful Accounts

12 unchanged sentences

30, 2026 and 2025

in Excess of Billings

in excess of billings represent the total of the project to be billed to the customer for revenues recognized per US GAAP.

As the customers

are billed under the terms of their contract, the corresponding amount is transferred from this account to “Accounts Receivable.”

The Company recognizes the potential risk associated with recognizing revenues in excess of billings, including the risk of non-payment

by the customer.

Therefore, management continually assesses the collectability of such amounts and makes appropriate provisions or adjustments

if collectability becomes doubtful.

assets represent the total of the project to be billed to the customer for revenues recognized per US GAAP.

As the customers are billed

under the terms of their contract, the corresponding amount is transferred from this account to “Accounts Receivable.” The

Company recognizes the potential risk associated with recognizing contract assets, including the risk of non-payment by the customer.

Therefore, management continually assesses the collectability of such amounts and makes appropriate provisions or adjustments if collectability

becomes doubtful.

Contract assets are classified as current or non-current based on the expected timing of the Company’s right

to invoice the customer, with amounts expected to be invoiced within twelve months classified as current and amounts expected to be invoiced

beyond twelve months classified as non-current.

and Equipment

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

additions, renewals

and betterments are capitalized.

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

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

Depreciation is computed

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

Following is the summary

of estimated useful lives of the assets:

OF ESTIMATED USEFUL LIVES OF ASSETS

additions, renewals and

betterments are capitalized.

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

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

Depreciation is computed using various methods

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

The following is the summary of estimated useful lives

of the assets:

SUMMARY OF ESTIMATED USEFUL LIVES OF ASSETS

equipment and software

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under capital leases

Company capitalizes costs of materials, consultants, and payroll and payroll-related costs for employees incurred in developing internal-use

computer software.

These costs are included with “Computer equipment and software.”

of Long-Lived Assets

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30, 2026 and 2025

Company capitalizes certain costs incurred in the development of internal-use software, which are included in “Other intangible

assets.” Costs incurred during the preliminary project stage are expensed as incurred.

Costs incurred during the application development

stage are capitalized when the applicable capitalization criteria have been met.

Capitalized costs include external direct costs of materials

and services and payroll and payroll-related costs for employees who are directly associated with and devote time to the software project.

Costs associated with training, maintenance and other post-implementation activities are expensed as incurred.

Costs of upgrades and

enhancements that provide additional functionality are capitalized when the applicable capitalization criteria are met;

costs that do

not provide additional functionality are expensed as incurred.

Capitalization

ceases when the software is substantially complete and ready for its intended use.

Capitalized internal-use software costs are amortized

on a straight-line basis over their estimated useful lives, generally three to five years, commencing when the software is ready for

its intended use.

The Company reviews the estimated useful lives of its internal-use software and evaluates such assets for impairment

when events or changes in circumstances indicate that the carrying amount may not be recoverable.

Value of Financial Instruments

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fair value measures.

For certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts

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

three levels of valuation hierarchy are defined as follows:

consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority.

rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability.

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.

Company’s financial assets that were measured at fair value on a recurring basis as of June 30, 2025, are as follows:

OF FAIR VALUE OF FINANCIAL ASSETS MEASURED ON RECURRING BASIS

in excess of billings - long term

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

in excess of billings - long term

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

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

SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS RECONCILIATION

value discount

at June 30, 2023

during the period

of Translation Adjustment

at June 30, 2024

$ ( 152,446 )

during the period

to short term

of Translation Adjustment

at June 30, 2025

$ ( 208,037 )

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

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

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

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

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 Company did not have any financial

assets or liabilities measured at fair value on a recurring or nonrecurring basis as of June 30, 2026 or 2025.

liabilities represent amounts billed or received from customers in advance of the Company’s satisfaction of the related performance

Contract liabilities are recognized as revenue when or as the related performance obligations are satisfied, which for maintenance

and certain subscription services is generally on a straight-line basis over the applicable service period.

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

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

Company expenses the cost of advertising as incurred.

27 unchanged sentences

Tax positions that

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

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

The portion of the benefits associated with tax positions

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

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

Applicable interest

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

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

of being realized upon settlement with the applicable taxing authority.

The portion of the benefits associated with tax positions taken

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

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

Applicable interest and

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

Currency Translation

2 unchanged sentences

its subsidiaries:

OF FOREIGN CURRENCY TRANSLATION

SCHEDULE OF FOREIGN CURRENCY TRANSLATION

Company and Subsidiaries

13 unchanged sentences

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

Accounting Standards Adopted by the Company :

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

2023-07, Segment Reporting (Topic 280):

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

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

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

to allocate resources.

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

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

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

of operations, or cash flows.

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

Accounting Standards Not Yet Adopted by the Company :

December 2023, the FASB issued ASU No.

Issued Accounting Standards

Adopted Accounting Standards

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.

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.

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

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

Disaggregation of Income Statement

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

The standard requires disclosure

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

intangible asset amortization from each relevant expense caption.

The amendments are effective for annual reporting periods beginning

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

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

Early adoption and retrospective application are permitted but

not required.

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

and in Q1 of fiscal 2029 for interim periods.

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

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

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

This guidance impacts only the Company’s

disclosures with no impacts to its financial condition or results of operations.

The Company adopted this guidance for the year ended

June 30, 2026 on a prospective basis.

Standards Not Yet Adopted

Disaggregation

of Income Statement Expenses

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

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.

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.

TECHNOLOGIES, INC.

1 unchanged sentence

30, 2026 and 2025

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

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.

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

3 – REVENUE RECOGNITION

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

a traditional

on-premises licensing model and a subscription model.

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

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

Under the subscription

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

the contractual right to take possession of the software.

a traditional on-premises

licensing model and a subscription model.

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

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

Under the subscription delivery model,

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

to take possession of the software.

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

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

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

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

The Company identifies and

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

over the life of the contract.

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

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.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2026 and 2025

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

licenses and a professional services engagement.

License purchases generally have multiple performance obligations as customers

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

The Company’s single performance obligation arrangements

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

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

License purchases generally have multiple performance obligations as customers purchase

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

The Company’s single performance obligation arrangements are typically

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

contracts with multiple performance obligations where the contracted price differs from the 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

3 unchanged sentences

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

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

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

1 unchanged sentence

The initial subscription period is typically 12 to 60 months.

The Company generally invoices its

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

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.

Contract Support

1 unchanged sentence

maintenance period, which in most instances is one year.

Software license updates provide customers with rights to unspecified

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

The Company’s

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

In addition, a majority of customers

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

Software license updates provide customers with rights to unspecified software

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

The Company’s customers

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

In addition, a majority of customers renew

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

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

3 unchanged sentences

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

In fixed fee arrangements, revenue is recognized as

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

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

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

and testing requirement changes.

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

and payments are typically due 30 days after invoice.

For fixed-fee implementation and customization services that

are satisfied over time, revenue is recognized using an input method based on person-days incurred relative to total estimated person-days

required to complete the services.

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

the services projects.

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

variances and specification and testing requirement changes.

Services are generally invoiced upon milestones in the contract or upon

consumption of the hourly resources and payments are typically due 30 days after invoice.

and Internet Services

2 unchanged sentences

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

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.

in advance to the customers and revenue is recognized ratably over time on a monthly basis.

TECHNOLOGIES, INC.

1 unchanged sentence

30, 2026 and 2025

Disaggregated

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

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

Company’s disaggregated revenue by category is as follows:

OF DISAGGREGATED REVENUE BY CATEGORY

SCHEDULE OF DISAGGREGATED REVENUE BY CATEGORY

core revenue, net

non-core revenue, net

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

Due to the complexity of

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

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

to the complexity of certain contracts, the revenue recognition treatment under Topic 606 for the Company’s arrangements may depend

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

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

The Company rarely licenses or sells products on a stand-alone

The Company rarely licenses or sells products on a standalone

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.

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.

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

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

that may include market conditions and other observable inputs.

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

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

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

most significant judgments and estimates involved in the Company’s revenue recognition policies are (1) determining the standalone

selling prices of the Company’s software licenses, and (2) measuring progress toward satisfaction of performance obligations for

implementation, customization, and other services.

standalone selling price of the licenses is measured primarily through an analysis of pricing that management evaluates when quoting

prices to customers.

2 unchanged sentences

those modules at an optional price.

This information guides the Company in assessing the stand-alone selling price of the Company’s

This information guides the Company in assessing the standalone 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.

Company recognizes revenue from implementation and customization services using the percentage of estimated “man-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

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

essentially priced separately from other goods and services that the Company delivered to that customer.

TECHNOLOGIES, INC.

1 unchanged sentence

30, 2026 and 2025

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

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

and testing requirement changes.

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

Company recognizes revenue from implementation and customization services over time using an input method based on person-days incurred

relative to total estimated person-days required to complete the implementation or customization services.

The Company believes that

person-days provide a faithful depiction of the Company’s performance because the level of effort required to satisfy the performance

obligation is primarily driven by the amount of employee time devoted to the implementation or customization services.

The Company reviews

and updates its estimates of the total person-days required to complete these services at each reporting period.

Changes in these estimates

are accounted for on a cumulative catch-up basis in the period in which the estimates are revised.

a group of agreements is entered into 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

The Company exercises significant judgment

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

The Company’s judgments about whether a group of contracts comprises 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.

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.

a contract includes variable consideration, the Company exercises judgment in estimating the amount of consideration to which it expects

to 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.

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

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

Balance Sheets.

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

have the right to consideration.

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

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

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

of a milestone.

Company’s revenues in excess of billings and unearned revenue are as follows:

OF REVENUES IN EXCESS OF BILLINGS AND DEFERRED REVENUE

in excess of billings

Company considers all relevant facts and circumstances.

Variable consideration is included in the transaction price only to the extent

that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated

with the variable consideration is subsequently resolved.

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

contract assets, or contract liabilities on the Company’s Consolidated Balance Sheets.

The Company records contract assets when

the Company has transferred goods or services but does not yet have the right to consideration.

The Company records contract liabilities

when the Company has received or has the right to receive consideration but has not yet transferred goods or services to the customer.

contract assets are transferred to receivables when the rights to consideration become unconditional, usually upon completion of a milestone.

Company’s contract assets and contract liabilities are as follows:

SCHEDULE OF CONTRACT ASSETS AND CONTRACT LIABILITIES

TECHNOLOGIES, INC.

1 unchanged sentence

30, 2026 and 2025

Company’s unearned revenue reconciliation is as follows:

OF UNEARNED REVENUE RECONCILIATION

Balance at June 30, 2023

Revenue Recognized

Company’s contract liabilities reconciliation is as follows:

SCHEDULE OF CONTRACT LIABILITIES RECONCILIATION

at June 30, 2024

( 29,201,839 )

Balance at June 30, 2024

Revenue Recognized

at June 30, 2025

( 33,023,905 )

at June 30, 2026

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

the year ended June 30, 2026, the Company recognized revenue of $ 2,837,000 , which was included in the contract liabilities 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

All other activity in contract liabilities is due to the timing of invoicing in relation to the timing of

revenue recognition.

allocated to 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.

or partially unsatisfied, which includes contract liabilities and amounts that will be invoiced and recognized as revenue in future periods.

Contracted but unsatisfied performance obligations were approximately $ 49,148,000 as of June 30, 2026, of which the Company estimates

5 unchanged sentences

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

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

For certain contracts where the timing between the transfer of goods or services and payment

provides a significant financing component, the Company adjusts the promised amount of consideration for the effects of the time value

of money using a discount rate that reflects the financing characteristics of the arrangement.

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.

Unpaid invoice amounts for non-cancelable licenses and services starting in future periods

are included in accounts receivable and contract liabilities.

Expedients and Exemptions

1 unchanged sentence

The Company has applied the following practical expedients:

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

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

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

or less or the commissions are based on cashed received.

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

transfer of the promised items to the customer.

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

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

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

Statement of Operations.

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

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

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

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

TECHNOLOGIES, INC.

18 unchanged sentences

components of basic and diluted earnings per share were as follows:

SCHEDULE OF DILUTIVE POTENTIAL COMMON SHARES

For the year ended June 30, 2025

Basic income per share:

Effect of dilutive securities

Diluted income per share

SCHEDULE OF BASIC AND DILUTED EARNINGS PER SHARE

the year ended June 30, 2026

Basic income per share:

Effect of dilutive securities

Diluted income per share

income per share:

of dilutive securities

income per share

the year ended June 30, 2025

income per share:

of dilutive securities

income per share

of June 30, 2026, 50,000 stock options were outstanding, resulting in 13,909 incremental shares included in the calculation of diluted

earnings per share under the treasury stock method.

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

2 unchanged sentences

would have been anti-dilutive.

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

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

shares, calculated using the treasury stock method.

TECHNOLOGIES, INC.

2 unchanged sentences

5 – MAJOR CUSTOMERS

following table describes the revenues from major customers:

OF REVENUES AND RECEIVABLES FROM MAJOR CUSTOMERS

For the Years

Net Revenues:

Daimler Financial

BMW Financial

following table describes the receivables from major customers:

Accounts Receivable

Daimler Financial

BMW Financial

Revenue in Excess of Billing

Daimler Financial Services

BMW Financial

Concentration

the year ended June 30, 2026, two customers accounted for 25.1 % and 15.2 % of net revenues.

For the year ended June 30, 2025, two customers

accounted for 19.1 % and 16.1 % of net revenues.

Receivable Concentration

of June 30, 2026, four customers accounted for 18.8 %, 16.1 %, 12.5 % and 11.1 % of accounts receivable.

As of June 30, 2025, three customers

accounted for 16.8 %, 16.1 %, and 10.8 % of accounts receivable.

Assets Concentration

of June 30, 2026, four customers accounted for 23.4 %, 22.6 %, 13.6 %, and 10.0 % of contract assets.

As of June 30, 2025, four customers

accounted for 24.2 %, 16.9 %, 15.9 %, and 11.9 % of contract assets.

6 - OTHER CURRENT ASSETS

1 unchanged sentence

SCHEDULE OF OTHER CURRENT ASSETS

Prepaid Expenses

Advance Income Tax

Employee Advances

Security Deposits

Other Receivables

TECHNOLOGIES, INC.

1 unchanged sentence

30, 2026 and 2025

7 – REVENUES IN EXCESS OF BILLINGS – LONG TERM

in excess of billings, net consisted of the following:

SCHEDULE OF REVENUE IN EXCESS OF BILLING

Revenues in excess of billings

Present value discount

to revenue recognition for contract accounting, the Company had recorded revenues in excess of billings long-term for amounts billable

after one year.

During the years ended June 30, 2025 and 2024, the Company accreted $ 73,066 and $ 42,814 , 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 year ended June 30, 2025 and 2024.

7 – CONTRACT ASSETS – NON-CURRENT

Company records non-current contract assets at present value using a discounted cash flow method based on the expected timing of future

The discount rates used reflect the applicable borrowing rates at the time the related contract assets are initially recognized.

The Company used discount rates ranging from 4.5 % to 6.6 % for contract assets initially recognized during the year ended June 30, 2026

and from 4.2 % to 17.5 % for contract assets initially recognized during the year ended June 30, 2025.

The resulting discount is accreted

over the period until the expected billing date, with the accretion recognized as interest income.

During the years ended June 30, 2026

and 2025, the Company recognized $ 98,197 and $ 73,066 , respectively, of interest income related to the accretion of the discount.

reconciliation for the years ended June 30, 2026 and 2025 is as follows:

SCHEDULE OF CONTRACT ASSETS - NON-CURRENT RECONCILIATION

at June 30, 2024

$ ( 152,446 )

of translation adjustment

at June 30, 2025

$ ( 208,037 )

Contract assets, non-current, balance

$ ( 208,037 )

of translation adjustment

at June 30, 2026

$ ( 373,219 )

Contract assets, non-current, balance

$ ( 373,219 )

8 - PROPERTY AND EQUIPMENT

1 unchanged sentence

SCHEDULE OF PROPERTY AND EQUIPMENT

Office Furniture and Equipment

Computer Equipment

Assets Under Capital Leases

Accumulated Depreciation

Furniture and Equipment

Under Capital Leases

Property and Equipment, Gross

( 14,239,201 )

( 13,269,682 )

Property and Equipment,

and Equipment, Net

the years ended June 30, 2026 and 2025, depreciation expense totaled $ 1,238,421 and $ 1,463,783 , respectively.

2 unchanged sentences

is a summary of fixed assets held under capital leases as of June 30, 2026 and 2025:

SCHEDULE OF FIXED ASSETS HELD UNDER CAPITAL LEASES

June 30, 2025

June 30, 2024

Accumulated Depreciation

Fixed assets held under

capital leases, Total

SCHEDULE OF FIXED ASSETS HELD UNDER FINANCE LEASES

Accumulated Depreciation - Net

assets held under finance leases, Total

TECHNOLOGIES, INC.

2 unchanged sentences

lease term and discount rate were as follows:

SCHEDULE OF FINANCE LEASE TERM

SCHEDULE OF FINANCE LEASE TERM AND DISCOUNT RATE

average remaining lease term - Finance leases

4 unchanged sentences

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

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

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

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

greater than 12

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

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

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

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

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

An ROU asset and a lease liability

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

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

Since the interest rate implicit in a lease is

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

value of the lease payments.

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

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

For finance leases, the Company used the

incremental borrowing rate implicit in the lease.

Lease liabilities

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

An ROU asset and a lease liability are recognized

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

Initial direct costs are

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

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

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

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

a similar lease term to obtain an asset of similar value.

For finance leases, the Company used the incremental borrowing rate implicit

in the lease.

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

18 unchanged sentences

lease assets, net

Operating, Current

Operating, Noncurrent

Lease Liabilities

Operating lease liability, Current

Operating lease liability, Noncurrent

Total Lease Liabilities

components of lease cost were as follows:

SCHEDULE OF COMPONENTS OF LEASE COST

of finance lease assets

on finance lease obligation

term lease cost

For the Years

Amortization of finance lease assets

Interest on finance lease obligation

Operating lease cost

Short term lease cost

Sub lease income

Total lease cost

term and discount rate were as follows:

1 unchanged sentence

average remaining lease term - Operating leases

average discount rate - Operating leases

Weighted average discount

rate - Operating leases

TECHNOLOGIES, INC.

3 unchanged sentences

SCHEDULE OF SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION RELATED TO LEASES

For the Years

cash flows related to operating leases

cash flows related to finance leases

cash flows related finance leases

Operating cash flows

related to finance leases

Financing cash flows

related finance leases

of operating lease liabilities were as follows as of June 30, 2026:

SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES

Lease Payments

Within year 2

Total Lease Payments

Imputed interest

Value of lease liabilities

Present Value of lease liabilities

Current portion

Non-Current portion

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

3 unchanged sentences

to purchase the premises and no residual value guarantees.

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

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

For the years ended June 30, 2026 and 2025, the Company received lease income

of $ 35,656 and $ 34,180 , respectively.

10 – GOODWILL

2 unchanged sentences

SCHEDULE OF GOODWILL ACQUIRED

PK (Asia - Pacific)

(North America)

Entity (Segment)

NetSol PK (Asia - Pacific)

NTA (North America)

TECHNOLOGIES, INC.

1 unchanged sentence

30, 2026 and 2025

11 – OTHER INTANGIBLE ASSETS

intangible assets consist of capitalized costs of internally developed software.

SCHEDULE OF OTHER INTANGIBLE ASSETS

Balance at June 30, 2025

Capitalized development cost

Amortization expense

Net carrying value

at June 30, 2026

the year ended June 30, 2026, the Company capitalized $ 2,686,392 of costs related to internal-use software projects.

As of June 30, 2026,

these projects had not been placed into service and, accordingly, no amortization expense was recognized during the year.

12 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

1 unchanged sentence

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Payroll Taxes

Accounts Payable

Accrued Liabilities

Accrued Payroll

Accrued Payroll Taxes

Taxes Payable

Other Payable

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2026 and 2025

payable and capital leases consisted of the following:

1 unchanged sentence

of June 30, 2026

Overdraft Facility

Payable Bank - Export Refinance

Payable Bank - Running Finance

Payable Bank - Export Refinance II

Payable Bank - Export Refinance III

and Leaseback Financing

Term Financing

Finance Leases

D&O Insurance

Line of Credit

Bank Overdraft Facility

Loan Payable Bank - Export Refinance

Loan Payable Bank - Running Finance

Loan Payable Bank - Export Refinance II

Loan Payable Bank - Export Refinance III

Loan Payable Bank - Export Refinance IV

Loan Payable Bank - Export Refinance V

Sale and Leaseback

Subsidiary Finance

of June 30, 2025

Overdraft Facility

Payable Bank - Export Refinance

Payable Bank - Running Finance

Payable Bank - Export Refinance II

Payable Bank - Export Refinance III

and Leaseback Financing

Term Financing

Finance Leases

D&O Insurance

Line of Credit

Bank Overdraft Facility

Loan Payable Bank - Export Refinance

Loan Payable Bank - Running Finance

Loan Payable Bank - Export Refinance II

Loan Payable Bank - Export Refinance III

Loan Payable Bank - Export Refinance IV

Loan Payable Bank - Export Refinance V

Sale and Leaseback

Subsidiary Finance

(1) The Company finances

5 unchanged sentences

30, 2026 and 2025

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

7.75 % and 8.75 %

as of June 30, 2025 and 2024, respectively.

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

respectively.

(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

The annual interest rate was 8.0 % and 7.75 % as of June 30, 2026 and 2025, respectively.

The total outstanding balance as of June

30, 2026 and 2025, was $ nil and $ 405,000 , respectively.

(3) The Company’s

29 unchanged sentences

The interest rate for the loan was 13.8 % and 13.2 % at June 30, 2026 and 2025, respectively.

(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 $ 1,438,642 at June 30, 2026.

NetSol PK has not used

this facility at June 30, 2026.

The interest rate for the loan was 4.5 % at June 30, 2026.

(7) The Company’s

subsidiary, NetSol PK, has an export refinance facility with Bank of Punjab, secured by NetSol PK’s assets.

This is a revolving

loan that matures every six months.

The total facility amount is Rs.

200,000,000 or $ 719,321 at June 30, 2026.

NetSol PK has not used

this facility at June 30, 2026.

The interest rate for the loan was 4.5 % at June 30, 2026.

These facilities require

22 unchanged sentences

subsidiary, NetSol PK, has an export refinance facility with Habib Metro Bank Limited, secured by NetSol PK’s assets.

revolving loan that matures every nine months.

revolving loan that matures every six months.

The total facility amount is Rs.

15 unchanged sentences

The interest rate for the loan ranged between 12.3 % and 24.2 % at June

(9) The Company’s

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

of NetSol Beijing for a period of one year.

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

NetSol Beijing paid off this facility

during the period ended June 30, 2025.

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

The interest rate of the loan

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

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2026 and 2025

(11) The Company leases

6 unchanged sentences

2026 and 2025.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

is the aggregate minimum future lease payments under capital leases as of June 30, 2026:

SCHEDULE OF AGGREGATE MINIMUM FUTURE LEASE PAYMENTS UNDER CAPITAL LEASES

Lease Payments

Minimum Lease Payments

Expense relating to future periods

Value of minimum lease payments

Within year 2

Total Minimum Lease Payments

Interest Expense relating

to future periods

Present Value of minimum lease payments

Current portion

Non-Current portion

is the aggregate future long term debt payments, which consists of “Sale and Leaseback Financing (10)”, as of June 30, 2026:

SCHEDULE OF AGGREGATE FUTURE LONG TERM DEBT PAYMENTS

Within year 3

Loan Payments

Within year 2

Total Loan Payments

Current portion

Non-Current portion

14 – INCOME TAXES

4 unchanged sentences

SCHEDULE OF CONSOLIDATED PRE-TAX INCOME (LOSS)

Ended June 30,

For the Years

US operations

$ ( 669,670 )

Foreign operations

Net income before income

4 unchanged sentences

SCHEDULE OF COMPONENTS OF PROVISION FOR INCOME TAXES

Ended June 30,

for income taxes

For the Years

State and Local

Provision for income

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

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

Ended June 30,

tax (benefit) provision at statutory rate

income (benefit) taxes, net of federal tax benefit

earnings taxed at different rates

in valuation allowance for deferred tax assets

for income taxes

For the Year Ended

Income tax (benefit) provision

at statutory rate

State income (benefit) taxes, net of federal

Foreign tax effects

Pakistan statutory rate

China statutory rate differential

United Arab Emirates statutory

rate differential

Pakistan alternative tax

Pakistan prior-period super

Other foreign tax effects

Changes in valuation allowances

Nontaxable or nondeductible

Pakistan tax-exempt income

( 1,486,727 )

Thailand nondeductible

Nondeductible executive

Other nontaxable or nondeductible items

Income tax expense (benefit)

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2026 and 2025

income tax assets and liabilities as of June 30, 2026 and 2025 consist of tax effects of temporary differences related to the following:

SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES

Ended June 30,

operating loss carry forwards

deferred tax assets

allowance for deferred tax assets

For the Years

Net operating loss carry forwards

Total deferred tax assets

Valuation allowance

for deferred tax assets

( 12,097,786 )

( 11,163,818 )

deferred tax assets

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

in the future.

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

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

Federal net operating loss carry forwards begin to expire in 2028 , while state net operating loss carry forwards are expiring each year.

Deferred tax assets, net of valuation allowance

Deferred tax liabilities

Net deferred tax

asset (liability)

$ ( 171,096 )

following table presents income taxes paid, net of refunds received, disaggregated by federal, state and local, and foreign jurisdictions

for the year ended June 30, 2026.

SCHEDULE OF INCOME TAXES PAID, NET OF REFUNDS RECEIVED

For the year the ended June 30,

of refunds received

State and local

United Kingdom

other foreign jurisdictions

Total foreign

Total income taxes paid,

net of refunds received

Company maintains a valuation allowance against deferred tax assets when, based on the weight of available positive and negative evidence,

management determines that it is more likely than not that such deferred tax assets will not be realized.

The valuation allowance was

$ 12,097,786 and $ 11,163,818 as of June 30, 2026 and 2025, respectively.

The valuation allowance increased by $ 933,968 for the year ended

June 30, 2026.

June 30, 2026, federal and state net operating loss carryforwards in the United States of America were $ 30,182,032 and $ 8,947,835 , respectively.

Federal net operating loss carryforwards begin to expire in 2028 , while state net operating loss carryforwards are expiring each year.

Due to both historical and recent changes in the capitalization structure of the Company, the utilization of net operating losses may

2 unchanged sentences

June 30, 2026.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

of June 30, 2026, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters.

13 unchanged sentences

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

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2026 and 2025

15 - STOCKHOLDERS’ EQUITY

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

shares of common stock, respectively, to the independent Board

of Directors as part of their board compensation.

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

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

consolidated financial statements.

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

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

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

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

The grant date fair value of the shares

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

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

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

The grant date fair value of the shares

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

the years ended June 30, 2026 and 2025, the Company issued 37,878 and 58,335 shares of common stock, respectively, to the independent

Board of Directors as part of their board compensation.

The grant date fair value was $ 144,000 and $ 159,000 for each period, and was

recorded as compensation expense in the accompanying consolidated financial statements.

the years ended June 30, 2026 and 2025, the Company issued 41,997 and 59,528 shares of common stock to the CEO for his bonus earned in

fiscal years 2025 and 2024.

The fair market value of the shares was $ 122,091 and $ 151,201 , respectively.

the year ended June 30, 2026, the Company accrued 44,985 shares of common stock to the CEO for his bonus earned in fiscal years 2026.

The fair market value of the shares was $ 207,828 .

the year ended June 30, 2026, the Company accrued 66,571 shares of common stock to one-employee.

The fair market value of the shares

was $ 231,000 .

the year ended June 30, 2026 and 2025, the Company issued 24,688 and 2,680 shares of common stock to a consultant pursuant to the terms

of his consultancy agreement.

The grant date fair value of the shares was $ 91,667 and $ 8,333 and was recorded as compensation expense

in the accompanying consolidated financial statements.

the year ended June 30, 2026, the Company issued 20,000 shares of common stock to employees pursuant to the terms of their employment

The grant date fair value of the shares was $ 84,400 and was recorded as compensation expense in the accompanying consolidated

financial statements.

16 – EQUITY INCENTIVE PLAN

16 unchanged sentences

SUMMARY OF UNVESTED STOCK GRANTS AWARDED AS COMPENSATION

Number of shares

Average Grant Date Fair Value ($)

June 30, 2023

June 30, 2024

June 30, 2025

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

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

The weighted average grant date fair value

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

Date Fair Value

Unvested, June 30, 2024

Unvested, June 30, 2025

Unvested, June 30, 2026

the years ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense of $ 758,895 and $ 167,333 , respectively.

In addition, 41,997 shares were issued to the CEO for his bonus, which was earned during fiscal years 2025 and 2024.

The weighted average

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

stock purchase options consisted of the following:

SCHEDULE OF COMMON STOCK PURCHASE OPTIONS

Average Exercise Price

Average Remaining Contractual Life (in years)

Intrinsic Value

and exercisable, June 30, 2023

and exercisable, June 30, 2024

and exercisable, June 30, 2025

Outstanding and exercisable, June 30, 2024

Outstanding and exercisable, June 30, 2025

Outstanding and exercisable, June 30,

aggregate intrinsic value at June 30, 2026 represents the difference between the Company’s closing stock price of $ 4.62 on June

5 unchanged sentences

SUMMARY OF STOCK OPTIONS OUTSTANDING

Outstanding and Exercisable

Average Remaining Contractual Life

Average Exercise Price

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

options to a consultant with an exercise price of $ 2.94

per share, a 2 two-year

expiration date, and immediate vesting.

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

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

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

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

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

per share, a 2 two-year expiration date, and immediate vesting.

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

recorded $ 101,424

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

The fair market value was

calculated using the Black-Scholes option pricing model.

recorded $ 25,149 in compensation expense for these options in the accompanying consolidated financial statements.

following table includes the assumptions used in the calculations:

OF SHARE OPTION ASSUMPTIONS

interest rate

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

for certain share option grants.

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

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

The simplified method

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

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

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

with the expected term of the share options.

Risk-free interest rate

Expected life

Expected volatility

Expected dividend

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

option grants.

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

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

The simplified method estimates the expected

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

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

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

the expected term of the share options.

The Company determined that historical volatility was an appropriate measure of future expectations,

25 unchanged sentences

The Company has designated its Chief Executive Officer as the CODM.

assets include all assets attributable to operations within the respective geographic regions, including cash, accounts receivable, revenue

in excess of billings, and property, plant, and equipment.

Corporate assets, which primarily consist of cash and cash equivalents, goodwill,

and assets associated with the Company’s corporate headquarters, are not allocated to the geographic segments and are shown separately.

assets include all assets attributable to operations within the respective geographic regions, including cash, accounts receivable, contract

assets, and property, plant, and equipment.

Corporate assets, which primarily consist of cash and cash equivalents, goodwill, and assets

associated with the Company’s corporate headquarters, are not allocated to the geographic segments and are shown separately.

accounting policies of the reportable segments are the same as those described in Note 1, “Summary of Significant Accounting Policies.”

Intersegment revenues are eliminated in consolidation.

year results have been restated to conform to the current year presentation, reflecting the use of gross profit and income from operations

as the measures of segment performance evaluated by the CODM.

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

following tables present financial information by reportable segment for the year ended June 30, 2026:

OF FINANCIAL INFORMATION BY REPORTABLE SEGMENT

the Year Ended

revenue from reportable segments

For the Year Ended

Subscription and support

Total revenue from reportable

of intersegment revenues

1 unchanged sentence

consolidated revenues

from reportable segments

and consultants

and marketing

Revenues from reportable segments

Salaries and consultants

Selling and marketing

and administrative

(loss) from operations - reportable segments

$ ( 549,610 )

Reconciliation:

(loss) from operations - reportable segments

operating expenses

Income (loss) from operations

- reportable segments

Corporate operating expenses

( 6,076,631 )

(loss) on foreign currency exchange transactions

Interest expense

Interest income

Gain (loss) on foreign

currency exchange transactions

income (expense)

income (loss) before income taxes

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

receivable, net of allowance

in excess of billings, net of allowance

Segment assets:

Accounts receivable, net

Contract assets, net of

segment assets (b)

segment assets

Reconciliation

assets for reportable segments

Asset Reconciliation

Total assets for reportable

Corporate assets

not allocated to segments

the Year ended June 30, 2026

for property, plant and equipment

Expenditures for property,

plant and equipment

TECHNOLOGIES, INC.

2 unchanged sentences

following tables present financial information by reportable segment for the year ended June 30, 2025:

the Year Ended

revenue from reportable segments

For the Year Ended

Subscription and support

Total revenue from reportable

of intersegment revenues

1 unchanged sentence

consolidated revenues

from reportable segments

and consultants

and marketing

Revenues from reportable segments

Salaries and consultants

Selling and marketing

and administrative

(loss) from operations - reportable segments

Reconciliation:

(loss) from operations - reportable segments

operating expenses

$ ( 549,610 )

( 1,142,166 )

(loss) on foreign currency exchange transactions

Reconciliation:

Income (loss) from operations

- reportable segments

Corporate operating expenses

( 5,520,782 )

Interest expense

Interest income

Gain (loss) on foreign

currency exchange transactions

income (expense)

income (loss) before income taxes

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

receivable, net of allowance

in excess of billings, net of allowance

Segment assets:

Accounts receivable,

net of allowance

Contract assets, net

segment assets (b)

segment assets

Reconciliation

assets for reportable segments

Asset Reconciliation

Total assets for reportable

Corporate assets

not allocated to segments

the year ended June 30, 2025

for property, plant and equipment

Expenditures for property,

plant and equipment

(a) Other costs of

5 unchanged sentences

30, 2026 and 2025

in the table below is geographic information for each country that comprised greater than five percent of total revenues for the years

ended June 30, 2025 and 2024.

following table presents geographic information for revenues and long-lived assets for the years ended June 30 2026 and 2025.

SCHEDULE OF GEOGRAPHIC INFORMATION

June 30, 2025

June 30, 2024

& New Zealand

Pakistan & India

Australia & New Zealand

Other Countries

in the table below is the geographic information of total revenues by country for the years ended June 30, 2026 and 2025.

OF REVENUE STREAMS

& New Zealand

OF GEOGRAPHIC INFORMATION TOTAL REVENUES

North America:

Asia-Pacific:

& New Zealand

Other Countries

& New Zealand

Pakistan & India

North America:

Asia-Pacific:

2 unchanged sentences

30, 2026 and 2025

18– BUSINESS COMBINATIONS AND COMMON CONTROL TRANSACTIONS

July 2024, NTA, a wholly owned subsidiary of NetSol Technologies, Inc.

(“NTI”), entered into a share purchase agreement with

NTI and the remaining minority shareholders to acquire all issued and outstanding shares of OTOZ ® .

In March 2025, NTA

filed the merger documents with the respective state agencies with an effective date of April 1, 2025.

transaction occurred between entities under common control.

Accordingly, all assets and liabilities of OTOZ ® were transferred

to NTA at their carrying amounts, and no gain or loss was recognized as a result of the transaction.

This merger did not result in any

change to the consolidated accounting for the assets and liabilities transferred, as both entities were controlled by NTI before and

after the transaction.

The transaction was accounted for in accordance with ASC 805-50, Business Combinations – Related Parties

and had no material impact on the consolidated financial statements except for the change in legal entity structure.

Details of the purchase

price and accounting treatment for the noncontrolling interest are provided in Note 19 – Non-Controlling Interest in Subsidiaries.

19 – NON-CONTROLLING INTEREST IN SUBSIDIARIES

4 unchanged sentences

Non-Controlling

Interest at June 30, 2025

NetSol Innovation

Non-Controlling

Interest at June 30, 2024

TECHNOLOGIES, INC.

to Consolidated Financial Statements

30, 2025 and 2024

the year ended June 30, 2025, NetSol PK, a majority owned subsidiary of the Company, repurchased 2,690,251 shares of its outstanding

common stock from the open market for $ 1,503,662 .

The repurchase did not result in a change of control and was therefore accounted for

as an equity transaction in accordance with ASC 810-10.

Due to this purchase, the non-controlling interest in NetSol PK, NetSol Innovation

and NAMECET, decreased from 32.38 % at June 30, 2024 to 30.24 % at June 30, 2025.

The carrying amount of the non-controlling interest was

reduced by $ 1,532,797 , and the difference of $ 29,135 was recognized as an increase in additional paid-in capital in the Company’s

consolidated equity.

NetSol Innovation

the year ended June 30, 2026, employees of NetSol PK, a majority-owned subsidiary of the Company, exercised stock options to purchase

an aggregate of 1,543,987 shares of the subsidiary’s common stock for total proceeds of $ 425,661 .

Of this amount, $ 413,241 was

received during the year ended June 30, 2026, 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 31.48 % at June

The carrying amount of the non-controlling interest was increased by $ 647,514 , and the difference of $ 221,853 was recognized

as a decrease in additional paid-in capital in the Company’s consolidated equity.

During the year ended June 30, 2025, NetSol PK,

a majority-owned subsidiary of the Company, repurchased 2,690,251 shares of its outstanding common stock from the open market for $ 1,503,662 .

The repurchase did not result in a change of control and was therefore accounted for as an equity transaction in accordance with ASC

Due to this purchase, the non-controlling interest in NetSol PK, NetSol Innovation and NAMECET, decreased from 32.38 % at June

30, 2024 to 30.24 % at June 30, 2025.

The carrying amount of the non-controlling interest was reduced by $ 1,532,797 , and the difference

of $ 29,135 was recognized as an increase in additional paid-in capital in the Company’s consolidated equity.

the year ended June 30, 2026, the Company dissolved OTOZ ® Thai.

As a result, the effective non-controlling interest in

Otoz® Thai decreased to 0.00 %.

the year ended June 30, 2025, the Company acquired the remaining 177,558 minority shares from the OTOZ ® non-controlling

6 unchanged sentences

SCHEDULE OF CHANGE IN OWNERSHIP INTEREST

income (loss) attributable to NetSol

to (from) non-controlling interest

in paid-in capital for purchase of 177,558 shares of OTOZ Inc common stock

in paid-in capital for purchase of 2,690,251 shares of common stock of NetSol PK from Open Market

transfer to (from) non-controlling interest

Change from net income (loss) attributable to NetSol and transfer (to) from non-controlling interest

For the Years

income attributable to NetSol

Transfer to (from) non-controlling

Decrease in paid-in capital for purchase of

177,558 shares of OTOZ Inc common stock

Increase in paid-in capital for purchase of

2,690,251 shares of common stock of NetSol PK from Open Market

Decrease in paid-in capital

for option exercise of 1,543,987 shares of common stock of NetSol PK by employees

Net transfer (to) from

non-controlling interest

from net income attributable to NetSol and transfer (to) from non-controlling interest

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures