UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K


[x]X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JUNE 30, 2014


2015

or


[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


Commission File Number 0-22773

NETSOL TECHNOLOGIES, INC.


(Name of small business issuer as specified in its charter)

NEVADA 

95-4627685

 (State

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

(I.R.S. Employer
Identification Number)

24025 Park Sorrento, Suite 410,

Calabasas, CA 91302

(Address of principal executive offices) (Zip code)


(818) 222-9195

(Issuer'sIssuer’s telephone number including area code)


SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:


COMMON STOCK, $.001 PAR VALUE

THE NASDAQ CAPITAL MARKET


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.

Yes [  ] No [x ]

[X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [  ] No [x ]


[X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x][X] No [  ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x][X] No [  ]


Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§S-K(§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):


Large Accelerated Filer [ ]                                                            Accelerated Filer [ ]

Non-accelerated Filer []                                                                Smaller reporting company [x]
 (Do not check if a smaller reporting company)

Large Accelerated Filer [  ]Accelerated Filer [  ]
Non-accelerated Filer [  ]Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No [x]

[X]

The aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $47,940,533$36,801,426 based upon the closing price of the stock as reported on NASDAQ Capital Market ($5.834.17 per share) on December 31, 2013,2014, the last business day of the registrant’s second quarter. As of September 5, 2014,10, 2015, there were 9,179,61510,312,326 shares of common stock outstanding and no shares of its Preferred Stock issued and outstanding.


DOCUMENTS INCORPORATED BY REFERENCE


(None)


ANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES ACT OF 1934

 

 

TABLE OF CONTENTS AND CROSS REFERENCE SHEET

PART I

  PAGE
 
   
11
   
PART IIItem 1Business1
Item 1ARisk Factors11
Item 2Properties11
Item 3Legal Proceedings11
Item 4Mine Safety Disclosures11
   
Item 512
13
13
21
22
22
22
2522
  
PART III 
   
PART III
23
27
37
37
38
   
PART IV
   
39

45


NOTE ABOUT FORWARD LOOKING STATEMENTS


This Annual Report on Form 10-K contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to the development of the Company'sCompany’s products and services and future operation results, including statements regarding the Company that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. The words "believe," "expect," "anticipate," "intend,"“believe,” “expect,” “anticipate,” “intend,” variations of such words, and similar expressions, identify forward looking statements, but their absence does not mean that the statement is not forward looking. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could affect the Company'sCompany’s actual results include the progress and costs of the development of products and services and the timing of the market acceptance. Forward looking statements may appear throughout this report, including without limitation, the following sections: Item 1 “Business,” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risk and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.


As used herein, “NetSol,” “we”, “our,” and similar terms include NetSol Technologies, Inc. and its subsidiaries, unless the context indicates otherwise.


PART 1


I

ITEM 1 - 1. BUSINESS


GENERAL


NetSol Technologies, Inc. (NasdaqCM:(NasdaqCM NTWK) is a worldwide provider of IT and enterprise software solutions. We believe that our solutions constitute mission critical applications for its clients, as they encapsulate end-to-end business processes, facilitating faster processing and increased transactions.


The Company’s primary source of revenue is the licensing, customization, enhancement and maintenance of its suite of financial applications under the brand name NFS™ (NetSol Financial Suite) and NFS AscentTM for leading businesses in the global lease and finance industry.


NetSol’s clients include Dow-Jones 30 Industrials and Fortune 500 manufacturers and financial institutions, global vehicle manufacturers, and enterprise technology providers, all of which are serviced by NetSol delivery locations around the globe.


Founded in 1997, NetSol is headquartered in Calabasas, California. While the Company follows a global strategy for sales and delivery of its portfolio of solutions and services, it continues to maintain regional offices in the following locations:

 ·North AmericaSan Francisco Bay Area
 ·
EuropeLondon Metropolitan area
 ·
Asia PacificPacifi
Lahore, Karachi, Bangkok, Beijing and Sydney

The Company continues to maintain services, solutions and/or sales specific offices in the USA, England, Germany, Pakistan, Thailand, China, Australia and Japan.


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Australia.

OUR BUSINESS

Company Business Model


Success in a competitive and mature marketplace draws to a large extent from how a company manages its available resources to create a distinctive advantage for itself and unique value for its customers. NetSol has been able to leverage an effective business model based on a combination of cost arbitrage, subject matter expertise, domain experience, scalability and proximity with its global and regional customers.


Niche Market Focus


By specializing in dynamic leasing and financing solutions, we have gained footholds in several global locations and a market leading position in the captive auto-finance segment in Asia Pacific.


Subject Matter Expertise


NetSol’s dual expertise in enterprise technology implementation and financial application development has helped it emerge as a global contender in the lease and finance industry, and secure a broad footprint across Asia Pacific and a strengthening presence in North America and Europe. We have been able to develop and leverage this expertise in Asia Pacific through organic growth in the fast developing leasing automation industry, which is still nascent by Western standards.


Domain Experience


NetSol has a strong presence in the captive auto-finance domain, especially in Asia Pacific. In China, we have been able to secure leading auto finance companies as customers. With a collective experience of almost two decades in Asia Pacific and over three decades in North America and Europe (through its acquisitions), NetSol is one of a few global competitors in this niche industry.


Proximity with Global and Regional Customers


The Company has offices across the world, located strategically to maintain close contact and proximity with its customers in various key markets. It has helped in strengthening customer relationships and building a deeper understanding of local market dynamics. Simultaneously, the Company is able to extend services and even development support through a combination of local/onsite and central/off-site resources, using its time tested BestShoring® approach. This approach allows the Company to offer blended rates to its customers by employing a unique and cost effective global development model. For its customers, it ensures that “BestShoring® delivers BestSolution™”.


While our business model is built around the development, implementation and maintenance of our suite of financial applications, under NFS™, NetSol has employed the same facilities and competencies to extend its offerings into related segments, including:

 ·IT consulting & services
 ·
business intelligence
 ·
information security
 ·
independent system review
 ·
outsourcing services and software process improvement consulting
 ·
maintenance and support of existing systems
 ·
project management.management

Our global operation is broken down into three regions: North America, Europe and Asia Pacific. All of the subsidiaries are seamlessly integrated to function effectively with global delivery capabilities, cross selling to multinational captives’ finance companies, centralized marketing organization and a network of employees connected across the globe to support local and global customers and partners.

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2

Our Solutions

OUR SOLUTIONS

NetSol Financial Suite™


NetSol’s offerings include its flagship global solution, NFS™. A robust suite of fivefour software applications itthat is an end-to-end solution for the lease and finance industry covering the complete leasing and finance cycle starting from quotation origination through end of contract transactions. The fivefour software applications under NFS™ have been designed and developed for a highly flexible setting and are capable of dealing with multinational, multi-company, multi-asset, multi-lingual, multi-distributor and multi-manufacturer environments. Each application is a complete system in itself and can be used independently to address specific sub-domains of the leasing/financing cycle. When used together, they fully automate the entire leasing/financing cycle for companies of any size, company including those with multi-billion dollar portfolios.


On October 24, 2013, we announced the introduction and global release of NFS Ascent™, the Company’s next generation platform, offering a technologically advanced solution for the auto and equipment finance and leasing industry. NFS Ascent’s™ architecture and user interfaces were designed based on the Company’s collective experience with global Fortune 500 companies over the past 3040 years. The platform’s framework allows auto captive and asset finance companies to rapidly transform legacy driven technology into a state-of-the-art IT and business process environment. At the core of the NFS Ascent™ platform is a lease accounting and contract processing engine, which allows for an array of interest calculation methods, as well as robust accounting of multi-billion dollar lease portfolios underin compliance with various generally accepted accounting principles (GAAP), as well as international financial reporting standards (IFRS).regulatory standards. NFS Ascent™, with its distributed and clustered deployment across parallel application and high volume data servers, enables finance companies to process voluminous data in a hyper speed environment.

NFS Ascent™ has been developed using the latest tools and technologies and its n-tier SOA architecture allows the system to dramaticallygreatly improve a myriad of areas including, but not limited to, scalability, performance, fault tolerance and security. We believe that the transition from NFS™ to NFS Ascent™ allows:


·Improvement in overall productivity throughout the delivery organization:
 oThe new architecture and design of the system allows the delivery team to deliver more with less, thus potentially increasing the delivery of more projects in any given financial year.
 oThe functionalities, like Business Process Manager, Workflow Engine and Business Rule Engine, will provide flexibility to our clients allowing them to configure certain parts of the application themselves rather than requesting customization.
 o
The NFS Ascent™ platform and the SOA architecture allow us to develop portals and mobile applications rather quickly by utilizing our existing services. Integration with other systems should also be very easy and quickstreamline as we can expose our services to the external world for consumption.adoption expands.
 o
The n-tier architecture allows us to better distribute the tasks among various team members and because of themembers. The loose coupling between various modules and layers reduces the risk of regression in other parts of the system as a result of changes made in one part of the system is reduced tremendously.system.

·Improvement in talent acquisition and retention:

 oBecause NFS Ascent™ has been developed using the latest technologies and tools available in the market, it is helping us in attracting and retaining top engineers.

·Better customer satisfaction:

 oAs a result of the powerful NFS Ascent™ platform and improvement in the talent acquisition and retention, the quality of our deliverables should increase.
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NFS™ and NFS Ascent™ have the following as their constituent applications:

applications:

Loan Origination System (LOS)

·Point of Sale (POS).  

POS is a front office processing system for companies in the financial sector. It provides a quotation system which also incorporates a simulation for all kinds of financial products using a powerful built-in loan calculator.


·Credit Application Processing System (CAP).

CAP provides companies in the financial sector with an environment to handle the incoming credit applications from dealers, agents, brokers and the direct sales force. CAP automatically gathers information from different interfaces like credit rating agencies, evaluation guides, and contract management systems and scoresgives the applications a score against user defined scorecards.point scoring system. This automated workflow permits the credit team members to make their decisions more quickly and accurately. CAP is a database independent online system developed in Microsoft's Microsoft’s.Net framework. It can be run from any PCcomputer system with normal specifications, which is a key benefit for clients.


·Contract Management System (CMS).  

CMS provides comprehensive business functionality that enables its users to effectively and smoothly manage and maintain a contract with the most comprehensive details throughout its life cycle. It provides interfaces with companyexternal systems such as banks and accounting systems. CMS effectively maintains details of all business partners that do business with the company including, but not limited to, customers, dealers, debtors, guarantors, insurance companies and banks.

·Wholesale Finance System (WFS).  

WFS automates and manages the floor plan/bailment activities of dealerships through a finance company. The design of the system is based on the concept of one asset/one loan to facilitate asset tracking and costing. The system covers credit limit, payment of loan, billing and settlement, stock auditing, online dealer and auditor access, and ultimately the pay-off functions.

·           Dealer Auditor Access System (DAS). DAS is a web-based solution that can be used in conjunction with WFS or any third party wholesale finance system. It addresses the needs of dealer, distributor and auditor access in a wholesale financing arrangement.

·Fleet Management System (FMS).  

FMS is designed to efficiently handle all fleet management needs. FMS is easily integrated with CMS and WFS as well as with any third party contract management system to ensure a single comprehensive system. FMS key features include: a detailed tracking of information on every driver and vehicle; customizable reports; periodic reporting on fleet related aspects; internet based access to information; integration with third party software; and, linkage to GPS for real time tracking.

Dealer Auditor Access System (DAAS)

mPOS
We are currently developing

DAAS is a new, platform agnostic, mobile technology applicationweb-based solution that can be used in conjunction with WFS or any third party wholesale finance system. It addresses the needs of dealer, distributor and auditor access in a wholesale financing arrangement.

NFS Mobility

NetSol launched NFS mobility in 2014. It enables a sales force for use by our NFS™ customers.  The first mobility solution is focused on an IOS platform with plans to provide Androidthe finance and MicroSoft platforms to our existing and new customers.  The first project has been initiated for Mercedes Benz Finance China focusing on iPads.   The initial application permits our customers to use theleasing company across different channels like point of sale, functionality focusing currentlyfield investigation and auditing as well as allowing end customers to access their contract details through a self-service mobile application.

Mobile Account

mAccount is a self-service mobile solution. It empowers the dealer with a powerful backend system and allows the customer to setup a secured account and view information 24/7 to keep track of contract status, reducing inbound calls for customer queries and improving turnaround time for repayments.

Mobile Point of Sale

mPOS application is a web and mobile enabled platform featuring a customizable home screen dashboard along with multiple quotation, application submission, work queues and detailed reporting to empower dealer networks in making the right decisions at the right time, in turn optimizing productivity.

Mobile Dealer

mDealer provides a mobile platform that delivers more visibility and control over inventories – with minimal effort. Dealers can view their use of floorplan facility, stock status and financial conditions, while entering settlement requests or relocating assets.

Mobile Auditor

mAuditor schedules visits, records audit exceptions and tracks assets for higher levels of transparency, in real time.

Mobile Field Investigator

mFI (Mobile Field Investigator) includes powerful features that permits applicant detail verification on the origination portion ofgo. The application features a reporting dashboard that displays progress stats, action items and latest notifications, enabling the lending lifecycle by enabling sales users at the dealerships. Our future strategy could include enabling dealership sales users in later releasesclient to cover additional functionality.

achieve daily goals while tracking performance.

Regional NFS™ Offerings

While NFS Ascent™ is designed to be a truly global solution ready for customization in any market, the Company has historically provided products tailored to the various markets. It offersAs such, we offer the following additional regional products in various markets:

products:

LeasePak

In North America, NTA has and continues to develop the LeasePak Productivity modules as an additional companion set of products to operate in conjunction with the LeasePak base system licensed software. LeasePak streamlines the lease management lifecycle, while maintaining customer service and reducing operating costs. It is web-enabled and can be configured to run on HP-UX, SUN/Solaris or Linux, as well as for Oracle and Sybase users. It is easily scalable from a basic offering to a collection of highly specialized add on modules for systems, portfolios and accrual methods for virtually all sizes and varying complexity of operations. It is part of the vehicle leasing infrastructure at leading Fortune 500 banks and manufacturers, as well as for some of the industry’s leading independent lessors. It handles every aspect of the lease or loan lifecycle, including credit application origination, credit adjudication, pricing, documentation, booking, payments, customer service, collections, midterm adjustments, and end-of-term options and asset disposition. Recently, it has beenIt is also integrated with Vertex Series O.


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LeasePak-SaaS

NTA’s solutions range includes the LeasePak Software-as-a-Service (“SaaS”) business line, which provides an enhanced performance, while reducing the overall cost of ownership. SaaS offers a new deployment option whereby customers only require access to the internet and web browser to use the software. Customers pay for the use of the system through a monthly subscription fee. The monthly fee covers, use of the software, maintenance, support, hosting and other various items that reduce the overall cost and processing time of finance companies.  The LeasePak-SaaS targets small and mid-sized leasing and finance companies. The product dramatically reduces the customer’s IT spend by minimizing the cost of acquiring and maintaining expensive IT infrastructure and related administrative staff.

NTA’s solutions range now includes the SaaS business line, which provides an enhanced performance, while reducing the overall cost of ownership. With an elastic cloud price, revenue stream predictability and improved return on investment for customers, management believes that its SaaS customers will experience the performance, the reliability and the speed usually associated with a highly scalable private cloud. LeasePak-SaaS targets small and mid-sized leasing and finance companies.

LeaseSoft

LeaseSoft

In addition to offering all NetSol products, NetSol TechnologiesNFS Ascent™ to the Europe Ltd. (“NTE”)market, NTE has some regional offerings, including:

 ·
LeaseSoft Portal- introduced– a full lifecycle lease and finance system aimed predominantly at the UK funder market, including modules to support online accessweb portals and an electronic data interchange manager to proposalsfacilitate integration between funders and introducers.
LoanSoft – similar to LeaseSoft, but optimized for the foundation of web-based origination systems;consumer loan market.

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 ·
LeaseSoft Document Manager- introduced to facilitate the automation, production and distribution of proposal documentation, including indexation and branding of all outbound and inbound documents;
·
LeaseSoft Auto-Decision Engine- developed to provide automation of credit checking and underwriting for standards based financial products;
·
LeaseSoft EDI Manager- introduced to facilitate process automation between business introducers and funders; and
·
Evolve- launched to provide an entry level software package for own-book brokerages and small to medium size funders.

NFS™ Implementation Process


The implementation process may encompass additional services to the customer.  NetSol signs separate agreements for services, if required by the customers, which is independent of the license agreement.

The implementation process can span from three to six months depending upon the complexity and scope. For NFS™ Ascent, it is expected to be longer as the new technology is deployed and fine-tuned.customized for each client. The implementation process also includes related software services such as configuration, data migration, training and any other additional third party interfaces. Even after implementation, customers seek enhancements and additions to improve their business processes. NetSol charges these efforts in a man-day rate. Post implementation, NetSol consultants may remain at the client site for a while to assist the customer in smooth operations. After this phase, the regular maintenance and support services phase for the implemented software begins. In addition to the daily rate paid by the customer for each consultant, the customer also pays for all the transportation related expenses, boarding of the consultants, and a living allowance. NetSol’s involvement in all of the above steps is priced to bring value to our customers and increase our profitability from our interactions.


Pricing and Revenue Streams


The Company’s NFS™ revenue streams occur through the following three main areas:

 ·Product licensing
 ·
Implementation related services
 ·
Maintenance and support related services
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License fees can vary generally between $100,000 for SaaS minimal modules to overmore than $2,000,000 for more robust multiple module implementations. There are various attributes which determine the level of complexity, a few of which are: number of contracts; size of the portfolio; business strategy of the customer; internal business processes followed by the customer; number of business users; and branch network of the customer. The Company recognizes revenue from license contracts without major customization when a non-cancelable, non-contingent license agreement has been signed, delivery of the software has occurred, the fee is fixed or determinable, and collectability is probable. However, revenue from sale of licenses with major customization, modification, and development is recognized on a percentpercentage of completion basis. Implementation related services, including configuration, data migration and third party interfaces are recognized in accordance with the percentage of completion method. Maintenance and support related services are then provided on a continued basis. The annual maintenance fee, which typically is an agreed upon percentage of overall monetary value of the license, then becomes an ongoing revenue stream realized on yearly basis. Revenue from software services includes fixed price contracts and is recognized in accordance with the percentage of completion method using the output measure of “Unit of Work Completed.”


Growth Prospects for NFS™

Growth prospects for NFS™ are linked to the maturing of the product portfolio and its growing customer base across different geographic and product markets. NetSol is eyeing key international markets for growth in sales. Its sales strategy now carefully balances expansion into new geographic markets, including North and South America, and further penetration of our already leading position in Asia Pacific.

Growth in North America is expected to come from the huge potential market for replacement of legacy systems. NFS Ascent™ is aimed at providing a highly flexible solution based on latest technology and advanced architecture for the North American customers looking to replace their legacy systems.

Growth in NetSol’s traditionally strong base in Asia Pacific is expected through diversification across market segments, to include new customers in related banking and commercial lending areas. At the same time, the existing customer base is tapped for increased service and maintenance revenues by offering enhanced features and new solutions to emerging customer needs.

In China, NetSol is a leader in the leasing and finance enterprise solution domain.  With this position, NetSol continues to enjoy demand for the current NFS™ solution, as well as NFS Ascent™. NetSol will continue strengthening its position within existing multinational auto manufacturers, as well as, local Chinese captive finance and leasing companies.

In Thailand, NetSol established an alternate development, delivery and sales center transferring key personal and knowledge to the region. Our operation in Bangkok serves a very robust and growing market for leasing companies and regional banks. Within two years, NetSol Thai has become our second biggest market in APAC with new fortune 500 clients added.

Virtual Lease Services

Virtual Lease Services (VLS) was acquired by NTE together with its joint venture partner, Investec Bank.  The acquisition was designed to bolster growth in services sectors complementing our core solutions offerings.  VLS offers a complete business process outsourcing service to the Asset Financing and Leasing industry and through its shareholders is uniquely positioned to offer systems, processes and funding to its clients.  VLS continues to win new programs with leading equipment vendors and suppliers and has become the de facto leader of outsourcing services to the growing UK chip and pin vendor market.  A cornerstone of VLS’s range of services, Portfolio Management, is providing further identified opportunities for start-up businesses, those in run-down mode as well as portfolio acquirers.

Alliances and

Joint Ventures


NetSol-Innovation


In November 2004, the Company entered into a joint venture agreement with the Innovation Group calledforming NetSol-Innovation (Pvt) Ltd., (“NetSol-Innovation”), a Pakistani company. NetSol-Innovation provides support services enabling the Innovation Group to scale solution delivery operations in key growth markets. NetSol-Innovation operations are centered in NetSol’s delivery center in Lahore, Pakistan. NetSol owns a majority of the venture. The entities share in the profits of the joint venture on the basis of their shareholding. The outsourcing model between the Innovation Group and NetSol involves services pertaining to business analyses, configuration, testing, software quality assurance, technical communication as well as project management for development of software for the Innovation Group.  Today, NetSol has developed extensive expertise across the insurance domain making it a center of excellence.


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Initiated with a 10 person outsourcing team in Lahore in February 2005, this arrangement has extended to 165over 200 persons with the additional resources catering to the increased influx of outsourcing of configuration and testing assignments from the Innovation Group. Prominent Innovation Group’s customers being serviced from Lahore include GuideOne USA, Homesite USA, UPC USA, MDU UK and Real Australia.


Other

Virtual Lease Services

Virtual Lease Services (VLS) is a joint venture partnership with NTE and Investec Bank in London, UK. VLS provides an asset finance services proposition complementing our core solutions offerings. VLS provides three core services, covering business process outsourcing (BPO), provision of standby servicing to the securitization markets, and audit services. The cornerstone of VLS’s range of services is the BPO offering which provides portfolio management to a range of businesses, including start-ups, growth businesses, and those in run down mode. The BPO service also supports portfolio acquirers. VLS carries a Fitch ABS Primary Servicer Rating of “ABPS3”, upgraded from “ABPS3-” in October 2014.

Alliances


Daimler Financial Services (“DFS”) Asia Pacific has established an “Application Support Centre (ASC)” in Singapore to facilitate the regional companies in NFS™ related matters. This ASC is powered by highly qualified technical and business personnel. ASC NFS in conjunction with our Asia Pacific Region are supporting DFS companies in seven different countries in Asia and this list can increase as other DFS companies from other countries also opt for NFS™. In July 2008, the Company entered into a Frame Agreement with Daimler Financial Services AG (“DFS”) for the Asia Pacific and Africa regions. This agreement was renewed in October 2010 for an additional 3 year term and renewed again in 2013. The agreement serves as a base line for use of the NFS™ products by DFS companies and affiliated companies.


NTE's strategic relationship with Neptune Software plc has provided the Company with the opportunity to further develop its business in Africa. Neptune has a number of banking clients in Africa whose interest in leasing and asset finance is demonstrably increasing, this being driven by a number of fiscal factors and the desire in the region to mechanise agricultural production in particular.

NetSol is a member of the world’s largest equipment leasing association, the Equipment Leasing and Finance Association of North America, or ELFA.  Boasting more than 575 members, the ELFA is a strong presence in the $827 billion North American market.

The Company remains willing to explore mergers and acquisition opportunities with a focus on those that provide immediate, strong, bottom line benefits.  Management believes that an ideal target will fulfill one or more of these criteria:
·Geographic synergy/extending or providing a foot print in a market
·Unique and/or complimentary product lines
·Additional and cost effective development hubs
·Complimentary or new customers in a previously untapped market
While there is no guaranty that an acquisition which appears to be sound will ultimately benefit the Company, management continues to analyze the price, value and market of any potential target.

Technical Affiliations


The Company is a Microsoft Certified GOLDSilver Partner and an Oracle Certified Partner.


Marketing and Selling


NetSol management continues its optimism that the Company will experience ever increasing opportunities for its product and services offerings in 20152016 and beyond. The objective of the Company'sCompany’s marketing program is to create and sustain preference and loyalty for NetSol as a leading provider of enterprise solutions, e-services consulting, software solutions and business process outsourcing.NetSol. Marketing is performed at the corporate and business unit levels. The corporate marketing department has overall responsibility for communications, advertising, public relations and the website. In addition, Corporate Marketingcorporate marketing oversees engineers as well as central marketing and communications programs for use by each of the business units.


Our dedicated marketing personnel, within the regions, undertake a variety of marketing activities, including sponsoring focused client events to demonstrate our skills and products, sponsoring and participating in targeted conferences and holding private briefings with individual companies. We believe that the industry focus of our sales professionals and our business unit marketing personnel enhances their knowledge and expertise in these industries and will generate additional client engagements.


The Markets


NetSol provides its services primarily to clients in global commercial industries. In the global commercial area, the Company'sCompany’s service offerings are marketed to clients in a wide array of industries including, automotive, chemical, textiles, Internet marketing, software, medical, banks, higher education and telecommunication associations and financial services.


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Geographically, NetSol has operations on the West Coast of the United States, Central Asia, Europe, and the Asia Pacific regions.

The Asian continent, including Australia and New Zealand, from the perspective of marketing, are targeted by the Asia Pacific Region from its Bangkok, Beijing and Lahore facilities. The marketing for our core offerings in the Americas and Europe is carried out from our San Francisco Bay Area and London Metropolitan area offices.


offices respectively.

People and Culture


The Company believes it has developed a strong corporate culture that is critical to its success. Its key values are delivering world-class quality software, client-focused timely delivery, leadership, long-term relationships, creativity, openness and transparency and professional growth. The services provided by NetSol require proficiency in many fields, such as software engineering, project management, business analysis, technical writing, sales and marketing, and communication and presentation skills.


With the cost of programmers and developers on the rise, we have ramped up new talent hiring and retention.

Due to the growing demand for our core offerings and IT services, retention of technical and management personnel is essential. We have enhanced the compensation structure for our technical teams and senior management to stay ahead of global and regional competition. As a result, we have improved IT employee turnover from almost 20% in 2012 to less than 8%10% today. This is a significant milestone towards building capacity and driving revenue growth. In addition, we are committed to improving key performance indicators such as efficiency, productivity and revenue per employee.

To encourage all employees to build on our core values, we reward teamwork and promote individuals that demonstrate these values. We believe that our growth and success are attributable in large part to the high caliber of our employees and our commitment to maintain the values on which our success has been based. NetSol is an equal opportunity employer with over 25% female employees with the biggest concentration in Lahore and our U.S. headquarters.


NetSol believes it should give back to the community and employees as much as possible. Certain of our subsidiaries are located in regions where basic services are not readily available. Where possible, NetSol acts to not only improve the quality of life of its employees but also the standard of living in these regions. Examples of such programs are:

·Humanitarian Relief-- Relief—We are all aware of the devastation that can be wrought by natural disasters. NetSol has historically supported earthquake and flood relief where the need is the greatest.
·
Literacy Program-- Program—launched to educate low paid illiterate employees of the organization. The main objective of this program is to enable these resources to acquire basic reading, writing and arithmetic skills.
·
Noble Cause Fund--AFund—A noble cause fund has been established to meet medical and education expenses of the children of low paid employees. NetSol employees voluntarily contribute a fixed amount every month to the fund and the Company matches the employee subscriptions with an equivalent contribution amount. A portion of this fund is also utilized to support social needs of certain institutions and individuals, outside NetSol.
·
Day Care Facility--NetSol’sFacility—NetSol’s human resources are its key assets and thus the Company takes numerous steps to ensure the provision of basic comforts to its employees. In Pakistan, the provision of outside pre-school child care is a rarity. With this in mind, a child day care facility has been created in close proximity to NetSol offices providing employees with peace of mind knowing their children are nearby and being taken care of by qualified staff in a child friendly facility.
·
Preventative Health Care Program--InProgram—In addition to the comprehensive out-patient and in-patient medical benefits, preventive health care has also been introduced. This phased program focuses on vaccination of our employees against such diseases as Hepatitis – A/B, Tetanus, Typhoid and Flu on a routine basis.

There is significant competition for employees with the skills required to perform the services we offer. The Company runs an elaborate training program for different cadre of employees to cover technical skills and business domain knowledge, as well as communication, management and leadership skills. The Company believes that it has been successful in its efforts to attract and retain the highest level of talent available, in part because of the emphasis on core values, training and professional growth. We intend to continue to recruit, hire and promote employees who share our vision.


8

As of June 30, 2014,2015, we had 1,379 full-time employees and 10 part-timeapproximately 1,590 employees; comprised of 1,0421,195 IT project and technical personnel; and 347395 non-IT personnel. The non-ITIT project and technical personnel include 36870 employees in management, 63dedicated to NFS and NFS Ascent™, 195 employees in salesdedicated to the joint venture with The Innovation Group and marketing, 36130 employees in accounting, 40 in customer support,supporting the regional offerings as well as IT consulting and 172 in general and administration.services, None of our employees are subject to a collective bargaining agreement.


Competition


Neither a single company, nor a small number of companies, dominate the IT market in the space in which the Company competes. A substantial number of companies offer services that overlap and are competitive with those offered by NetSol. Some of these are large industrial firms, includinginclude computer manufacturers and computer consulting firms that have greater financial resources than NetSol and, in some cases, may have greater capacity to perform services similar to those provided by NetSol.


In the NFS™ business space, the barriers to entry are getting higher. The products are becoming more cutting-edge while richness in functionality is paramount. Older companies have prolonged the life of their legacy products by creating web-based front ends, while the core of the systems has not been re-engineered. In the case of NFS™, we compete chiefly against leading suppliers of IT solutions to the financial industry, including names such as White Clarke, Fimasys, International Decision Systems (IDS), Data Scan, CHP Consulting, 3i Infotech, Finnone and Nucleus Software.


In the IT based business services areas, we compete with both smaller local firms and many global IT services providers, including names such as Wipro, InfoSys, Satyam Infoway, HCL and TCS (Tata Consulting).


Many of the competitors of NetSol have longer operating history, larger client bases, and longer relationships with clients, greater brand or name recognition and significantly greater financial, technical, and public relations resources than NetSol. Existing or future competitors may develop or offer services that are comparable or superior to ours at a lower price, which could have a material adverse effect on our business, financial condition and results of operations.

8

Customers

NetSol customers include world renowned auto manufacturers through their finance arms and large regional banks. In addition, NetSol provides offshore development and testing services to Innovation Group Plc UK and their blue chip global insurance giants like Allstate, Cendent, etc.customers through the NetSol-Innovation joint venture, which contributes to about 13.7%12% of NetSol’s revenues. NetSol is also a strategic business partner for Daimler (which consists of a group of many companies in different countries), which accounts for 17.42%13% of our revenue. Toyota Motors (which consists of a group of many companies in different countries) accounts for 7.24% of our revenues. Nissan Auto Finance (which consists of a group of many companies in different countries) accounts for 6.3% of our revenues.


Global Operations and Geographic Data


The Company divides its operations into three regionsregions: the Americas, Europe and Asia Pacific. The regions consist of individual subsidiaries which operate as autonomous companies and are strategically managed on a regional basis.


The Americas


At NetSol Technologies Americas, Inc. (“NTA”), the operations are led by Farooq Ghauri. Mr. Farooq Ghauri is a technology industry expert with a 10 year proven track record in driving the rapid expansion of an industry leading global software organization. He has been working in NTA since 2008 as an active member of the management team. He has worked in NetSol’s Pakistan, China, Australia, Thailand and US offices providing him with the complete understanding of NetSol’s global operations in an industry that is rapidly expanding and changing.


Europe


NTE is headed by Jeffrey Andrews,Paul Stevens as Operations Director, Tony Langford as head of sales in the U.K.CIO Europe and Tim O'SullivanO’Sullivan as headHead of sales, Europe.


Sales & Strategy. Joining the Company within the past year, Paul and Tim both have a wealth of industry expertise and domain knowledge.

VLS is led by Louise Ikonomides. As Managing Director and founding shareholder of VLS, Ms. Ikonomides has been with VLS since its inception in 1999 and with NetSol since the VLS acquisition.


9

1999.

Asia Pacific Region


NetSol Technologies, Ltd., a majority owned subsidiary of parent company is located in Lahore, Pakistan and is headed by Salim Ghauri as its CEO. Mr. Ghauri is a co-founder of NetSol Technologies and has been with the Company since 1996.

NetSol Beijing is headed by Naeem Aftab. He has been with NetSol for over 1011 years where he has gained valuable experience in both technology and management.

Amanda Li heads up sales and client relations. Ms. Li has been with NetSol Beijing since 2009 and has an MSC from Bedfordshire University, UK.

NetSol Thai is headed by Asad Ghauri as President of Asia Pacific Region which is run from our Bangkok office. Mr. Asad Ghauri has been with NetSol for almost 1011 years and was elected for the first time to NetSol’s board of directors in June 2014.


2014 and continues to serve on NetSol’s board of directors.

The Global Sales Division is headed by Naeem Ghauri as President of Sales from the NetSol Thai offices located in Bangkok. Mr. Naeem Ghauri has been with NetSol since 1999 and has over 2526 combined years of experience in business and IT. He is also a member of the board of directors of the parent Company.


The Asia Pacific region including Australia/New Zealand and the Middle East, is targeted from the Asia Pacific region offices located in Beijing China; Bangkok, Thailand; Lahore and Lahore,Karachi, Pakistan. While Lahore continues to be a mainstay of the Company’s delivery and research and development, Bangkok’s expanded deliverysales operation and research and developmentclient relations facility has grown into a vibrant delivery center as well as a back-up to the Lahore facility. With the continued growth of the Chinese market, our Beijing office continues to expand as both a sales and support facility. Finally, the Asia Pacific region maintains and will establish offices through the region as is necessary to support its customers and to explore potential markets.


Our Asia Pacific Region accounted for approximately 69.06%75% of our revenues in 20142015 and our North America and European regions together accounted for approximately 30.94%25% of our revenues in 2014.2015. Information regarding financial data by geographic areas is set forth in Item 7 and Item 8 of this Annual Report on form 10-K. See note 17 of Notes to Consolidated Financial Statements under Item 8.


Web Presence

The Company is committed to regaining and extending the advantages of its direct model approach by moving even greater volumes of product sales, service and support to the Internet. The Internet provides greater convenience and efficiency to customers and, in turn, to the Company. The company maintains its corporate website at www.netsoltech.com. NetSol’s software development and SQA team as well as its clients use its web based customer relationship management solution (HelpDesk) for timely and direct communication, as part of providing ongoing support and maintenance services. More details can be found on http://www.netsolhelp.com.


Through the Company’s web sites, its customers, both existing and potential, and investors can access a wide range of information about its product offerings, and support and technical matters.

Intellectual Property

The Company relies upon a combination of nondisclosure and other contractual arrangements, as well as common law trade secret, copyright and trademark laws to protect its proprietary rights. The Company enters into confidentiality agreements with its employees, generally requires its consultants and clients to enter into these agreements, and limits access to and distribution of its proprietary information. The NetSol logo and name, as well as the NFS logo and product name have been copyrighted and trademark registered in Pakistan. The NetSol logo and BestShoring® name has been registered with the U.S. Patent and Trademark Office. An application has been filed to trademark the NFS Ascent™ with the U.S. Patent and Trademark Office and is currently being processed. The Company intends to trademark and copyright its intellectual property as necessary and in the appropriate jurisdictions.

Governmental Approval and Regulation


Current Company operations do not require specific governmental approvals. Like all companies, including those with multinational subsidiaries, we are subject to the laws of the countries in which the Company maintains subsidiaries and conducts operations. Pakistani law allows a tax exemption on income from exports of IT services and products up to 2016. While foreign based companies may invest in Pakistan, repatriation of their investment, in the form of dividends or other methods, requires approval of the State Bank of Pakistan.


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Available Information


Our website is located atwww.netsoltech.com, and our investor relations website is located athttp://www.netsoltech.com/IR/ir.netsoltech.com. The following filings are available through our investor relations website after we file with the SEC: Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and our Proxy Statements for our annual meetings of stockholders. These filings are also available for download free of charge on our investor relations website. We also provide a link to the section of the SEC’s website atwww.sec.gov that has all of our public filings, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports, our Proxy Statements and other ownership related filings. Further, a copy of this Annual Report on Form 10-K is located at the SEC’s Public Reference Room at 100 F Street, NE, Washington D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330.


We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website. Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings releases, and blogs as part of our investor relations website. Investors and others can receive notifications of new information posted on our investor relations website by signing up for e-mail alerts. Further corporate governance information, including our committee charters and code of conduct, is also available on our investor relations website athttp://www.netsoltech.com/us/investors/corporate-governance/lang/en.ir.netsoltech.com/governance-docs. The content of our websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.


ITEM

 1A ITEM 1A. RISK FACTORS


Not applicable

applicable.

ITEM 2 - 2. PROPERTIES


Leased Properties

Our corporate headquarters are located in an approximatelyCalabasas, California where we lease 7,210 square foot building that we lease at 24025 Park Sorrento, Suite 410, Calabasas, CA 91302.


Other leased properties asfeet of the date of this report are as follows:

LocationSquare FootagePurpose/Use
Alameda, CA4,298Computer & General Office
Beijing, China13,655General Office
Bangkok, Thailand3,864Computer and General Office
Horsham, UK (NetSol Europe)9,916Computer and General Office
London, UK (VLS)3,010Computer & General Office
NetSol Connect (Karachi Office)4,500General Office
NetSol PK (Pindi Office)2,250General Office
Sydney, Australia1,130General Office

Upon expiration of its leases, the Company does not anticipate any difficulty in obtaining renewals or alternativeoffice space.

Owned Properties

The We own our Lahore Technology Campus which consists of 50,000approximately 140,000 square feet of computer and general office space. This facility is state ofincludes the art and fully dedicated for IT and software development.  Title to this facility is held by NetSol PK In addition, NetSol PK owns three town houses which are adjacent to the mainnewly constructed building and provide an additional 6,400 square feet.  Due to the ever growing requirements of resources, the company started construction of its new building which is adjacent to the current one. This new building will havehaving a covered area of approximately 90,000 square feet with the capacity to house approximately 1,000 additional resources. ConstructionIn addition, we lease office space for our sales and support offices in North America, Europe, and Asia Pacific. We believe our existing facilities, both owned and leased, are in good condition and suitable for the conduct of the building is currently in process with two floors operational and the remaining building is expected to be completed during the coming fiscal years.

11

our business.

ITEM 3 - 3. LEGAL PROCEEDINGS

OnAs previously disclosed, on July 25, 2014, a Federal Securitiespurported class action lawsuit entitled lawsuits were filed in the U.S. District Court for the Central District of California against the Company and three of its current or former officers and/or directors, which have been consolidated under the captionRand-Heart of New York, Inc. v. NetSol Technologies, Inc., Najeeb Ghauri, Naeem Ghauri,et al., Case No. 2:14-cv-05787 PA (SHx). Plaintiffs subsequently filed a consolidated complaint, which asserted claims under Sections 10(b) and Salim Ghauri was filed in Central District20(a) of California.  The action generally alleges the Company violated certain federal securities laws bySecurities Exchange Act of 1934 premised on allegedly issuing false and misleading statements regarding the Company’s product and business prospect of that product.  Specifically, the complaint alleges the next generation product, did not exist as ofNFS Ascent, and whether it was truly available on a global basis when stated. After several successful motions by the Company, the Court granted the plaintiff a final opportunity to amend the complaint on a narrowed basis. The amended complaint was filed which contained a much narrowed class period from October 2013 to November 8, 20112013, eliminated all but one of the individual defendants from the suit, and there was no reasonable basis for stating that there was a growing interest or serious interest inlimited the product;scope of the product had been gaining momentum or that it had been well received.alleged claims. The plaintiffCompany has allegedfiled an answer to this final amended complaint.

The Company continues to believe the class periodamended allegations are meritless and intends to be between November 12, 2009 and November 8, 2013. The complaint initially alleges damages of $1,000,000.vigorously defend all claims asserted. The Company has engaged counsel and believeshas liability insurance. Given the lawsuit to be meritless and intends to vigorously defend the action including but not limited to motions to dismiss. Asearly stage of the datelitigation, however, at this time the Company is unable to form a professional judgment that an unfavorable outcome is either probable or remote, and it is not possible to assess whether or not the outcome of this report,these proceedings will or will not have a class had not yet been established.

material adverse effect on the Company.

ITEM 4 – 4. MINE SAFETY DISCLOSURES


Not applicable.

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12

PART II


ITEM 5 - 5. MARKET FOR REGISTRANT'SREGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITY


(a) MARKET FOR REGISTRANT'SREGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


MARKET INFORMATION - Common stock of NetSol Technologies, Inc. is listed and traded on NASDAQ Capital Market under the ticker symbol "NTWK"“NTWK”.


The table shows the high and low intra-day prices of the Company'sCompany’s common stock as reported on the composite tape of the NASDAQ for each quarter during the last two fiscal years.  Stock prices have been adjusted to reflect the Company’s 1 for 10 reverse stock split on August 13, 2012.


Fiscal Year 2014 High  Low 
First Quarter $12.10  $9.70 
Second Quarter $10.45  $4.25 
Third Quarter $7.09  $4.40 
Fourth Quarter $4.82  $3.60 
Fiscal Year 2013 High  Low 
First Quarter $6.95  $4.00 
Second Quarter $6.75  $5.45 
Third Quarter $13.74  $5.88 
Fourth Quarter $14.01  $9.14 

Fiscal Year 2015 High  Low 
First Quarter $4.19  $2.68 
Second Quarter $4.5  $2.81 
Third Quarter $6.4  $3.91 
Fourth Quarter $6.5  $5.05 

Fiscal Year 2014 High  Low 
First Quarter $12.1  $9.7 
Second Quarter $10.45  $4.25 
Third Quarter $7.09  $4.4 
Fourth Quarter $4.82  $3.6 

RECORD HOLDERS - As of September 5, 2014,4, 2015, the number of holders of record of the Company'sCompany’s common stock was 169.


188.

DIVIDENDS - The Company has not paid dividends on its Common Stock in the past two fiscal years.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN


The table shows information related to our equity compensation plans as of June 30, 2014:


 
Number of
securities to
be issued
 upon
 exercise of
 outstanding
 options,
 warrants
 and rights
Weighted-average
exercise price of
outstanding
options, warrants
and rights
Number of securities
remaining
available for
future issuance
under equity
compensation
plans
(excluding
securities
reflected in
 column (a)
Equity Compensation
Plans approved by
Security holders
920,586(1)$6.76(2)780,620(3)
Equity Compensation
Plans not approved by
Security holders
NoneNoneNone
Total920,586$6.76780,620

2015:

  Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
  Weighted-average exercise
price of outstanding
options, warrants and rights
  Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in column (a)
 
Equity Compensation Plans approved by Security holders  708,133(1) $6.84(2)  1,668,619(3)
Equity Compensation Plans not approved by Security holders  None   None   None 
Total  708,133  $6.84   1,668,619 

(1)Consists of 1,000 under the 2003 Incentive and Nonstatutory Stock Option Plan; 11,000 under the 2004 Incentive and Nonstatutory Stock Option Plan; 115,462 under the 2005 Incentive and Nonstatutory Stock Option Plan; 130,000 under the 2011 Incentive and Nonstatutory Stock Option Plan; and 500,000450,671 under the 2013 Incentive and Nonstatutory Stock Option Plan.
(2)
The weighted average of the options is $6.76.
$6.84.
(3)Represents 87 available for issuance under the 2002 Incentive and Nonstatutory Stock Option Plan; 2,000 under the 2003 Incentive and Nonstatutory Stock Option Plan; 39,474 under the 2004 Incentive and Nonstatutory Stock Option Plan; 59,053 under the 2005 Incentive and Nonstatutory Stock Option Plan and 680,006Plan; 318,005 under the 2013 Incentive and Nonstatutory Stock Option Plan and 1,250,000 under the 2015 Incentive and Nonstatutory Stock Option Plan.

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(b) RECENT SALES OF UNREGISTERED SECURITIES


In April 2014,2015, the Company issued 25,00065,997 shares of common stock to employees as part3 non-US resident accredited investors at a per share price of their compensation for services rendered for the quarter ended March 31, 2014.$4.35. The shares were issued basedin reliance on an exemption from registrationavailable under Rule 4(6)Regulation S of the Securities Act of 1933, as amended.


1933. The proceeds were used to fund working capital.

In April 2014,May 2015, the Company issued 1,72522,727 shares of common stock to its independent directors as part1 non-US resident accredited investor at a per share price of their compensation for services rendered for the quarter ended March 31, 2014.$4.40. The shares were issued basedin reliance on an exemption from registrationavailable under Rule 4(6)Regulation S of the Securities Act of 1933, as amended.


1933. The proceeds were used to fund working capital.

In May 2015, the Company issued 10,000 shares of common stock to 1 non-US resident accredited investor at a per share price of $4.46. The shares were issued in reliance on an exemption available under Regulation S of the Securities Act of 1933. The proceeds were used to fund working capital.

In June 2015, the Company issued 14,961 shares of common stock to 1 non-US resident accredited investor at a per share price of $4.34. The shares were issued in reliance on an exemption available under Regulation S of the Securities Act of 1933. The proceeds were used to fund working capital.

ITEM 6 – 6. SELECTED FINANCIAL DATA


Not applicable.


ITEM 7- MANAGEMENT'S7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS


The following discussion is intended to assist in an understanding of NetSol’s financial position and results of operations for the year ended June 30, 2014.2015. It should be read together with our consolidated financial statements and related notes included under Item 8 of this Annual Report on Form 10-K.


A few of our highlighthighlights for 2013-20142014-2015 were:


 ·
NetSol PK signed an agreement valued at more than $16 million over a period of five years to implement NFS AscentTM. The introductionimplementation, with a major multi-finance group in Indonesia, will fully automate all finance front and global release of our next generation platform NFS Ascent™. NFS Ascent™'s architecture and user interfaces are a result of our collective experienceback office operations.
NetSol China signed an agreement with global Fortune 500 companies over the past 30 years.  The platform's framework allowsan auto captive and asset finance companies to rapidly transform legacy dependent information technology into a state-of-the-art IT and business process environment.
·The first roll-out and go-live of NFS Ascent™ at Nissan Leasing (Thailand) Co., Ltd.
·
A multimillion dollar dealcompany in China for the implementation of NFSTM, the Company’s legacy system; at an automobile manufacturers in China.
 ·A multimillion dollar deal for the implementation of the WFS module of NFS Ascent™
NetSol PK signed an agreement to implement NFS™ at a Japanese automobile manufacturer in Thailand.
·A new LeaseSoft project with a private equity backed asset finance business in UK.
·A global luxury car manufacturer andleading auto captive finance company in China implemented NetSol's mPOS (mobile point of sale) solution across its dealer network in China.China;
 ·The Company was awarded "First Rate and Best Selling Leasing and Finance Solution" at this year's China Leasing Summit for its flagship product, NFS™
 ·Profitable saleNTE and VLS developed a Business Process Outsource (BPO) service to address the broker market for own book management. In collaboration with funders, the service will form part of Vroozi, Inc.the funding approval process, which will generate a significant increase in sales opportunities;
Signed an agreement with Tesla Financial Services GmbH to license LeaseSoft and provide business process outsourcing services;
Added 50 additional licenses to a leading automotive manufacturer’s current LeasePak portfolio; and
NTA signed an upgrade project for LeasePak 6.5 with a major automotive captive in the U.S.

Our success, in the near term, will depend, in large part, on the Company'sCompany’s ability to: (a) continue to grow revenues and improve profits, (b) adequately capitalize for growth in various markets and verticals; (c) make progress in the North American and European markets and, (d) continue to streamlineincrease sales and marketing efforts in every market we operate. However, management'smanagement’s outlook for the continuing operations, which has been consolidated and has been streamlined, remains optimistic.


operations.

Marketing and Business Development Activities


Management has developed, and the board of directors has ratified, an aggressive 3-5 year growth strategy aimed at increasing competitiveness, enhancing global delivery capabilities and increasing financial strength to become a leading global IT institution in the leasing and finance space.

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The growth strategy contemplates the following enhanced activities and initiatives to accomplish these goals:

 ·
We anticipate our total technical headcount to increase from 834 at the NetSol PK technology campus to at least 1,000. This includes the new hires for NFS Ascent™ and our existing employees for our NFS legacy systems.
·Continue to advance infrastructure and systems in Lahore, Bangkok, Beijing and San Francisco locations.
 ·
Strengthen the NetSol brand in the Americas and Europe and further penetration inpenetrate into APAC markets such as China, Thailand, Indonesia, Australia and New Zealand.
 ·
Hire and retain the best available talent to develop the next line of managers for our growing demand.
 ·
Maximize penetration into new and existing smaller markets by increasing the sales activities for our legacy version of NFS™ in emerging markets in Latin America, APAC, and the Middle Eastern where the legacy product is better suited to middle market companies with limited IT budgets yet growing leasing volumes.
Develop the sales and delivery capabilities for the Americas markets, in particular the growth in the USU.S. auto and banking sectors. A shift in revenue contribution from the Americas markets would improve both gross and net operating margins due to the volume and size of US contracts; and, further position NetSol to deliver and support the new growth and technology dimensions in IT services, maintenance, mobile apps and cloud based solutions.
 ·
Maintain the quality of our delivery, after delivery support, and client relationships.
Further penetration of NFS Ascent™ into the leasing and financing sectors in China, APAC, Europe and North America by focusing on multi-national auto captive Fortune 500 companies.
Continue to develop new tools, systems and processes to further enhance productivity, efficiencies and operating margins.

Growth Prospects for NFS™

Growth prospects for NFS™ are linked to the maturing of the product portfolio and its growing customer base across different geographic and product markets. NetSol is eyeing key international markets for growth in sales. Its sales strategy now carefully balances expansion into new geographic markets, including North and South America, and further penetration of our leading position in Asia Pacific.

Growth in North America is expected to come from the huge potential market for replacement of legacy systems. NFS Ascent™ is aimed at providing a highly flexible solution based on latest technology and advanced architecture for the North American customers looking to replace their legacy systems.

Growth in Europe will come from the introduction of NFS AscentTM, which will allow NTE to support larger organizations than those typically selecting the existing LeaseSoft product set, and also opens the door for European expansion. This will attract larger license and professional services revenues across a wider geography. In addition, leveraging the core strengths of NFS AscentTM will increasingly provide opportunities in the automotive sector where NTE is currently underrepresented.

Growth in NetSol’s traditionally strong base in Asia Pacific is expected through diversification across market segments, to include new customers in related banking and commercial lending areas. At the same time, the existing customer base is tapped for increased service and maintenance revenues by offering enhanced features and new solutions to emerging customer needs. In addition, there is a potential for NFS AscentTM in Asia Pacific in the form of existing customers who are looking for replacement of their current system.

In China, NetSol is a leader in the leasing and finance enterprise solution domain. With this position, NetSol continues to enjoy demand for the current NFS™ solution, as well as NFS Ascent™. NetSol will continue strengthening its position within existing multinational auto manufacturers, as well as, local Chinese captive finance and leasing companies.

In Thailand, NetSol established an alternate development, delivery and sales center transferring key personal and knowledge to the region. Our operation in Bangkok serves a very robust and growing market for leasing companies and regional banks.

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 ·We plan to aggressively market NFS Ascent™ in Europe and North America to penetrate the auto captive leasing and financing sectors.
Management continues to be focused on scaling up its delivery capability and has achieved key milestones in that respect.  Key projects are being delivered on time and on budget, quality initiatives are succeeding, especially in maturing internal processes.  CMMI level companies are reassessed every three years by independent consultants under the standards of the Carnegie Mellon University to maintain its CMMI Level 5 quality certification.  As required, NetSol was reassessed in 2010 and was successfully recertified as CMMI Level 5.  While we believe this quality certification will be renewed, our current reassessment due for August 2013 is currently pending.  We believe that the CMMI standards are a key reason in NetSol’s demand surge worldwide. We remain convinced that this trend will continue for all NetSol offerings promoting further beneficial alliances and increasing the number and quality of our global customers.

MATERIAL TRENDS AFFECTING NETSOL

Management has identified the following material trends affecting NetSol.


Positive trends:

·Improving USU.S. economy generally, and particularly in the auto and banking markets.
 ·Slowly improving
China to invest $46 billion in Pakistan on energy and infrastructure projects.
Improving Pakistan economy after years of stagnation.
According to IHS Automotive research, US Auto manufactures estimate nearly 17 million units of new car sales in 2015, the highest in a decade.
Improving economic environment in the UKU.K. and major European economies.
 ·
New emerging markets and IT destinations in Thailand, Malaysia, Indonesia, China and Australia.
 ·Interest of
Continued interest from Fortune 500 multinational auto captives and global companies in NetSol’s next generation solution.NetSol Ascent™.
 ·Growing
Continued interest from existing clients in Japan for IT services andthe NFS™ applications within banking, equipment finance and general leasing industries.legacy systems.
 ·Strong Chinese GDP growth with continued upward momentum in
Growing demand for NFS Ascent™ by existing Tier One auto sales, driving leasing volumes at both the consumer and corporate levels.captive clients.
Negative trends:
 ·
Higher caliber and quality talent joining NetSol, globally.
Reduced employee turnover to under 10% from 20% in 2014.

Negative trends:

Geopolitical unrest in the Middle East.East and potential terrorism and the disruption risk it creates.
 ·The delay in issuance of China Bank Regulatory Commission licenses in China due to reformed financial regulations.
 
·Restricted liquidity and financial burden due to tighter internal processes and limited budgets might cause delays in the receivables from some clients.
 ·
The threats of conflict between the USU.S. and Middle easternEastern region could potentially create volatility in oil prices, causing readjustments of corporate budgets and consumer spending slowing global auto sales.
 ·Continued conflicts in Afghanistan could increase the migration of both refugees and extremists to Pakistan, thus creating domestic and regional challenges.
 
·Internal politicalPolitical challenges in Pakistan has affectedaffecting the economy and image.image of the country.
Uncertainty about the stability of the Chinese market.
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CRITICAL ACCOUNTING POLICIES


Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Critical accounting policies for us include revenue recognition and multiple element arrangements, intangible assets, software development costs, and goodwill.


REVENUE RECOGNTION


The Company recognizes revenue from license contracts without major customization when a non-cancelable, non-contingent license agreement has been signed, delivery of the software has occurred, the fee is fixed or determinable, and collectability is probable. Revenue from the sale of licenses with major customization, modification, and development is recognized on a percentage of completion method. Revenue from the implementation of software is recognized on a percentage of completion method.


Revenue from consulting services is recognized as the services are performed for time-and-materials contracts. Revenue from training and development services is recognized as the services are performed. Revenue from maintenance agreements is recognized ratably over the term of the maintenance agreement, which in most instances is one year.


MULTIPLE ELEMENT ARRANGEMENTS


We may enter into multiple element revenue arrangements in which a customer may purchase a number of different combinations of software licenses, consulting services, maintenance and support, as well as training and development (multiple-element arrangements).


Vendor Specific Object Evidence (“VSOE”) of fair value for each element is based on the price for which the element is sold separately. We determine the VSOE of fair value of each element based on historical evidence of our stand-alone sales of these elements to third-parties or from the stated renewal rate for the elements contained in the initial software license arrangement. When VSOE of fair value does not exist for any undelivered element, revenue is deferred until the earlier of the point at which such VSOE of fair value exists or until all elements of the arrangement have been delivered. The only exception to this guidance is when the only undelivered element is maintenance and support or other services, then, the entire arrangement fee is recognized ratably over the performance period.


COST OF REVENUES


Cost 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.

INTANGIBLE ASSETS


Intangible assets consist of product licenses, renewals, enhancements, copyrights, trademarks, trade names, and customer lists. Intangible assets with finite lives are amortized over the estimated useful life and are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We assess recoverability by determining whether the carrying value of such assets will be recovered through the discounted expected future cash flows. If the future discounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.


SOFTWARE DEVELOPMENT COSTS


Costs incurred to internally develop computer software products or to enhance an existing product are recorded as research and development costs and expensed when incurred until technological feasibility for the respective product is established. Thereafter, all software development costs are capitalized and reported at the lower of unamortized cost or net realizable value. Capitalization ceases when the product or enhancement is available for general release to customers.


The Company makes on-going evaluations of the recoverability of its capitalized software projects by comparing the amount capitalized for each product to the estimated present value of future net income from the product. If such evaluations indicate that the unamortized software development costs exceed the present value of expected future net income, the Company writes off the amount which the unamortized software development costs exceed such present value. Capitalized and purchased computer software development costs are being amortized ratably based on the projected revenue associated with the related software or on a straight-line basis.


16

GOODWILL


Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase businesses combination. Goodwill is reviewed for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed.

The Company does impairment testing of the goodwill on an annual basis at the balance sheet date i.e., June 30th. In addition to our annual internal impairment testing, the Company retains the services of an independent valuation specialist to validate our findings.

The source of the Company’s goodwill relates to the acquisition of four companies. NetSol PK operates in the Asia Pacific region; CQ Systems (now NetSol Technologies Europe Limited) and VLS both operate in Europe; and McCue Systems ( now(now NetSol Technologies Americas, Inc.) operates in the North American region. All these geographies are considered as different reporting segments. Goodwill arising from the acquisition of these companies has been allocated to their respective geographical segments to which they relate. While identifying reporting segments, we take into consideration the reports reviewed by the CEO (chief operating decision maker). As our financial reports are analyzed on this regional basis, we have defined this as segment reporting for purposes of goodwill impairment testing. The reporting unit detail of goodwill as of June 30, 2014 and 2013 is given below:

  
As of June 30,
 2013
  Impairment  
As of June 30,
 2014
 
NetSol PK $1,166,610  $-  $1,166,610 
NetSol Omni  136,762   (136,762)  - 
NTE  3,471,814   -   3,471,814 
VLS  214,044   -   214,044 
NTA  4,664,100   -   4,664,100 
Total $9,653,330  $(136,762) $9,516,568 
The Company tests for goodwill impairment at each reporting unit. The Company had $136,762 ofrecorded goodwill related to Omni, whose assets and business were consolidated into NetSol PK.  As such, the goodwill was considered impaired at June 30, 2014 and the Company recorded an impairment of $136,762 which is recorded in general$0 and administrative expenses on the accompanying consolidated statements of operations.  There was no goodwill impairment$136,762 for the yearyears ended June 30, 2013
17

As the fair value of all reporting units exceeded the carrying values, no impairment was identified in the consolidated financial statements. The following table sets forth the percentage by which the fair value exceeds the carrying value for all reporting units as of June 30, 2014:
Reporting UnitsPercentage by which fair
value exceeds carrying value
NetSol PK
65.87%
NTE30.61%
VLS25.86%
NTA93.06%

2015 and 2014, respectively.

RESULTS OF OPERATIONS


THE YEAR ENDED JUNE 30, 20142015 COMPARED TO THE YEAR ENDED JUNE 30, 2013


2014

The following table sets forth the items in our consolidated statement of operations for the years ended June 30, 20142015 and 20132014 as a percentage of revenues.


18

  
For the Year
 Ended June 30,
 
  2014  %  2013  % 
Net Revenues:            
License fees $5,433,053   14.93% $17,756,447   35.62%
Maintenance fees  10,527,216   28.93%  9,550,471   19.16%
Services  15,453,740   42.7%  18,807,962   37.73%
Services-related party  4,970,794   13.66%  3,734,583   7.49%
Total net revenues  36,384,803   100.00%  49,849,463   100.00%
                 
Cost of revenues:                
Salaries and consultants  15,621,806   42.93%  11,256,982   22.58%
Travel  1,705,554   4.69%  1,673,988   3.36%
Depreciation and amortization  6,844,588   18.81%  3,666,102   7.35%
Other  3,548,392   9.75%  3,704,667   7.43%
Total cost of revenues  27,720,340   76.19%  20,301,739   40.73%
                 
Gross profit  8,664,463   23.81%  29,547,724   59.27%
Operating expenses:                
Selling and marketing  4,572,108   12.57%  3,387,803   6.80%
Depreciation and amortization  1,886,148   5.18%  1,555,402   3.12%
General and administrative  15,046,328   41.35%  10,994,053   22.05%
Research and development cost  249,712   0.69%  158,821   0.32%
Total operating expenses  21,754,296   59.79%  16,096,079   32.29%
                 
Income (loss) from operations  (13,089,833)  -35.98%  13,451,645   26.98%
Other income and (expenses)                
Gain (loss) on sale of assets  (229,805)  -0.63%  3,682   0.01%
Interest expense  (255,677)  -0.70%  (663,967)  -1.33%
Interest income  261,251   0.72%  185,343   0.37%
Gain on foreign currency exchange transactions  50,777   0.14%  1,367,448   2.74%
Share of net income (loss) from equity investment  (545,483)  -1.50%  482,664   0.97%
Amortization of financing costs  -   0.00%  (635,882)  -1.28%
Other income  50,578   0.14%  148,298   0.30%
Total other income (expenses)  (668,359)  -1.84%  887,586   1.78%
                 
Net income (loss) before  income taxes  (13,758,192)  -37.81%  14,339,231   28.77%
Income tax provision  (338,282)  -0.93%  (465,426)  -0.93%
Net income (loss) from continuing operations  (14,096,474)  -38.74%  13,873,805   27.83%
Income (loss) from discontinued operations net of gain on disposal  1,158,752   3.18%  (1,785,750)  -3.58%
Net income (loss)  (12,937,722)  -35.56%  12,088,055   24.25%
Non-controlling interest  1,581,675   4.35%  (4,224,912)  -8.48%
Net income attributable to NetSol $(11,356,047)  -31.21% $7,863,143   15.77%
19

The following table represents

  For the Year 
  Ended June 30, 
  2015  %  2014  % 
Net Revenues:            
License fees $6,328,989   12.40% $5,433,053   14.93%
Maintenance fees  12,196,073   23.89%  10,034,681   27.58%
Services  24,827,822   48.64%  15,230,708   41.86%
Maintenance fees - related party  395,951   0.78%  492,535   1.35%
Services - related party  7,299,743   14.30%  5,193,826   14.27%
Total net revenues  51,048,578   100.00%  36,384,803   100.00%
                 
Cost of revenues:                
Salaries and consultants  19,289,536   37.79%  15,621,806   42.93%
Travel  2,374,864   4.65%  1,705,554   4.69%
Depreciation and amortization  8,336,857   16.33%  6,844,588   18.81%
Other  3,020,107   5.92%  3,548,392   9.75%
Total cost of revenues  33,021,364   64.69%  27,720,340   76.19%
                 
Gross profit  18,027,214   35.31%  8,664,463   23.81%
Operating expenses:                
Selling and marketing  6,092,530   11.93%  4,572,108   12.57%
Depreciation and amortization  2,006,957   3.93%  1,886,148   5.18%
General and administrative  14,778,641   28.95%  15,046,328   41.35%
Research and development cost  314,892   0.62%  249,712   0.69%
Total operating expenses  23,193,020   45.43%  21,754,296   59.79%
                 
Loss from operations  (5,165,806)  -10.12%  (13,089,833)  -35.98%
Other income and (expenses)                
Loss on sale of assets  (64,598)  -0.13%  (229,805)  -0.63%
Interest expense  (166,962)  -0.33%  (255,677)  -0.70%
Interest income  331,432   0.65%  261,251   0.72%
Gain (loss) on foreign currency exchange transactions  (453,770)  -0.89%  50,777   0.14%
Share of net loss from equity investment  -   0.00%  (545,483)  -1.50%
Other income  684,030   1.34%  50,578   0.14%
Total other income (expenses)  330,132   0.65%  (668,359)  -1.84%
                 
Net loss before income taxes  (4,835,674)  -9.47%  (13,758,192)  -37.81%
Income tax provision  (413,498)  -0.81%  (338,282)  -0.93%
Net loss from continuing operations  (5,249,172)  -10.28%  (14,096,474)  -38.74%
Income from discontinued operations  -   0.00%  1,158,752   3.18%
Net loss  (5,249,172)  -10.28%  (12,937,722)  -35.56%
Non-controlling interest  (299,646)  -0.59%  1,581,675   4.35%
Net loss attributable to NetSol $(5,548,818)  -10.87% $(11,356,047)  -31.21%

Net revenues for the years ended June 30, 2015 and 2014 by each subsidiary and corresponding geographical region:

  2014  2013 
  Revenue  %  Revenue  % 
 Corporate headquarters $-   0.00% $-   0.00%
                 
 North America:                
NTA  4,729,908   13.00%  5,796,484   11.63%
   4,729,908   13.00%  5,796,484   11.63%
                 
 Europe:                
NTE  4,471,175   12.29%  6,183,202   12.40%
VLS  2,058,136   5.66%  1,655,440   3.32%
   6,529,311   17.95%  7,838,642   15.72%
 Asia-Pacific:                
NetSol PK  14,609,179   40.15%  22,605,831   45.35%
Netsol-Innovation  4,970,794   13.66%  3,734,583   7.49%
Connect  863,620   2.37%  760,795   1.53%
Abraxas  639,218   1.76%  1,359,322   2.73%
NTPK Thailand  1,106,887   3.04%  7,433,758   14.91%
NetSol Beijing  2,935,886   8.07%  320,048   0.64%
   25,125,584   69.06%  36,214,337   72.65%
Total $36,384,803   100.00% $49,849,463   100.00%

segment are as follows:

  2015  2014 
  Revenue  %  Revenue  % 
North America  5,535,183   10.84%  4,729,908   13.00%
Europe  7,359,204   14.42%  6,529,311   17.95%
Asia-Pacific  38,154,191   74.74%  25,125,584   69.06%
Total $51,048,578   100.00% $36,384,803   100.00%

Revenues


License fees


License fees for the year ended June 30, 20142015 were $5,433,053$6,328,989 compared to $17,756,447$5,433,053 for the year ended June 30, 20132014 reflecting a decreasean increase of $12,323,394.$895,936. During the fiscal year ended June 30, 2013,2015, we signed 10 licensing deals in excessmaintained our license revenues through sales of $1MM recognizing approximately $13.7MM in licensing revenue compared to two licensing deals in excess of $1MM recognizing approximately $2.2MM for the fiscal year ended June 30, 2014.

After the announcement of the next generation product, NFS AscentTM, in October 2013, we were anticipating this decline in license revenue. During our fiscal year 2014, we were passing through the transitional phase from our legacy system to NFS AscentTM. Some of the deals for the legacy system, which wereregional offerings in the pipeline atU.S. and the time we announced NFS AscentTM, were put on hold as we were experiencing more interest from potential customers in NFS AscentTM. The delay in signing new deals for both the legacy productU.K. as well as our NFS legacy product. In August 2014, we signed an NFS AscentTM has resulted contract worth approximately $16MM, which includes license fees, services and maintenance. We recognized approximately $900,000 in a decline in the overall license revenue in 2014. However, our pipeline of potential new business remains strong and we anticipate closing deals and beginning implementing NFS Ascentrelated to this contract.

TM during the fiscal year 2015.


Maintenance fees

Maintenance fees for the year ended June 30, 20142015 were $10,527,216$12,592,024 compared to $9,550,471$10,527,216 for the year ended June 30, 20132014 reflecting an increase of $976,745.$2,064,808. Maintenance fees begin once a customer has “gone live” with our product. The increase was due to the start of new maintenance agreements from customers who went live with our product during the latter stages of fiscal year 20132014 and into fiscal year 2014.  During the fiscal year ended June 30, 2014, we added new customers representing approximately $870,000 in new maintenance fees.2015. We anticipate maintenance fees to remain flat untilgradually increase as we are able to licenseimplement NFS Ascent™ to new customers.


.

Services


Services income for the year ended June 30, 20142015 were $20,424,534$32,127,565 compared to $22,542,545$20,424,534 for the year ended June 30, 20132014 reflecting a decreasean increase of $2,118,011. Service$11,703,031. Included in the services revenue are services provided to related parties of $7,299,743 for the year ended June 30, 2015 compared to $5,193,826 for the same period last year. The increase is due to services provided to new customers both for the implementation of the legacy systems and for the implementation of NFS Ascent as well as additional services provided to existing customers on account of customization and enhancement requests. Services revenue is derived from services provided to both current customers as well as services provided to new customers as part of the implementation process. DuringMoving forward, with the implementation of new projects of NFS AscentTM, we anticipate this element of our revenue to increase more compared to the license fee.

Gross Profit

The gross profit was $18,027,214, for the year ended June 30, 2014, our current customers continued to request changes/customizations for their current systems.  However, due to the decline in license revenue, the services associated2015 as compared with implementing new systems declined significantly, which adversely impacted our services revenue for the year.


20

Service revenue related to change requests and other services was $17.4MM or 85% of total service revenue and $18.0MM or 80% of total service revenue for the years ended June 30, 2014 and 2013, respectively.  Service revenue related to implementations and configurations was $3.0MM or 15% of total service revenue and $4.5MM or 20% of total services revenue for the years ended June 30, 2014 and 2013, respectively.

Gross Profit

The gross profit was $8,664,463 for the year ended June 30, 2014 as compared with $29,547,724 for the year ended June 30, 2013.2014. This is a decreasean increase of 70.68%108.06% or $20,883,261.$9,362,751. The gross profit percentage for the year ended June 30, 20142015 also decreasedincreased to 23.81%35.31% from 59.27%23.81% for the year ended June 30, 2013.  The decrease in the gross profit is due to a decrease in revenues and an increase in the cost of sales.2014. The cost of sales was $33,021,364 for the year ended June 30, 2015 compared to $27,720,340 for the year ended June 30, 2014 compared to $20,301,739 for the year ended June 30, 2013.2014. As a percentage of sales, cost of sales increaseddecreased from 40.73% for the year ended June 30, 2013 to 76.19% for the year ended June 30, 2014.

2014 to 64.69% for the year ended June 30, 2015.

Salaries and consultant fees increased by $4,364,824$3,667,730 from $11,256,982 for the year ended June 30, 2013 to $15,621,806 for the year ended June 30, 2014.2014 to $19,289,536 for the year ended June 30, 2015. The increase in salaries and consultant fees is due to the hiring and training of technical employees at key locations including Pakistan, Thailand, China, UK and North America as we anticipate new projects associated with NFS Ascent™. In order to prepare for growth with our new product NFS AscentTM, we have continued to focus on hiring technical personnel. We had 657, 832, 1,042 and 1,0421,195 technical employees as of June 30, 2012, 2013, 2014 and 2014,2015, respectively. As a percentage of sales, salaries and consultant expense increaseddecreased from 22.58% for the year ended June 30, 2013 to 42.93% for the year ended June 30, 2014. We anticipate hiring approximately 150 technical employees during fiscal2014 to 37.79% for the year ended June 30, 2015.


Depreciation and amortization expense increased to $6,844,588$8,336,857 compared to $3,666,102$6,844,588 for the year ended June 30, 20132014 or an increase of $3,178,486.$1,492,269. Depreciation and amortization expense increased as we began amortizing the product licenses costs that had been capitalized related to the NFS Ascent™ development. Due to our emphasis on NFS Ascent™, we decided to discontinue two softwaremarketing three of our older products, and we fully amortized themthese products as of June 30, 2014.  Included in the $6.8MM depreciation and2015, which added an additional $1.18 million of amortization expense is approximately $1.4MMto our cost of amortization for these products.


sales.

Operating Expenses


Operating expenses were $23,193,020 for the year ended June 30, 2015 as compared to $21,754,296, for the year ended June 30, 2014 as compared to $16,096,079, for the year ended June 30, 2013 or an increase of 35.15%6.61% or $5,658,217.$1,438,724. As a percentage of sales, it increaseddecreased from 32.29%59.79% to 59.79%45.43%. The increase in operating expenses was primarily due to the increase in selling and marketing expenses of $1,184,305$1,520,422 or 34.96% and an increase in general and administrative expenses of $3,915,513 or 36%33.25%.


The increase in selling and marketing expenses is due to the increase in our salaries and commissions, travel expenses, and business development costs to market and sell NFS Ascent™ globally. We increased the number of sales and marketing employees from 5263 at June 30, 2013 to 6383 at June 30, 2014.


The increase in general2015.

General and administrative expenses is primarily due an increase in salaries of approximately $2.4MM due to annual raises, hiring of additional employees, cash bonuses, share grants, and options, an increase in bad debts of approximately $608,000, an increase in legal fees of approximately $360,000 and an impairment of goodwill of $137,000.

Income/Loss from Operations

Loss from operations was $13,089,833 compared to income of $13,451,645were $14,778,641 for the year ended June 30, 2014 and 2013, respectively. This represents2015 compared to $15,046,328 at June 30, 2015 or a decrease of $26,541,478$267,687 or 1.8%. During the year ended June 30, 2015, salaries increased by approximately $1,168,000 due to the increase in the number of employees, annual raises, share grants, cash bonuses and options; other general and administrative expenses increased by approximately $290,000; professional services decreased by approximately $267,000 due to the reduction in legal fees; bad debt expense decreased by approximately $1,459,000. During the fiscal year end June 30, 2014, we increased our allowance for doubtful accounts and recorded a bad debt expense of approximately $1,024,000 and during the year ended June 30, 2015, we reduced our allowance for doubtful accounts by approximately $435,000.

Income/Loss from Operations

Loss from operations was $5,165,806 for the year ended June 30, 20142015 compared to $13,089,833 for the year ended June 30, 2014. This represents a decrease of $7,924,027 for the year ended June 30, 2015 compared with the year ended June 30, 2013.2014. As a percentage of sales, net loss from operations was 10.12% for the year ended June 30, 2015 compared to 35.98% for the year ended June 30, 2014 compared to net income of 26.98% for the year ended June 30, 2013.


Other Income and Expenses

2014.

Other expenses were $668,359 for the year ended June 30, 2014 compared to income of $887,586 for the year ended June 30, 2013. The main reason for this shift to expense compared to other income in 2013 is the strength of the foreign currencies against the US dollar. For the year ended June 30, 2013, the Pak Rupee and the Thai Baht, along with other currencies, had greatly depreciated against the US dollar, and as a result, we  recorded an exchange gain of $1,367,448 whereas the overall exchange gain remained at $50,777 for the year ended June 30, 2014.

21

Discontinued Operations

For the year ended June 30, 2014, net income from discontinued operations after adjusting the gain on disposal was $1,158,752 compared to a loss of $1,785,750 for the year ended June 30, 2013.$1,158,752. On March 31, 2014, we sold 100% of our stock in Vroozi, Inc. for a purchase price of $2,716,050 and recognized a $1,870,871 gain on the sale. We reclassified Vroozi’s net loss for the periods presented from continuing operations to discontinued operations.


Net Income/Loss


Net loss was $5,548,818 for the year ended June 30, 2015 compared to $11,356,047 for the year ended June 30, 2014 compared to net income of $7,863,143 for the year ended June 30, 2013.2014. This is a decrease of $19,219,190$5,807,229 compared to the prior year. Net loss per share, basic and diluted, was $0.57 for the year ended June 30, 2015 compared to $1.25 for the year ended June 30, 2014 compared to net income per share, basic and diluted, of $0.96 and $0.95 for the year ended June 30, 2013.

2014.

LIQUIDITY AND CAPITAL RESOURCES


We note that our

Our cash position was $14,168,957 at June 30, 2015, compared to $11,462,695 at June 30, 2014, compared to $7,874,318 at June 30, 2013.


2014.

Net cash provided by operating activities was $5,078,282 for the year ended June 30, 2015 compared to $18,634,902 for the year ended June 30, 2014 compared to $13,845,819 for the year ended June 30, 2013.2014. At June 30, 2014,2015, we had current assets of $26,862,560$31,510,665 and current liabilities of $14,613,515.$14,834,565. We had accounts receivable of $9,972,243 at June 30, 2015 compared to $7,635,775 at June 30, 2014 compared to $14,684,212 at June 30, 2013.2014. We had revenues in excess of billings of $5,267,275 at June 30, 2015 compared to $2,377,367 at June 30, 2014 compared to $15,367,198 at June 30, 2013.2014. During the year ended June 30, 2014,2015, our revenues in excess of billings were reclassified to accounts receivable pursuant to billing requirements detailed in each contract. The combined totals for accounts receivable and revenues in excess of billings decreased $20,038,268increased $5,226,376 from $30,051,410 at June 30, 2013 to $10,013,142 at June 30, 2014.2014 to $15,239,518 at June 30, 2015. The decreaseincrease is due to our efforts to collect these balances as they become due and a decreasethe increase in license and service revenue.revenues during FY 2015. Accounts payable and accrued expenses, and current portions of loans and lease obligations amounted to $5,234,887$5,952,561 and $5,791,258,$3,896,353, respectively at June 30, 2014.2015. The average days sales outstanding for the years ended June 30, 2015 and 2014 were 91 and 2013 were 201 days for each year.respectively. The days sales outstanding have been calculated by taking into consideration the average combined balances of accounts receivable and revenue in excess of billings.


Net cash used by investing activities amounted to $3,033,319 for the year ended June 30, 2015, compared to $14,739,798 for the year ended June 30, 2014, compared to $14,472,252 for the year ended June 30, 2013.2014. We had net purchases of property and equipment of $13,236,136$3,558,712 compared to $8,958,876$13,236,136 for the comparable period last fiscal year. The increase in intangible assets which represents amounts capitalized for the development of new products was $nil for the year ended June 30, 2015 and $3,385,151 for the year ended June 30, 2014 and $4,832,459 for the year ended June 30, 2013.2014. The company also received $1,810,700 for the sale of Vroozi.


Vroozi in 2014.

Net cash provided by financing activities was $1,461,230 and the net cash used in financing activities was $233,144 and the net cash provided by financing activities was $1,690,794 for the years ended June 30, 2014,2015, and 2013,2014, respectively. The year ended June 30, 20142015 included the cash inflow of $709,436$191,400 from the exercising of stock options and warrants compared to $2,537,712$709,436 for the year ended June 30, 2013.2014. During the year ended June 30, 2014,2015, we had net payments for bank loans and capital leases of $2,880,840$2,668,861 compared to $630,714net proceeds of $363,542 for the year ended June 30, 2013.2014. We are operating in various geographical regions of the world through its various subsidiaries. Those subsidiaries have financial arrangements from various financial institutions to meet both their short and long term funding requirements. These loans will become due at different maturity dates as described in Note No. 12 of the financial statements. We are in compliance with the covenants of the financial arrangements and there is no default whatsoever, which may lead to early payment of these obligations. We anticipate paying back all these obligations on their respective due dates from its own sources.


dates.

We typically fund the cash requirements for our operations in the U.S. through our license, services, and maintenance agreements, intercompany charges for corporate services, and through the exercise of options and warrants. As of June 30, 2015, we had approximately $14.17 million of cash, cash equivalents and marketable securities of which approximately $8.97 million is held by our foreign subsidiaries. As of June 30, 2014, we had approximately $11.46 million of cash, cash equivalents and marketable securities of which approximately $8.4 million is held by our foreign subsidiaries.  As of June 30, 2013, we had approximately $7.87 million of cash, cash equivalents and marketable securities of which approximately $4.77 million is held by our foreign subsidiaries. We intend to permanently reinvest these funds outside the U.S., and therefore, we do not anticipate repatriating undistributed earnings from our non-U.S. operations. If funds from foreign operations are required to fund U.S. operations in the future and if U.S. tax has not previously been provided, we would be required to accrue and pay additional U.S. taxes to repatriate these funds.


We remain open to strategic relationships that would provide value added benefits. The focus will remain on continuously improving cash reserves internally and reduced reliance on external capital raise.


As a growing company, we have on-going capital expenditure needs based on our short term and long term business plans. Although our requirements for capital expenses vary from time to time, for the next 12 months, we anticipate needing working capital of $2.5$2 to $3.5$3 million for APAC, US and Europe new business development activities and infrastructure enhancements.


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While there is no guarantee that any of these methods will result in raising sufficient funds to meet our capital needs or that even if available will be on terms acceptable to us, we will be very cautious and prudent about any new capital raise given the global market uncertainties. However, we are very conscious of the dilutive effect and price pressures in raising equity-based capital.


Financial Covenants


Our UK based subsidiary, NTE, has an approved overdraft facility of £300,000 ($511,440) which requires that the aggregate amount of invoiced trade debtors (net of provisions for bad and doubtful debts and excluding intra-group debtors) of NTE, not exceeding 90 days old, will not be less than an amount equal to 200% of the facility. NTE had been granted another credit facility of £1,000,000 ($1,704,800) 1,704,800) for the acquisition VLS. This facility requires that NTE’s adjusted tangible net worth would not be less than £600,000. For this purpose, adjusted tangible net worth means shareholders’ funds less intangible assets plus non-redeemable preference shares. In addition, NTE’s cash debt service coverage would not fall below 150% of the aggregate debt service cost. The Pakistani subsidiary, NetSol PK has an approved facility for both export refinance and term finance from Askari Bank Limited amounting to Rupees 262.5300 million ($3,018,000)2,892,960) which requires NTPK to maintain a long term debt equity ratio of 60:40 and the current ratio of 1:1.


As of the date of this report, we are in compliance with the financial covenants associated with our borrowings. The maturity dates of the borrowings of respective subsidiaries may accelerate if they do not comply with these covenants. In case of any change in control in subsidiaries, they may have to repay their respective credit facilities.


Dividends and Redemption


It has been our policy to invest earnings in growth rather than distribute earnings as common stock dividends. This policy, under which common stock dividends have not been paid since our inception is expected to continue, but is subject to regular review by the Board of Directors.

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Contractual Obligations


Our significant contractual obligations are as follows:

  Payment due by period 
Contractual Obligation Total  Less than
1 year
  1-3 Years  3-5 Years  More than 5
years
 
                
Debt Obligations               
Term Finance Facility $632,527  $253,011  $253,011  $126,505  $- 
HSBC Loan  835,899   346,138   489,761   0   - 
D&O Insurance  54,547   54,547   -   -   - 
Habib Bank Line of Credit  2,438,844   2,438,844   -   -   - 
Bank Overdraft Facility  -   -   -   -   - 
Bank Loan  2,024,087   2,024,087   -   -   - 
Loan from Related Party  322,600   194,740   127,860         
Capital Lease Obligations                  - 
Subsidiary Capital Leases  1,014,834   479,891   534,943       - 
                   - 
Operating Lease Obligations                  - 
Non-cancellable operating lease  3,092,282   896,624   1,518,149   429,605   247,904 
                   - 
 Total $10,415,620  $6,687,882  $2,923,724  $556,110  $247,904 

  Payment due by period 
Contractual Obligation Total  Less than 1
year
  1-3 Years  3-5 Years  More than 5
years
 
                
Debt Obligations                    
HSBC Loan $447,161  $322,349  $124,812  $-  $- 
D&O Insurance  79,872   79,872   -   -   - 
Bank Loan  2,892,961   2,892,961   -   -   - 
Loan from Related Party  129,979   129,979   -   -     
Capital Lease Obligations                  - 
Subsidiary Capital Leases  833,872   471,192   362,680   -   - 
                   - 
Operating Lease Obligations                  - 
Non-cancellable operating lease  2,713,419   971,890   1,145,700   351,186   244,643 
                   - 
Total $7,097,264  $4,868,243  $1,633,192  $351,186  $244,643 

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to financial market risks, including changes in currency exchange rates and interest rates.

Foreign Currency Exchange Risk

Economic Exposure

We transact business in various foreign currencies and have significant international revenues, as well as costs denominated in foreign currencies. This exposes us to the risk of fluctuations in foreign currency exchange rates. Since the majority of the Company’s operations of the company are based in the Asia Pacific region where the Pak Rupee is continuously losing its value against the US Dollar and we don’t have any imports, therefore, we believe it is counter-productive to hedge this exposure. Devaluation of Pak Rupee results in foreign exchange gain to the company.

Transaction Exposure

Our exposure to foreign currency transaction gains and losses is the result of certain net receivables due from our foreign subsidiaries and customers being denominated in currencies other than the functional currency of the subsidiary, primarily the Euro, Yuan, Baht and Pak Rupee. Our foreign subsidiaries conduct their businesses in local currency. Since majority of the operations of the Company are based in the Asia Pacific region where the Pak Rupee is continuously losing its value against the US Dollar and we don’t have any imports, therefore, we believe it is counter-productive to hedge this exposure.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


The Consolidated Financial Statements that constitute Item 8 are included at the end of this report on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


NetSol’s financial statements for the fiscal years ended June 30, 20142015 and June 30, 2013,2014, did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.


In connection with the audit of NetSol'sNetSol’s financial statements for the fiscal years ended June 30, 20142015 and June 30, 2013,2014, there were no disagreements, disputes, or differences of opinion with Kabani & Company on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures, which, if not resolved to the satisfaction of Kabani & Company would have caused Kabani & Company to make reference to the matter in its report.


ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, the Chief Financial Officer and Chief Executive Officer concluded that our disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

Our management has the responsibility to establish and maintain adequate internal controls over our financial reporting, as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934. Our internal controls are designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our external financial statements in accordance with generally accepted accounting principles (GAAP).

Due to inherent limitations of any internal control system, management acknowledges that there are limitations as to the effectiveness of internal controls over financial reporting and therefore recognize that only reasonable assurance can be gained from any internal control system. Accordingly, our internal control system may not detect or prevent material misstatements in our financial statements and projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and participation of management, including the Chief Executive Officer and Chief Financial Officer, we have performed an assessment of the effectiveness of our internal controls over financial reporting as of June 30, 2014.2015. This assessment was based on the criteria established in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of our assessment, the Company has determined that as of June 30, 20142015, the Company’s internal control over financial reporting is effective.

Changes in Internal Control over Financial Reporting


There have been no changes in our internal controls over financial reporting during the fourth quarter of fiscal year 2014,2015, that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)).

ITEM 9B. OTHER INFORMATION

NONE

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NONE
25

PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


Section 16(a) Beneficial Ownership Reporting Compliance


Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that the Company'sCompany’s directors and executive officers and persons owning more than 10% of the outstanding Common Stock, file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC"(“SEC”). Executive officers, directors and beneficial owners of more than 10% of the Company'sCompany’s Common Stock are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.


Based solely on copies of such forms furnished as provided above, or written representations that no such forms were required, the Company believes that during the fiscal year ended June 30, 2014,2015, all Section 16(a) filing requirements applicable to its executive officers, directors and beneficial owners of more than 10% of its Common Stock were complied with.


CHANGE IN MANAGEMENT AND BOARD OF DIRECTORS

Board of Directors


At the 20142015 Annual Shareholders Meeting, a seven 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. Najeeb U. Ghauri (Chairman of the Board) Mr. Eugen Beckert, Mr. Naeem U. Ghauri, Mr. Shahid Burki, Mr. Mark Caton, Mr. Jeffrey Bilbrey and Mr. Asad Ghauri.


Committees


The Audit committee is made up of Mr. Burki as Chairman, and Mr. Caton, Mr. Beckert and Mr. Bilbrey as members. The Compensation committee consists of Mr. Caton as its Chairman and Mr. Beckert, Mr. Burki and, Mr. Bilbrey as its members. The Nominating and Corporate Governance Committee consists of Mr. Beckert as Chairmanchairman and Mr. Burki, Mr. Caton and Mr. Bilbrey as its members.


The table below provides the membership for each of the committees during Fiscal Year 2014.

2015.

Director
 
Audit
Committee
 
Compensation
Committee
 
Nominating
and CorporateGovernanceCommittee
  AuditCompensationGovernance
DirectorCommitteeCommitteeCommittee
          
Najeeb Ghauri         
Naeem Ghauri         
Asad Ghauri *         
Shahid J. Burki (I) X(C) X  X 
Eugen Beckert (I) X X  X(C)
Mark Caton (I) X X(C) X 
Jeffrey Bilbrey (I) X X  X 

(I)Denotes an independent director.
(C)
*
 
(C)
Denotes the Chairperson of the committee.

Mr. Salim Ghauri did not stand for re-election to the board and was not a member of any of the committees.  Mr. Asad Ghauri was elected to the board in June 2014.  He is not a member of any of the committees.
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DIRECTORS AND EXECUTIVE OFFICERS


The following table sets forth the names and ages of the current directors and executive officers of the Company, the principal offices and positions with the Company held by each person and the date such person became a director or executive officer of the Company. The Board of Directors elects the executive officers of the Company annually. Each year the stockholders elect the Board of Directors. The executive officers serve terms varying terms until their death, resignation or removal by the Board of Directors. In addition, there was no arrangement or understanding between any executive officer and any other person pursuant to which any person was selected as an executive officer.


The directors and executive officers of the Company are as follows:


Name
Year First Elected
As an Officer or
Director
Age
Position Held with the
Registrant
Family Relationship
Najeeb Ghauri199760
Chief Executive Officer,
Chairman and Director
Brother to Naeem Ghauri
Roger Almond201349Chief Financial OfficerNone
Patti L. W. McGlasson200449
Sr. V.P., Legal and Corporate
Affairs; Secretary, General
Counsel
None
Naeem Ghauri199957DirectorBrother to Najeeb Ghauri
Boo-Ali Siddiqui200939Chief Accounting OfficerNone
Shahid Javed Burki200075DirectorNone
Eugen Beckert200167DirectorNone
Mark Caton200265DirectorNone
Jeffrey Bilbrey201343DirectorNone
Asad Ghauri*201437DirectorNephew of Najeeb & Naeem Ghauri

Name Year First Elected
As an Officer or
Director
 Age Position Held with the
Registrant
 Family Relationship
Najeeb Ghauri 1997 61 Chief Executive Officer, Chairman and Director Brother to Naeem Ghauri
      ��  
Roger Almond 2013 50 Chief Financial Officer None
         
Patti L. W. McGlasson 2004 50 Sr. V.P., Legal and Corporate Affairs; Secretary, General Counsel None
         
Naeem Ghauri 1999 58 Director Brother to Najeeb Ghauri
         
Shahid Javed Burki 2000 76 Director None
         
Eugen Beckert 2001 68 Director None
         
Mark Caton 2002 66 Director None
         
Jeffrey Bilbrey 2013 44 Director None
         
Asad Ghauri 2014 38 Director Nephew of Najeeb & Naeem Ghauri

*Mr. Salim Ghauri did not stand for re-election to the board. Mr. Asad Ghauri was elected to the board in June 2014.


Business Experience of Officers and Directors:

NAJEEB U. GHAURIis the Chief Executive Officer and Chairman of the Board of NetSol Technologies, Inc.  Najeeb,NetSol. He has been a Director of the Company since 1997, Chairman since 2003 and Chief Executive Officer since October 2006, and2006. Mr. Ghauri is the founder of NetSol Technologies, Inc.


Najeeb oversees all seven subsidiaries of He was responsible for NetSol as welllisting on NASDAQ in 1999, the NetSol subsidiary listing on KSE (Karachi Stock Exchange) in 2005, and the NetSol listing on the NASDAQ Dubai exchange in 2008. Mr. Ghauri served as the parent company in seven different locations worldwide.Company’s Chief Executive Officer from 1999 to 2001 and as the Chief Financial Officer from 2001 to 2005. As CEO, Mr. Najeeb Ghauri is responsible for managing the day-to-day operations of the Company consisting of approximately 1,590 employees world wide, as well as analyzing and developing plans to drive the Company'sCompany’s overall growth and nurture new business.   With approximately 1,380 employees worldwide, under his leadership, NetSol has matured into a well-recognized name in the industry.

expansion plan. Prior to joining NetSol, Najeebthe 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 manager. Najeebmanagers. Mr. Ghauri received his Bachelor of ScienceArts degree in Management/Economics from the University of Punjab and studied at Eastern Illinois University in 1979, andfrom 1976 to 1978 prior to earning his M.B.A. in Marketing Management from Claremontthe Peter F. Drucker Graduate School inof Mangaement at Claremont, California in 1981.

NajeebMr. Ghauri was elected Vice Chairman of US Pakistan Business Council in 2006, a Washington D.C. based council of US Chamber of Commerce. Najeeb Ghauri served as Vice Chairman of US Pakistan Business Council for two terms in 2006 and 2012. He is also very active in several philanthropic activities in emerging markets and is a founding director of Pakistan Human Development Fund, a non-profit organization, a partnership with UNDP to promote literacy, health services and poverty alleviation in Pakistan.

Mr. Ghauri has participated in NASDAQ opening and/or closing bell ceremonies in 2006, 2008 and 2009. Mr. Najeeb Ghauri holds a director seat in Atheeb NetSol Ltd., located in Saudi Arabia;at NetSol Technologies, Ltd., Lahore, Pakistan;Pakistan, and DNA Health Corporation, a start-up health care business located in Maryland.

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ROGER 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 was responsible for assisting national and international companies inwith 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; and from November 1999 to August 2003, he was the Chief Financial Officer of Keysor Century Corporation located in Saugus, California.


Roger Almond received his BS in Accounting from Brigham Young University in 1991 and he is a Certified Public Accountant licensed in California. He has also completed executive management courses at UCLA in 2001.


BOO-ALI SIDDIQUI served as NetSol’s Chief Accounting Officer since September 2013 to present and as  NetSol's Chief Financial Officer from April 2009 to September 2013. 


From September 2013, Mr. Siddiqui serves as Chief Accounting Officer of the Company and will continue to serve as Chief Financial Officer and Company Secretary of NetSol Technologies Ltd. Located in Lahore, managing the finances of all companies in the Asia group, a position he has held since 2005.

Prior to joining NetSol, he served as Deputy Registrar of Companies for the Securities & Exchange Commission of Pakistan (SECP) and as Senior Manager, Audit and Tax, for Ehtisham & Co., Chartered Accountants.

Mr. Siddiqui holds a Bachelor of Commerce from Hailey College of Commerce, Lahore, University of The Punjab, Pakistan, is a Fellow Member of the Institute of Chartered Accountants of Pakistan (FCA), the Institute of Chartered Secretaries & Managers (FICS) and the Pakistan Institute of Public Finance Accountants (FPFA). He is also member of the Institute for Internal Controls USA and the Institute of Forensic Accountants of Pakistan. He completed his four years articleship from Ford Rhodes Sidat Hyder & Company a renowned accounting firm in Pakistan representing Ernst & Young International.

PATTI L. W. MCGLASSON joined NetSol as General Counsel in January 2004 and was elected to the position of Secretary in March 2004. She was appointed Senior Vice President, Corporate and Legal Affairs in 2013.

In the role of General Counsel, McGlasson is responsible for leading NetSol’s legal department company-wide. McGlasson is also responsible for the implementation of the Company’s internal corporate governance and policy plans, ethics and business conduct. McGlasson oversees all board meetings in her executive position as corporate secretary.


McGlasson has more than 22 years of experience in corporate law, mergers and acquisitions, business and cross-border transactions and securities law. Prior to joining NetSol, Patti practiced at Vogt & Resnick, law corporation. Ms. McGlasson was admitted to practice in California in 1991.


She 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. As part of her Masters in Law in Transnational Business, she interned at the law firm of Loeff Claeys Verbeke in Rotterdam, the Netherlands in 1991.


NAEEM GHAURI has been a Director of the Company since 1999 and was the Company’s Chief Executive Officer from August 2001 to October 2006.


Naeem Mr. Ghauri serves as the Managing Director of NetSol (UK) Ltd., a wholly owned subsidiary of the Company located in London, England. He is also the director of the Global Sales group. Naeem has beenWhile instrumental in numerous profitable acquisitions worldwide including VLS, Vroozi™ andtransactions, his most significant contribution to the revenue of the Company was his role in closing the TiG NetSol Technologies Europe, Ltd. .

Joint Venture in 2005. Prior to joining the Company, NaeemMr. Ghauri was Project Director for Mercedes-Benz Finance Ltd., from 1994-1999. NaeemMr. Ghauri supervised over 200 project managers, developers, analysis and users in nine European Countries. NaeemMr. Ghauri earned his degree in Computer Science from Brighton University, England. Mr. Ghauri serves on the board of NetSol Technologies Europe, Ltd., a subsidiary of the Company.

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EUGEN BECKERT was appointed to the Board of Directors in August 2001.


Early in his career, A native of Germany, Mr. Beckert workedreceived his masters in Engineering and Economics from the technologies and systems development atUniversity of Karlsruhe, Germany. Mr. Beckert was with Mercedes-Benz AG/Daimler Benz AG.AG from 1973, working in technology and systems development. In 1992, he was appointed director of Global IT (CIO) for Debis Financial Services, the services division of Daimler Benz. From 1996 to 2000, he acted as director of Processes and Systems (CIO) for Financial Services of DaimlerChrysler Asia Pacific Services. During this period he was instrumental into having the developmentLeaseSoft products of NetSol’s  LeaseSoft (now NFS)NetSol developed and its introduction tointroduced in several countries as a pilot customer.customer. From 2001 to 2004, he served as Vice President ofin the Japanese company of DaimlerChrysler Services.DCS. Mr. Beckert retired from DaimlerChrysler in November 2006.

A native of Germany, Mr. Beckert received his masters in Engineering and Economics from the University of Karlsruhe, Germany.

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

SHAHID JAVED BURKIwas first appointed to the Board of Directors in February 2003.


Mr. Burki enjoyed Before joining the World Bank in 1974 he was a member of the Civil Service of Pakistan. He had a distinguished career with the World Bank from 1974 to 1999 where he held a number of senior positions including Chief of Policy Planning (1974-1981); Director of International Relations Department (1981-1987)(1981-87); Director of China Department (1987-1994)(1987-94); and Vice President of Latin America and the Caribbean Region (1994-1999)(1994-99). Upon taking early retirement from the Bank, he becametook up the position of Chief Executive Officer of EMP Financial Advisors, a consulting company linked with the Washington based EMP Global, a private equity firm and continued that tenureworked there until 2005. He is currently Chairman of the Institute of Public Policy, a think tank associated with the Beacon house National University, Lahore, Pakistan. He also spends some time each year as Senior Visiting Research Fellow at the Institute of South Asian Studies, National Singapore University. In 1996-97 he took leave of absence from the World Bank to take up the position of Finance Minister of Pakistan.

Mr. Burki was educated at Government College, Lahore from where he received M.Sc. in Physics; at Oxford University as a Rhodes Scholar from where he received M.A. (Hons) in Economics; at Harvard University as a Mason Fellow from where he received M.P.A. and also studied for Ph.D. in Economics (not completed). In 1997, he received a Diploma in Advanced Management from Harvard University’s Business School. Mr. Burki has authored several books and articles on development issues including: includingStudy of Chinese Communes (Harvard(Harvard University Press, 1969);Pakistan Under Bhutto(Macmillan, (Macmillan, 1990);Changing Perceptions, Altered Reality: Pakistan’s Economy Under Musharraf, 1999-2006 (Oxford University Press, 2007); Pakistan Historical Dictionary, (London, Scare Crow Press); South. He is currently working on a book, Changing Asia in  the New World Order, ( to be published later this year by Routledge, London); and Pakistan Moving the Economy Forward (Lakore School of Economics, Lakore).

London. Mr. Burki is a chairman of the Audit Committee and a member of the Compensation and Nominating and Corporate Governance Committees. Mr. Burki is the Company’s Financial Expert on the Audit Committee.

MARK CATON joined the board of directors in 2007.


MarkMr. Caton is currently Vice President of Ciena Financial Inc., a diversified financial services company. He is also the President of Centela Systems, Inc. a distributor of computer peripheral solutions in the multimedia and digital electronic market segment, a position he has held since 2003. Prior to joining Centela, Mr. Caton was President of NetSol Technologies USA, responsible for US sales, from June 2002 to December 2003. HeMr. Caton was employed by ePlus from 1997 to 2002 as Senior Account Representative. He was a member of the UCLA Alumni Association Board of Directors and served on the Board of Directors of NetSol from 2002-2003. Mr. Caton is a Chairman of the Compensation Committee and a member of the Audit and Nominating Committees. Mr. Caton received his BA from UCLA in psychology in 1971.

JEFFREY BILBREY joined the Boardboard of Directorsdirectors in March 2013 to fill a vacancy and was duly elected atto the annual shareholders meeting on May 29, 2013.

Jeffreyboard in 2014. Mr. Bilbrey is currently Vice President, Client Partner Services at Majesco as software solutions company. At Majesco, he is responsible for leading many of Information Services forthat company’s strategic client relationships, including managing business development and delivery objectives, top and bottom line P&L, customer satisfaction, and the overall client relationship sponsorship to all operating units of the diverse Majesco business. Prior to joining Majesco, Mr. Bilbrey served as the Associate CIO and Vice President of Cancer Treatment Centers of America (CTCA) and iswhere he was responsible for leading a highly talented ISIT group in providing technology solutions that improve patient care and safety and assist in winning the fight against cancer every day. Prior to CTCA Mr. Bilbrey served as Sr. Vice President, Technology Operations, for the Innovation Group, where he was a member of the technology board, guiding the strategic planning for technology products across seven countries. Additionally, his experience includes founding and leading a strategic IT consulting firm, advising on product launches, building an offshore outsourcing operation from the ground up, and leading multi-million multidisciplinary transformational programs. JeffreyMr. Bilbrey received his BSa B.S. in Management Information SystemSystems from the University of Wisconsin, Eau Claire in 1994.

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ASAD GHAURIwas elected to the board of directors in June 2014.


Mr. Asad Ghauri is the President of Asia Pacific where he oversees the sales, marketing2014 and product development programs for all new and existing markets and has held this position since 2011.   Mr. Asad Ghauri joined NetSol in 2004 as an associate business analyst where he assisted in demonstrating new products and applications to potential and new customers. From 2008-2011 Mr. Ghauri was the Senior Vice President of Sales in Asia Pacific where he conducted research, aligned product offerings with customer requirements to produce the most desired results for customers and the most competitive prices. He devised processes that would streamline sales goals, increase efficiency and decrease aggregate expenses. From 2011 to present, Mr. Ghauri is the President of Asia Pacific where he oversees the sales, marketing and product development programs for all new and existing markets. In 2002, Mr. Ghauri earned his Bachelor of Business Administration in Computer Information System from James Madison University in VirginiaVirginia. Mr. Ghauri currently resides in 2002.Bangkok, Thailand with his family.

CORPORATE GOVERNANCE


Code of Business Conduct & Ethics

The Company adopted its Code of Business Conduct & Ethics, as amended and restated on September 9, 2013, applicable to every officer, director and employee of the Company, including, but not limited to the Company’s principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. Our Code of Business Conduct & Ethics has been posted on our website and may be viewed atwww.netsoltech.com/us/investors/corporate-governance/lang/enhttp://ir.netsoltech.com/governance-docs.

Audit Committee

The Company has an audit committee whose members are the independent directors of the Company, specifically, Mr. Beckert, Mr. Burki Mr. Caton and Mr. Bilbrey. Mr. Burki is the current chairman of the audit committee.

Audit Committee Financial Expert

The Company has identified its audit chairperson, Mr. Shahid Javed Burki as its audit committee financial expert. Mr. Burki is an independent board member as the term is defined in the Nasdaq Listing Rules. Mr. Burki’s experience as Finance Minister of Pakistan, Chief Executive Officer of EMP Financial Advisors, his various roles at the World Bank, and his tenure as both an audit committee member and chair for the Company, provides him with an understanding of generally accepted accounting principles and financial reporting. Additionally, this experience provides an ability to assess the general application of accounting principles in connection with the accounting for estimates, accruals and reserves; experience analyzing financial statements that were comparable in the breadth and complexity of issues that can be reasonably expected to be raised by the Company’s financial statements; an understanding of internal control over financial reporting; and an understanding of audit committee functions.

26

ITEM 11- 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

NetSol Technologies’ Named Executive Officers, a group comprised of the Chief Executive Officer, the Chief Financial Officer the Chief Accounting Officer and the Secretary and General Counsel in the 2013-20142014-2015 fiscal year are the following individuals:

Najeeb Ghauri Chief Executive Officer
Roger K. Almond Chief Financial Officer
Boo-Ali Siddiqui Chief Accounting Officer
Patti L. W. McGlasson Sr. V.P. Legal and Corporate Affairs, Secretary and General Counsel

Compensation Philosophy and Objectives


The Compensation Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company, and which aligns executives’ interests with those of the stockholders by rewarding performance at or above established goals, with the ultimate objective of increasing stockholder value. The philosophy of the Compensation Committee is to evaluate both performance and compensation to ensure that we maintain our ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of our peer companies. To that end, the Compensation Committee believes executive compensation packages should include both cash and equity-based compensation that reward performance as measured against established goals.


30

Setting Executive Compensation


Management develops our compensation plans by utilizing publicly available compensation data in the media services and technology industries. We believe that the practices of these groups of companies provide us with appropriate compensation benchmarks, because these groups of companies are in similar businesses and tend to compete with us for executives and other employees. For benchmarking executive compensation, we typically review the compensation data we have collected from these groups of companies, as well as a subset of the data from those companies that have a similar number of employees as the Company. The Compensation Committee has determined to utilize the services of a consultant for purposes of comparing our compensation program with similarly situated companies in like industries. The recommendations of these consultants will be utilized by the Committee in determining the appropriate compensation packages. While these consultants may make general recommendations about the size and components of compensation, we anticipate our philosophy to continue on the basis of a pay-for-performance philosophy.


Based on management'smanagement’s analyses and recommendations, the Compensation Committee has approved a pay-for-performance compensation philosophy, which is intended to establish base salaries and total executive compensation (taking into consideration the executive'sexecutive’s experience and abilities) that are competitive with those companies with a similar number of employees represented in the compensation data we review.

We work within the framework of this pay-for-performance compensation philosophy to determine each component of an executive'sexecutive’s initial compensation package based on numerous factors, including:

• The individual's particular background, track record and circumstances, including training and prior relevant work experience;

• The individual's role with us and the compensation paid to similar persons in the companies represented in the compensation data that we review;

• The demand for individuals with the individual's specific expertise and experience;

• Performance goals and other expectations for the position; and,
• Uniqueness of industry skills.

The individual’s particular background, track record and circumstances, including training and prior relevant work experience;
The individual’s role with us and the compensation paid to similar persons in the companies represented in the compensation data that we review;
The demand for individuals with the individual’s specific expertise and experience;
Performance goals and other expectations for the position; and,
Uniqueness of industry skills.

The terms of each executive officer'sofficer’s compensation are derived from employment agreements negotiated between the Company and the executive. Each executive'sexecutive’s employment agreement is generally negotiated to cover a one to three-year period, and prescribes the base salary and other annual payments, if any, to the executive. Employment agreements for all executive officers are approved by the Board of Directors and the Compensation Committee. Employment agreements for other executives are approved by the Company'sCompany’s Chief Executive Officer.

2014

2015 Executive Compensation Components

For the fiscal year ended June 30, 2014,2015, the principal components of compensation that our named executive officers were eligible to receive were:

• Base salary;
• Long Term Equity Incentive Compensation;

Base salary;
Long Term Equity Incentive Compensation;
Performance-based incentive compensation (discretionary bonus); and,
● Perquisites and other personal benefits.

The Company’s executive compensation (discretionary bonus);program is intended to promote and

• Perquisites maintain stability within the executive team. The Company’s goal for its executive compensation program is to attract, motivate and other personal benefits.
retain a talented, entrepreneurial, ethical and creative team of executives who will provide leadership for the Company’s success in dynamic and competitive markets.

Base Salary

An executive'sexecutive’s base salary is evaluated together with components of the executive'sexecutive’s other compensation to ensure that the executive'sexecutive’s total compensation is consistent with our overall compensation philosophy.

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Base salaries are adjusted annually by the Compensation Committee.

The base salaries were established in arms-length negotiations between the executive and the Company, taking into account their extensive experience, knowledge of the industry, track record, and achievements on behalf of the Company.

Base salaries are adjusted annually by The Company expects each named executive officer to contribute to the Compensation Committee.  AsCompany’s overall success as a member of June 30, 2013, the annual review had not been completed and annual adjustments had not occurred.
executive team rather than focus solely on specific objectives within the officer’s area of responsibility.

Annual Bonus

Our compensation program includes eligibility for bonuses as rewarded by the Compensation Committee. All executives are eligible for annual performance-based cash bonuses in accordance with Company policies. The compensation committee takes into consideration the executive’s performance during the previous year to determine eligibility for discretionary bonuses. Further, the compensation committee will review, 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 per share profit targets.

Long-Term Equity Incentive Compensation

We believe that long-term performance is achieved through an ownership culture that encourages long-term participation by our executives in equity-based awards. Our various Employee Stock Option Plans allow us to grant stock options to employees. We currently make initial equity awards of stock options to new executives and certain non-executive employees in connection with their employment with the Company. Annual grants of options, if any, are approved by the Compensation Committee.

.

Equity Incentives. Executives, certain non-executive employees, and directors who join us may be awarded stock awards and/or stock option grants after they join the Company. These grants have an exercise price equal to the fair market value of our common stock on the grant date. Such awards are intended to provide the executive with incentive to build value in the organization over an extended period of time. The size of the stock option award is also reviewed in light of the executive'sexecutive’s track record, base salary, other compensation and other factors to ensure that the executive'sexecutive’s total compensation is in line with our overall compensation philosophy. A review of all components of compensation is conducted when determining equity awards to ensure that total compensation conforms to our overall philosophy and objectives.

Equity incentives provided to executives are determined by the Fair Market Value of our common stock on the grant date were provided to the executives as an adjustment of their overall compensation while taking in to account the need to continue to incentivize the executive to build value in the organization. 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.

Perquisites and Other Personal Benefits

We provide named executive officers with perquisites and other personal benefits that we believe are reasonable and consistent with our overall compensation program to better enable the Company to attract and retain superior employees for key positions. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to NetSol’s executive officers.

We maintain benefits and perquisites that are offered to all employees, including health insurance and dental insurance. Benefits and perquisites may vary in different country locations and are consistent with local practices and regulations.

Termination Based Compensation

Upon termination of employment, all executive officers with a written employment agreement are entitled to receive severance payments under their employment agreements. In determining whether to approve, and as part of the process of setting the terms of, such severance arrangements, the Compensation Committee recognizes that executives and officers often face challenges securing new employment following termination. Further, the Committee recognizes that many of the named executives and officers have participated in the Company since its founding and that this participation has not resulted in a return on their investments. Termination and Change in Control Payments considered both the risk and the dedication of these executives’ service to the Company.

32

Our Chief Executive 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 fourth 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 fourth anniversary of 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.

Our Chief AccountingFinancial 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 secondfirst 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 secondfirst 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.

The Secretary of the Company has an employment agreement that provides, if she is terminated without cause or if the executive terminates the agreement with Good Reason, she 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 her and her family until the end of the employment term and through the end of the second anniversary of 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.

29

Tax and Accounting Implications

Deductibility of Executive Compensation

As part of its role, the Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which provides that we may not deduct compensation of more than $1,000,000 that is paid to certain individuals. We believe that compensation paid under the management incentive plans is generally fully deductible for federal income tax purposes.

Accounting for Stock-Based Compensation

Commencing on July 1, 2006, we began accounting for stock-based payments, including awards under our Employee Stock Option Plans, in accordance with the of Financial Accounting Standards Board’s Accounting Standards Codification Topic 718,Compensation – Stock Compensation.

Summary Compensation


The following table shows the compensation for the fiscal year ended June 30, 20142015 and June 30, 2013,2014, 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.


33

  Name and Principle Position
 
Fiscal Year
Ended
 
 
Salary ($)
 
  
Bonus ($)
 
  Stock
Awards ($)
(1)
  
Option
Awards ($)
 
   All Other
Compensation
($)
   
Total ($)
 
 
  Najeeb Ghauri2014 $474,000  $166,667  $407,600  $248,996(2)  $68,139(3)  $1,365,402 
  CEO & Chairman2013 $393,750  $-  $-    (2)  $75,141(3)  $468,891 
 2012 $389,063  $-  $32,500  $225,093   $78,884   $725,540 
  Roger K Almond2014 $90,400  $-  $19,400  $-   $-   $109,800 
  Chief Financial Officer2013 $-  $-  $-  $-   $-   $- 
 2012 $-  $-  $-  $-   $-   $- 
  Boo-Ali Siddiqui2014 $125,000  $-  $145,600  $-   $-   $270,600 
  Chief Accounting Officer2013 $92,400  $-  $6,850  $-   $-   $99,250 
 2012 $90,300  $-  $17,875  $-   $-   $108,175 
  Patti L. W. McGlasson2014 $171,600  $5,000  $168,150  $-   $23,270(4)  $368,020 
  Secretary, General Counsel2013 $143,000  $-  $6,850  $-   $23,947(4)  $173,797 
 2012 $139,750  $-  $17,875  $-   $23,863(4)  $181,488 

Name and Principle Position Fiscal Year Ended  Salary ($)  Bonus ($)  Stock Awards ($) (1)  Option Awards ($)  All Other Compensation ($)  Total ($) 
Najeeb Ghauri  2015  $497,700  $-  $-  $-(2) $65,724(3) $563,424 
CEO & Chairman  2014  $474,000  $166,667  $407,600  $248,996(2)$68,139(3) $1,365,402 
   2013  $393,750  $-  $-   (2) $75,141(3) $468,891 
                             
Roger K Almond  2015  $128,433  $-  $60,000      $3,485(4) $191,918 
Chief Financial Officer  2014  $90,400  $-  $19,400  $-  $-(4) $109,800 
   2013  $-  $-  $-  $-  $-(4) $- 
                             
Patti L. W. McGlasson  2015  $188,180  $-  $-      $17,616(5) $205,796 
Secretary, General Counsel  2014  $171,600  $5,000  $168,150  $-  $23,270(5) $368,020 
   2013  $143,000  $-  $6,850  $-  $23,947(5) $173,797 

(1) The stock was awarded as compensation to the officers. See also Grants of Plan Based Awards.

(2) Consists of nil options, 200,000 options nil options and 50,000nil granted during fiscal years ended 2015, 2014 2013 and 20122013 respectively. The options vest quarterly over one year.

(3) Consists of $36,000, $36,000 and $36,000 paid for automobile and travel allowance, $16,758, $16,758 and $16,758 on account of life insurance and $12,966, $15,381 $22,383 and $26,126$22,383 paid for medical and dental insurance premiums paid by the Company for participation in the health insurance program for the fiscal years ended June 30, 2015, 2014 and 2013, and 2012, respectively.

(4) Consists of $9,000, $9,000$3,485, $nil and $9,000 paid for automobile allowance and $14,270, $14,947 and $14,863$nil paid for medical and dental insurance premiums for participation in the health insurance program for the fiscal year ended June 30, 2015, 2014 and 2013, respectively.

(5) Consists of $4,855, $9,000 and 2012,$9,000 paid for automobile allowance and $12,761, $14,270 and $14,947 paid for medical and dental insurance premiums for participation in the health insurance program for the fiscal year ended June 30, 2015, 2014 and 2013, respectively.

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Grants of Plan-Based Awards

In March, 2015, Mr. Roger Almond was granted 10,000 shares of common stock of the Company, which vest quarterly. The shares were approved by the Compensation Committee as an incentive for the named officer.

In June, 2014, Mr. Najeeb Ghauri was granted 50,000 shares of common stock of the Company, which vest quarterly. The shares were approved by the Compensation Committee as an incentive for the named officer.

In June, 2014, Mr. Boo-Ali Siddiqui and Ms. McGlasson were each granted 10,000 shares of common stock of the Company, which vest quarterly. The shares were approved by the Compensation Committee as an incentive for the named officers.

In June, 2014, Mr. Roger Almond was granted 5,000 shares of common stock of the Company. The shares vested immediately and were approved by the Compensation Committee as an incentive for the named officer.

In June, 2014, Ms. McGlasson was granted 5,000 shares of common stock of the Company vesting immediately.

In July, 2013, Mr. Boo-Ali Siddiqui and Ms. McGlasson were each granted 10,000 shares of common stock of the Company. The shares vested quarterly and were approved by the Compensation Committee as an incentive for the named officers.
��

In July, 2012, Mr. Boo-Ali Siddiqui andJune, 2014, Ms. McGlasson were eachwas granted 1,2505,000 shares of common stock of the Company. The shares vested immediately and were approved by the Compensation Committee as an incentive for the named officers.

officer.

In July, 2013, Ms. McGlasson was granted 10,000 shares of common stock of the Company. The shares vested quarterly and were approved by the Compensation Committee as an incentive for the named officer.

Discussion of Summary Compensation Table

The terms of our executive officers'officers’ compensation are derived from our employment agreements with them and the annual performance review by our Compensation Committee. The terms of Mr. Najeeb Ghauri’s employment agreement with the Company were the result of negotiations between the Company and the executive and were approved by our Compensation Committee and Board of Directors. The terms of Ms. McGlasson’s and Mr. Siddiqui’sAlmond’s employment agreement with the Company were the result of negotiations between our Chief Executive Officer and the employees and were approved by our Compensation Committee.   The terms of Mr. Almond’s consulting agreement with the Company were the result of negotiations between our Chief Executive Officer, Mr. Almond and were approved by our Compensation Committee.

34

Employment Agreement with Najeeb Ghauri

Effective January 1, 2007, the Company entered into an Employment Agreement with our Chief Executive Officer, Najeeb Ghauri (the “CEO Agreement”). The CEO Agreement was amended effective January 1, 2008, January 1, 2010 July 25, 2013 and again on June 30, 2014. Changes made in the June 30, 2014 amendment are effective July 1, 2014. Pursuant to the CEO Agreement, as amended, between Mr. Ghauri and the Company (the "CEO Agreement"“CEO Agreement”), the Company agreed to employ Mr. Ghauri as its Chief Executive Officer for a five year term. The term of employment automatically renews for 12 additional months unless notice of intent to terminate is received by either party at least 6 months prior to the end of the term. Under the CEO Agreement, Mr. Ghauri is entitled to an annualized base salary of $497,700 and is eligible for annual bonuses at the discretion of the Compensation Committee.

Bonuses may be paid in cash or shares of common stock. Mr. Ghauri also earnsearned 12,500 shares of common stock for each quarter of service commencing with the first quarter ended September 30, 2014 through the end of the fiscal year.June 30, 2015. Mr. Ghauri was granted options to purchase 200,000 shares common stock of which 25% of these options vest at the completion of each quarter. Mr. Ghauri is entitled to six weeks of paid vacation per calendar year, receives a car allowance totaling $3,000 per month for the term of the CEO Agreement, and the Company shall pay premiums not to exceed $16,600 (or $4,150 quarterly) for life insurance for the Executive.

The CEO Agreement also includes provisions respecting severance, non-solicitation, non-competition, and confidentiality obligations. Pursuant to the CEO 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 the termination date until 48 months thereafter, at the rate of salary in effect on the date of termination, immediate vesting of all options and, continuation of all health related plan benefits for a period of 48 months. He shall have no obligation to seek other employment and any income so earned shall not reduce the foregoing amounts. If he is terminated by the Company for Cause (as described below), or at the end of the employment term, he shall not be entitled to further compensation. Under the CEO Agreement, Good Reason includes the assignment of duties inconsistent with his title, a material reduction in salary and perquisites, the relocation of the Company'sCompany’s principal office by 30 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 CEO Agreement by the Company. Under the CEO 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 CEO Agreement by Mr. Ghauri.

The above summary of the CEO Agreement is qualified in its entirety by reference to the full text of the CEO Agreement, a copy of which was filed as an exhibit to the Company’s 10-KSB for the fiscal year ended June 30, 2007. The above summary of the First Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which was filed as an exhibit to the Company’s 10-KSB for the fiscal year ended June 30, 2008. The above summary of the Second Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which was filed as an exhibit to the Company’s 10-Q for the fiscal year ended December 31, 2009. The above summary of the Third Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which was filed as an exhibit to the Company’s 8-K filed on July 26, 2013. The above summary of the Fourth Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which was filed as an exhibit to the Company’s 8-K filed on July 3, 2014.

Consulting

Employment Agreement with Roger K. Almond

On September 9, 2013, Mr. Roger K. Almond was appointed to the position of Chief Financial Officer of NetSol Technologies, Inc.  Pursuant to the terms of his consulting agreement with the Company, Mr. Almond shall be paid on an hourly basis at the rate of $100 per hour with a minimum commitment of 20 hours per week.  The Agreement was amended on September 9, 2014 to extend the term to an additional one year period.
Employment Agreement with Boo-Ali Siddiqui

Effective AprilMarch 1, 2010,2015, the Company entered into an Employment Agreement with our Chief AccountingFinancial Officer, Mr. Boo-Ali Siddiqui.Roger K. Almond. Pursuant to the Employment Agreement, between Mr. SiddiquiAlmond and the Company (the "CAO Agreement"“CFO Agreement”), the original termCompany agreed to employ Mr. Almond as its Chief Financial Officer from the date of Mr. Siddiqui’s agreement was automatically extended for 30 day periods from March 31, 2011.the CFO Agreement through February 28, 2017. According to the terms of the CAOCFO Agreement, as amended, itthe term of the agreement automatically extends for an additional thirty-six monthone year period unless notice of intent to terminate is received by either party at least two weeks6 months prior to the end of the term. This Agreement was amended on July 25, 2013 and again on June 30, 2014.  Changes made in the June 30, 2014 amendment are effective July 1, 2014.  Under the CAOCFO Agreement, as amended, Mr. SiddiquiAlmond is entitled to an annualized base salary of $125,000$175,000 per annum, 10,000 shares of common stock to be granted in 25% tranches after each quarter of service through February 28, 2016, and is eligible for annual bonuses at the discretion of the Chief Executive Officer. In addition, Mr. Siddiqui shall also receive a totalAlmond is entitled to participate in the Company’s stock option plans and is entitled to four weeks of 10,000 shares of common stock to be granted in 25% tranches upon each completion of a quarter of service commencing with the quarter ending September 30, 2014 and continuing until June 30, 2015.

35

paid vacation per calendar year.

The CAOCFO Agreement also includes provisions respecting severance, non-solicitation, non-competition, and confidentiality obligations. Pursuant to the CAOCFO 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 the termination date until 2412 months thereafter, at the rate of salary in effect on the date of termination, immediate vesting of all options and, continuation of all health related plan benefits for a period of 2412 months. He shall have no obligation to seek other employment and any income so earned shall not reduce the foregoing amounts. If he is terminated by the Company for Cause (as described below), or at the end of the employment term, he shall not be entitled to further compensation. Under the CAOCFO Agreement, Good Reason includes the assignment of duties inconsistent with his title, a material reduction in salary and perquisites, the relocation of the Company'sCompany’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 CAOCFO Agreement by the Company. Under the CAOCFO 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 CAOCFO Agreement by Mr. Siddiqui.

Almond.

The above summary of the CAOCFO 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-Q for the quarter ended December 31, 2009.  The above summary of the amendment to the CFO Agreement, is qualified in its entirety by reference to the full text, a copy of which was filed as an exhibit to the Company’s 8-K filed on July 26, 2013 and the amendment filed as an exhibit to the Company’s 8-K filed on July 3, 2014.

March 4, 2015.

Employment Agreement with Patti L. W. McGlasson

Effective May 1, 2006, the Company entered into an Employment Agreement with our Secretary, General Counsel and Sr. Vice President, Legal and Corporate Affairs, Ms. Patti L. W. McGlasson. Pursuant to the Employment Agreement and its related amendments, between Ms. McGlasson and the Company (the "General“General Counsel Agreement"Agreement”), the Company agreed to employ Ms. McGlasson as its Secretary and General Counsel from the date of the General Counsel Agreement through June 30, 2017. According to the terms of the General Counsel 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. The General Counsel Agreement was amended on July 25, 2013 and again on June 30, 2014 (the General Counsel Agreement and all amendments referred to as the “GC Agreement”). Changes made in the June 30, 2014 amendment are effective July 1, 2014. Under the GC Agreement, Ms. McGlasson is entitled to an annualized base salary of $180,180 per annum, 10,000 shares of common stock to be granted in 25% tranches after each quarter of service through June 30, 2015, and is eligible for annual bonuses at the discretion of the Chief Executive Officer. In addition, Ms. McGlasson is entitled to participate in the Company'sCompany’s stock option plans and, is entitled to six weeks of paid vacation per calendar year.

The General Counsel Agreement also includes provisions respecting severance, non-solicitation, non-competition, and confidentiality obligations. Pursuant to the General Counsel Agreement, if she terminates her 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, she shall be entitled to all remaining salary from the termination date until 24 months thereafter, at the rate of salary in effect on the date of termination, immediate vesting of all options and, continuation of all health related plan benefits for a period of 24 months. She shall have no obligation to seek other employment and any income so earned shall not reduce the foregoing amounts. If she is terminated by the Company for Cause (as described below), or at the end of the employment term, she shall not be entitled to further compensation. Under the General Counsel Agreement, Good Reason includes the assignment of duties inconsistent with her title, a material reduction in salary and perquisites, the relocation of the Company'sCompany’s principal office by 60 miles, if the Company asks her to perform any act which is illegal, including the commission of a crime or act of moral turpitude, or a material breach of the General Counsel Agreement by the Company. Under the General Counsel Agreement, Cause includes conviction of crime involving moral turpitude, failure to perform her duties to the Company, engaging in activities which are directly competitive to or intentionally injurious to the Company, or any material breach of the General Counsel Agreement by Ms. McGlasson.

36

The above summary of the General Counsel Agreement is qualified in its entirety by reference to the full text of the General Counsel Agreement, a copy of which was filed as an exhibit to the Company’s 10-KSB for the fiscal year ended June 30, 2006 on September 27, 2006. The above summary is also qualified in its entirety by reference to the full text of the Amendment to the General Counsel Agreement, a copy of which was filed as an exhibit to the Company’s 10-Q for the quarter ended March 31, 2010. The above summary is also qualified in its entirety by reference to the full text of the Second Amendment to the General Counsel Agreement, a copy of which was filed as an exhibit to the Company’s 8-K filed on July 26, 2013. The above summary is also qualified in its entirety by reference to the full text of the Third Amendment to the General Counsel Agreement, a copy of which was filed as an exhibit to the Company’s 8-K filed on July 3, 2014.

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Outstanding Equity Awards at Fiscal Year-End

The following table shows grants of stock options and grants of unvested stock awards outstanding on June 30, 2014,2015, the last day of our fiscal year, to each of the individuals named in the Summary Compensation Table.

NAME
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS (#)
EXERCISABLE
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS (#)
UNEXERCISABLE 
OPTION
EXERCISE
PRICE ($) 
 OPTION
EXPIRATION
DATE
  Najeeb Ghauri30,000 6.502/12/19
 50,000 7.5011/7/21
 200,000 3.886/30/16
  Roger K Almond- - 
 - - 
  Boo-Ali Siddiqui- - 
 
-
 - 
  Patti L. W. McGlasson1,000 16.50 7/7/15
 1,000 16.007/23/17

NAME NUMBER OF SECURITIES UNDERLYING OPTIONS (#) EXERCISABLE  NUMBER OF SECURITIES UNDERLYING OPTIONS (#) UNEXERCISABLE  OPTION EXERCISE PRICE ($)  OPTION EXPIRATION DATE 
Najeeb Ghauri  180,671      3.88   6/30/16
   30,000      6.50   2/12/19
   50,000      7.50   11/7/21
                 
Roger K. Almond  -       -     
   -      -     
                 
Patti L. W. McGlasson  1,000      16.50   7/7/15
   1,000      16.00   7/23/17

Pension Benefits

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

Potential Payments upon Termination or Change of Control

Generally, regardless of the manner in which a named executive officer'sofficer’s employment terminates, he is entitled to receive amounts earned during his term of employment. Such amounts include the portion of the executive'sexecutive’s base salary that has accrued prior to any termination and not yet been paid and unused vacation pay.

In addition, we are required to make the additional payments and/or provide additional benefits to the individuals named in the Summary Compensation Table in the event of a termination of employment or a change of control, as set forth below.

Change-in-Control Payments

Najeeb Ghauri, Chairman and Chief Executive Officer

In the event that Mr. Ghauri is terminated as a result of a change in control (defined below), he is entitled to all payments due in the event of a termination for Cause or Good Reason and: (a) a onetime payment equal to the product of 2.99 and his salary during the preceding 12 months; (b) a one-time payment equal to the higher of (i) Executive’s bonus for the previous year and (ii) one percent of the Company’s consolidated gross revenues for the previous twelve (12) months; and, at the election of the Executive, (c) a one-time cash payment equal to the cash value of all shares eligible for exercise upon the exercise of Executive’s Options then currently outstanding and exercisable as if they had been exercised in full (the “Change of Control Termination Payment”). In the event Executive elects to receive the cash value of the shares underlying Executive’s options, he shall so notify the Company of his intent.


38

The following table summarizes the potential payments to Mr. Ghauri assuming his employment with us was terminated or a change of control occurred on June 30, 2014,2015, the last day of our most recently completed fiscal year.

 BENEFITS AND PAYMENTS CHANGE OF CONTROL  
TERMINATION UPON
DEATH OR DISABILITY
  
TERMINATION BY US
WITHOUT CAUSE OR
BY EXECUTIVE FOR
GOOD REASON
 
          
 Base Salary $1,422,000  $-  $1,422,000 
 Bonus  -         
 Salary Multiple Pay-out  1,417,260         
 Bonus or Revenue One-time Pay-Out  363,848         
 Net Cash Value of Options  1,346,000         
             
Total $4,549,108  $-  $1,422,000 
Boo-Ali Siddiqui,

BENEFITS AND PAYMENTS TERMINATION AFTER CHANGE OF CONTROL  TERMINATION UPON DEATH OR DISABILITY  TERMINATION BY US WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON 
             
Base Salary Continuance $1,990,800  $82,950  $1,990,800 
Health Related Benefits  51,888   -   51,888 
Bonus  -   -   - 
Salary Multiple Pay-out  1,488,123   -   - 
Bonus or Revenue One-time Pay-Out  510,486   -   - 
Net Cash Value of Options  1,271,003   -   - 
             
Total $5,312,300  $82,950  $2,042,688 

Roger Almond, Chief AccountingFinancial Officer

In the event that Mr. SiddiquiAlmond is terminated as a result of a change in control (defined below), he is entitled to all payments due in the event of a termination for Cause or Good Reason and: (a) a onetime payment equal to the product of 2.99 and his salary during the preceding 612 months; (b) a one-time payment equal to the higher of (i) Executive’s bonus for the previous year and (ii) one-half of one percent of the Company’s consolidated gross revenues for the previous six (6)twelve (12) months (the “Change of Control Termination Payment”).

The following table summarizes the potential payments to Mr. SiddiquiAlmond assuming his employment with us was terminated or a change of control occurred on June 30, 2014,2015, the last day of our most recently completed fiscal year.

BENEFITS AND PAYMENTS TERMINATION AFTER CHANGE OF CONTROL  TERMINATION UPON DEATH OR DISABILITY  TERMINATION BY US WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON 
             
Base Salary Continuance $175,000  $29,167  $175,000 
Health related benefits  18,708   -   18,708 
Bonus  -   -   - 
Salary Multiple Pay-out  384,015   -   - 
Bonus or Revenue One-time Pay-Out  255,243   -   - 
Net Cash Value of Options  -   -   - 
             
Total $832,966  $29,167  $193,708 

34
 BENEFITS AND PAYMENTS CHANGE OF CONTROL  
TERMINATION UPON
DEATH OR DISABILITY
  
TERMINATION BY US
WITHOUT CAUSE OR
BY EXECUTIVE FOR
GOOD REASON
 
          
 Base Salary $62,500  $-  $62,500 
 Bonus  -         
 Salary Multiple Pay-out  186,875         
 Bonus or Revenue One-time Pay-Out  181,924         
 Net Cash Value of Options  -         
             
Total $431,299  $-  $62,500 
39

Patti L. W. McGlasson, Senior V.P. of Legal and Corporate Affairs, Secretary and General Counsel

In the event that Ms. McGlasson is terminated as a result of a change in control (defined below), she is entitled to all payments due in the event of a termination for Cause or Good Reason and: (a) a onetime payment equal to the product of 2.99 and her salary during the preceding 12 months; (b) a one-time payment equal to the higher of (i) Executive’s bonus for the previous year and (ii) one-half of one percent of the Company’s consolidated gross revenues for the previous twelve (12) months; and, at the election of the Executive, (c) a one-time cash payment equal to the cash value of all shares eligible for exercise upon the exercise of Executive’s Options then currently outstanding and exercisable as if they had been exercised in fullmonths (the “Change of Control Termination Payment”). In the event Executive elects to receive the cash value of the shares underlying Executive’s options, she shall so notify the Company of her intent.

The following table summarizes the potential payments to Ms. McGlasson assuming her employment with us was terminated or a change of control occurred on June 30, 2014,2015, the last day of our most recently completed fiscal year.

 BENEFITS AND PAYMENTS CHANGE OF CONTROL  
TERMINATION UPON
DEATH OR DISABILITY
  
TERMINATION BY US
 WITHOUT CAUSE OR
BY EXECUTIVE FOR
GOOD REASON
 
          
 Base Salary $171,600  $-  $171,600 
 Bonus  -         
 Salary Multiple Pay-out  513,084         
 Bonus or Revenue One-time Pay-Out  181,924         
 Net Cash Value of Options  32,500         
             
Total $899,108  $-  $171,600 

BENEFITS AND PAYMENTS TERMINATION AFTER CHANGE OF CONTROL  TERMINATION UPON DEATH OR DISABILITY  TERMINATION BY US WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON 
             
Base Salary Continuance $360,360  $30,030  $360,360 
Health related benefits  25,512   -   25,512 
Bonus  -   -   - 
Salary Multiple Pay-out  538,738   -   - 
Bonus or Revenue One-time Pay-Out  255,243   -   - 
Net Cash Value of Options  -   -   - 
             
Total $1,179,853  $30,030  $385,872 

Director Compensation

Director Compensation Table

The 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'sCompany’s compensation policies for the fiscal year ended June 30, 2014,2015, other than Najeeb Ghauri, Naeem Ghauri and Asad Ghauri who are paid as part of their employment agreements with the Company or its subsidiaries and not as directors.

 NAME 
FEES EARNED
OR PAID
IN CASH
($)
  
SHARES
AWARDS
($) (1)
  
TOTAL
($)
 
 Eugen Beckert  40,200   18,028   58,228 
 Shahid Javed Burki  46,900   21,029   67,929 
 Mark Caton  43,548   19,608   63,156 
 Jeffrey M. Bilbrey  33,500   15,016   48,516 

NAME FEES
EARNED
OR PAID
IN CASH
($)
  SHARES AWARDS
($) (1)
  TOTAL
($)
 
Eugen Beckert  42,210   38,800   81,010 
Shahid Javed Burki  49,245   38,800   88,045 
Mark Caton  45,725   38,800   84,525 
Jeffrey M. Bilbrey  35,175   38,800   73,975 

(1)During the fiscal year ended June 30, 2014, 5,1732015, 41,726 shares were issued andto independent directors out of which 1,726 were accruedrelated to be issued to independent directors.fiscal year 2014.

35
40

Director Compensation Policy

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

The non-employee members of our Board of Directors received as compensation for services as directors as well as reimbursement for documented reasonable expenses incurred in connection with attendance at meetings of our Board of Directors and the committees thereof. The Company paid the following amounts to members of the Board of Directors for the activities shown during the fiscal year ended June 30, 2014.

BOARD ACTIVITY 
CASH
PAYMENTS
 
Board Member Fee $134,000 
Chairperson for Audit Committee $13,400 
Chairperson for Compensation Committee $10,048 
Chairperson for Nominating and Corporate Governance Committee $6,700 
     
   164,148 
2015.

BOARD ACTIVITY CASH
PAYMENTS
 
Board Member Fee $140,700 
Chairperson for Audit Committee  14,070 
Chairperson for Compensation Committee  10,550 
Chairperson for Nominating and Corporate Governance Committee  7,035 
  $172,355 

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.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee are Messrs. Caton (Chairman), Mr. Beckert, Mr. Burki and Mr. Bilbrey. During the fiscal year ended June 30, 2014.  There were no other members of the committee during the fiscal year ended June 30, 2014.2015. All current members of the Compensation Committee are "independent directors"“independent directors” as defined under the NASDAQ Listing Rules. None of these individuals were at any time during the fiscal year ended June 30, 2014,2015, or at any other relevant time, an officer or employee of the Company.

No 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'sCompany’s Board of Directors or Compensation Committee.

Employee Stock Option Plans


The 2001 plan authorizes the issuance of up to 200,000 options to purchase common stock of which 200,000 have been granted. The grant prices range between $7.50 and $25.00.


The 2002 plan authorizes the issuance of up to 200,000 options to purchase common stock of which 199,913 options have been granted. The grant prices range between $3.00 and $50.00.


In March 2004, our shareholders approved the 2003 stock option plan. This plan authorizes up to 200,000 options to purchase common stock of which 198,000 have been granted. The grant prices range between $5.00 and $50.00.


In March 2005, our shareholders approved the 2004 stock option plan. This plan authorizes up to 500,000 options to purchase common stock of which 460,526 have been granted. The grant prices range between $3.00 and $28.90.


In April 2006, our shareholders approved the 2005 stock option plan. This plan authorizes up to 500,000 options to purchase common stock of which 440,947 have been granted. The grant prices range between $3.00 and $26.20.


In June 2008, our shareholders approved the 2008 Equity incentive plan. This plan authorizes up to 100,000 grants and/or options of common stock of which 100,000 have been granted. The grant prices range between $3.20 and $23.20.


41

In May 2011, our shareholders approved the 2011 Equity Incentive Plan.incentive plan. This plan authorizes up to 500,000 grants and/or options of common stock of which 500,000 have been granted. The grant prices range between $3.00 and $16.70.


In July 2013, our shareholders approved the 2013 Equity Incentive Plan.incentive plan. This plan authorizes up to 1,250,000 grants and/or options of common stock of which 69,994931,995 have been granted. The grant price wasprices range between $2.90 and $10.68.


In May 2015, our shareholders approved the 2015 Equity incentive plan. This plan authorizes up to 1,250,000 grants and/or options of common stock of which nil have been granted.

36

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


The following table sets forth certain information regarding the beneficial ownership of the Company'sCompany’s Common Stock, its only class of outstanding voting securities as of September 5, 2014,10, 2015, 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'sCompany’s present directors and officers, and (iii) all officers and directors as a group:


Name of Beneficial Owner   
Number of Shares
Beneficial Owned
  Percentage 
Najeeb Ghauri(3)  485,296   5.02%
Naeem Ghauri(3)  350,981   3.68%
Eugen Beckert(3)  34,044   * 
Jeffery Bilbrey(3)  5,114   * 
Shahid Javed Burki(3)  52,686   * 
Mark Caton(3)  29,429   * 
Asad Ghauri(3)  52,334   * 
Patti McGlasson(3)  47,384   * 
Boo-Ali Siddiqui(3)  27,834   * 
Roger Almond(3)  5,000   * 
All officers and directors as a group (ten persons)   1,090,102   11.40%

    Number of Shares    
Name of Beneficial Owner   Beneficially Owned  Percentage 
Najeeb Ghauri (3)  753,294   6.81%
Naeem Ghauri (3)  479,315   4.44%
Eugen Beckert (3)  36,288   *
Jeffery Bilbrey (3)  11,428   *
Shahid Javed Burki (3)  75,500   *
Mark Caton (3)  35,636   *
Asad Ghauri (3)  62,500   *
Patti McGlasson (3)  49,550   *
Roger Almond (3)  11,667   *
All officers and directors as a group (ten persons)     1,515,178   13.98%

* Less than one percent


(1) Except as otherwise indicated, the Company believes that the beneficial owners of the common stock listed below, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

(2) Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Shares of common stock relating to options currently exercisable or exercisable within 60 days of September 11, 2014, 4, 2015,are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them. Includes shares issuable upon exercise of options exercisable within 60 days, as follows: Mr. Najeeb Ghauri, 85,000; Mr. Naeem Ghauri, 75,962; Mr. Eugen Beckert, 10,000; Mr. Shahid Burki, 10,000; and Ms. Patti McGlasson, 2,000.Share numbers have been adjusted to reflect the 1 for 10 reverse stock split effective August 13, 2012.

(3) Address c/o NetSol Technologies, Inc. at 24025 Park Sorrento, Suite 410, Calabasas, CA 91302.

(4) Shares issued and outstanding as of September 5, 20144, 2015 were 9,179,615.10,312,326.

37

42

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.


In July 2011,2014, the board approved compensation for service on the Audit, Compensation and Nominating and Corporate Governance Committees. This compensation is discussed in the sections entitled “Directors’ Compensation” beginning on page 40.37. See the discussion of Director Independence beginning on page 26.


24.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

Kabani & Co. audited the Company’s financial statements for the fiscal years ended June 30, 20142015 and June 30, 2013.2014. The aggregate fees billed by Kabani & Co. for the annual audit and review of financial statements included in the Company’s Form 10-K, services related to providing an opinion in connection with our public offering of shares of common stock and/or services that are normally provided by Kabani & Company that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the year ended June 30, 20142015 was $255,000$250,000 and for the year ended June 30, 20132014 was $240,000.

$255,000.

Tax Fees

Tax fees for fiscal year 2015 were $15,000 and consisted of the preparation of the Company’s federal and state tax returns for the fiscal years 2014. Tax fees for fiscal year 2014 were $15,000 and consisted of the preparation of the Company’s federal and state tax returns for the fiscal yearsyear 2013.  Tax fees for fiscal year 2013 were $15,000 and consisted of the preparation of the Company’s federal and state tax returns for the fiscal year 2012.

All Other Fees

No other fees were paid to Kabani & Co. during the fiscal year 20142015 and 2013.

2014.

Pre-Approval Procedures

The Audit Committee and the Board of Directors are responsible for the engagement of the independent auditors and for approving, in advance, all auditing services and permitted non-audit services to be provided by the independent auditors. The Audit Committee maintains a policy for the engagement of the independent auditors that is intended to maintain the independent auditor’s independence from NetSol. In adopting the policy, the Audit Committee considered the various services that the independent auditors have historically performed or may be needed to perform in the future. The policy, which is to be reviewed and re-adopted at least annually by the Audit Committee:

 (i)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;
   
 (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; and,
   
 (iii)Prohibits the performance by the independent auditors of certain types of services due to the likelihood that their independence would be impaired.
43

Any approval required under the policy must be given by the Audit Committee, by the Chairman of the Committee in office at the time, or by any other Committee member to whom the Committee has delegated that authority. The Audit Committee does not delegate its responsibilities to approve services performed by the independent auditors to any member of management.

The 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’ independence under guidelines of the Securities and Exchange Commission and applicable professional standards. Relevant considerations include, but are not limited to, whether the work product is likely to be subject to, or implicated in, audit procedures during the audit of NetSol’s financial statements; whether the independent auditors would be functioning in the role of management or in an advocacy role; whether performance of the service by the independent auditors would enhance NetSol’s ability to manage or control risk or improve audit quality; whether performance of the service by the independent auditors would increase efficiency because of their familiarity with NetSol’s business, personnel, culture, systems, risk profile and other factors; and whether the amount of fees involved, or the proportion of the total fees payable to the independent auditors in the period that is for tax and other non-audit services, would tend to reduce the independent auditors’ ability to exercise independent judgment in performing the audit.

44

PART IV


ITEM 15 -15. EXHIBITS AND REPORTS ON FORM 8-K


(a) Exhibits

3.1

Articles of Incorporation of Mirage Holdings, Inc., a Nevada corporation, dated March 18, 1997,incorporated by reference as Exhibit 3.1 to NetSol’s Registration Statement No. 333-28861 filed on Form SB-2 filed June 10, 1997.*

3.2 
3.2Amendment to Articles of Incorporation dated May 21, 1999, incorporated by reference as Exhibit 3.2 to NetSol’s Annual Report for the fiscal year ended June 30, 1999 on Form 10K-SB filed September 28, 1999.*
3.3 
3.3Amendment to the Articles of Incorporation of NetSol International, Inc. dated March 20, 2002 incorporated by reference as Exhibit 3.3 to NetSol’s Annual Report on Form 10-KSB/A filed on February 2, 2001.*
3.4 
3.4Amendment to the Articles of Incorporation of NetSol Technologies, Inc. dated August 20, 2003 filed as Exhibit A to NetSol’s Definitive Proxy Statement filed June 27, 2003.*
3.5 
3.5Amendment to the Articles of Incorporation of NetSol Technologies, Inc. dated March 14, 2005 filed as Exhibit 3.0 to NetSol’s quarterly report filed on Form 10-QSB for the period ended March 31, 2005.*
3.6 
3.6Amendment to the Articles of Incorporation dated October 18, 2006 filed as Exhibit 3.5 to NetSol’s Annual Report for the fiscal year ended June 30, 2007 on Form 10-KSB.*
3.7 
3.7Amendment to Articles of Incorporation dated May 12, 2008*
3.8 
3.8Bylaws of Mirage Holdings, Inc., as amended and restated as of November 28, 2000 incorporated by reference as Exhibit 3.3 to NetSol’s Annual Report for the fiscal year ending in June 30, 2000 on Form 10K-SB/A filed on February 2, 2001.*
3.9 
3.9Amendment to the Bylaws of NetSol Technologies, Inc. dated February 16, 2002 incorporated by reference as Exhibit 3.5 to NetSol’s Registration Statement filed on Form S-8 filed on March 27, 2002.*
4.1 
4.1Form of Common Stock Certificate*
4.2 
4.2Form of Warrant*.
4.3 
4.3Form of Series A 7% Cumulative Preferred Stock filed as Annex E to NetSol’s Definitive Proxy Statement filed September 18, 2006*.
10.1 
10.1Company Stock Option Plan dated May 18, 1999 incorporated by reference as Exhibit 10.2 to the Company’s Annual Report for the Fiscal Year Ended June 30, 1999 on Form 10K-SB filed September 28, 1999.*
10.2 
10.2Company Stock Option Plan dated April 1, 1997 incorporated by reference as Exhibit 10.5 to NetSol’s Registration Statement No. 333-28861 on Form SB-2 filed June 10, 1997*
10.3 
10.3Company 2003 Incentive and Nonstatutory incorporated by reference as Exhibit 99.1 to NetSol’s Definitive Proxy Statement filed February 6, 2004.*
10.4 
10.4Company 2001 Stock Options Plan dated March 27, 2002 incorporated by reference as Exhibit 5.1 to NetSol’s Registration Statement on Form S-8 filed on March 27, 2002.*
10.5 
10.5Company 2008 Equity Incentive Plan incorporated by reference as Annex A to NetSol’s Definitive Proxy Statement filed May 28, 2008.*
10.6 
10.6Stock 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.*
10.7 
10.7Employment Agreement by and between NetSol Technologies, Inc. and Patti L. W. McGlasson dated May 1, 2006 incorporated by reference as Exhibit 10.20 to NetSol’s Annual Report on form 10-KSB dated September 18, 2006.*
10.8 
10.8Employment Agreement by and between the Company and Najeeb Ghauri dated January 1, 2007 filed as Exhibit 10.11 to the Company’s Annual Report filed on Form 10-KSB for the year ended June 30, 2007.*
10.9 
10.9Employment Agreement by and between the Company and Naeem Ghauri dated January 1, 2007 filed as Exhibit 10.11 to the Company’s Annual Report filed on Form 10-KSB for the year ended June 30, 2007.*
10.10 
10.1010.15 Amendment to Employment Agreement by and between Company and Najeeb Ghauri dated effective January 1, 2007.*
10.11 
10.11Amendment to Employment Agreement by and between Company and Naeem Ghauri dated effective January 1, 2007. *
10.12 
10.12Tenancy Agreement by and between NetSol Technologies, Ltd. and Beijing Lucky Goldstar Building Development Co. Ltd. dated June 26, 2007 filed as Exhibit 10.21 to the Company’s Annual Report filed on Form 10-KSB for the year ended June 30, 2007.*
10.13 
10.13Company 2005 Stock Option Plan incorporated by reference as Exhibit 99.1 to NetSol’s Definitive Proxy Statement filed on March 3, 2006.*
10.14 
10.14Company 2004 Stock Option Plan incorporated by reference as Exhibit 99.1 to NetSol’s Definitive Proxy Statement filed on February 7, 2005.*
10.15 
10.15Rent Agreement by and between Mr. Tahir Mehmood Khan and NetSol Technologies Ltd. Dated January 21, 2008. *
45

10.1610.16Amendment to Employment Agreement by and between Company and Najeeb Ghauri dated effective January 1, 2010. *
10.17 
10.17Amendment to Employment Agreement by and between Company and Naeem Ghauri dated effective January 1, 2010.*
10.18 
10.18Office Lease by and between NetSol Technologies North America, Inc. and Legacy Partners I Alameda Mariner Loop, LLC dated November 27, 2009.*
10.19 
10.19Amendment to Employment Agreement by and between Company and Patti L. W. McGlasson dated effective April 1, 2010.*
10.20 
10.20Employment Agreement by and between Company and Boo-Ali Siddiqui dated effective April 1, 2010.*
10.21 
10.21Amendment to Employment Agreement between NetSol Technologies, Inc. and Najeeb Ghauri dated effective July 25, 2013.*
10.22 
10.22Amendment to Employment Agreement between NetSol Technologies, Inc. and Boo-Ali Siddiqui dated effective July 25, 2013.*
10.23 
10.23Amendment to Employment Agreement between NetSol Technologies, Inc. and Patti L.W. McGlasson dated effective July 25, 2013.*
10.24 
10.24Restated Charter of the Compensation Committee dated effective September 10, 2013*
10.25 
10.25Restated Charter of the Nominating and Corporate Governance Committee dated effective September 10, 2013.*
10.26 
10.26Restated Charter of the Audit Committee dated effective September 10, 2013*
10.27 
10.27Restated Code of Business Conduct & Ethics dated effective September 10, 2013*
10.28 
10.28Consulting Agreement between Roger Almond and NetSol Technologies, Inc. dated September 9, 2013.*
10.29 
10.29Amendment to Consulting Agreement between Roger Almond and NetSol Technologies, Inc. dated September 9, 2014(1)*
46

21.1 

10.30

Fourth amendment to Employment Agreement between NetSol Technologies, Inc. and Najeeb Ghauri dated effective June 30,2014 incorporated by reference as exhibit 10.38 to the Current Report filed on Form 8-K on July 3, 2014.*

10.31

Third amendment to Employment Agreement between NetSol Technologies, Inc. and Patti L. W. McGlasson dated effective June 30,2014 incorporated by reference as exhibit 10.40 to the Current Report filed on Form 8-K on July 3, 2014.*

10.32

Employment Agreement between NetSol Technologies, Inc. and Roger K. Almond dated effective March 1, 2015, incorporated by reference as exhibit 10.46 to the Current Report filed on form 8-K on March 3, 2015.*

21.1A list of all subsidiaries of the Company(1)
31.1 
31.1Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CEO) (1)
31.2
 
31.2Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CFO) (1)
32.1
 
32.1Certification 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
 
32.2Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002 (CFO)(1)

*Previously Filed

(1) Filed Herewith




47

SIGNATURES


In 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.

 NetSol Technologies, Inc.
  
Date: September 15, 20142015BY:/S/S/ NAJEEB GHAURI
  Najeeb Ghauri
  Chief Executive Officer
   
Date: September 15, 20142015BY:/S/ ROGER K. ALMOND
  Roger K. Almond
  Chief Financial Officer
  Principal Financial Officer
Date: September 15, 2014BY:/S/ BOO-ALI SIDDIQUI
Boo-Ali Siddiqui
Chief Accounting Officer
Principal Accounting Officer
48

In 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.


Date: September 15, 20142015BY:/S/S/ NAJEEB U. GHAURI
  Najeeb U. Ghauri
  Chief Executive Officer
  Director, Chairman
   
Date: September 15, 20142015BY:/S/ ROGER K. ALMOND
  Roger K. Almond
  Chief Financial Officer
  Principal FinancialAccounting Officer
   
Date: September 15, 20142015BY:/S/ BOO-ALI SIDDIQUI
Boo-Ali Siddiqui
Chief Accounting Officer
Principal Accounting Officer
Date: September 15, 2014BY:/S/ NAEEM GHAURI
  Naeem Ghauri
Date: September 15, 2014BY:/S/ ASAD GHAURI
  Director
   
Date: September 15, 2015BY:/S/ ASAD GHAURI
Asad Ghauri
Director
   
Date: September 15, 20142015BY:/S/ EUGEN BECKERT
  Eugen Beckert
  Director
   
Date: September 15, 20142015BY:/S/ SHAHID JAVED BURKI
  Shahid Javed Burki
  Director
   
Date: September 15, 20142015BY:BY/S/ MARK CATON
  Mark Caton
  Director
   
Date: September 15, 20142015BY:BY/S/ JEFFREY BILBREY
  Jeffrey Bilbrey
  Director
49

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 
F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Director

Directors
NetSol Technologies, Inc. and subsidiaries

Calabasas, California

We have audited the accompanying consolidated balance sheets of NetSol Technologies, Inc. and subsidiaries (The(the “Company”) as of June 30, 20142015 and 2013,2014, and the related consolidated statements of operations, and comprehensive income (loss), stockholders’ equity and cash flows for each of the two years in the two-year period then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of NetSol Technologies, Inc. and subsidiaries as of June 30, 20142015 and 20132014 and the results of their operations and their cash flows for each of the two years in the two-year period then ended in conformity with accounting principles generally accepted in the United States of America.


Los Angeles, CA


September 15, 20142015

F-2
 
F-2

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Consolidated Balance Sheets

As of June 30,
ASSETS 2014  2013 
Current assets:      
Cash and cash equivalents $11,462,695  $7,874,318 
Restricted cash  2,528,844   1,875,237 
Accounts receivable, net  5,403,165   12,761,375 
Accounts receivable, net-related party  2,232,610    1,922,837 
Revenues in excess of billings  2,377,367   15,367,198 
Other current assets  2,857,879   2,273,314 
Total current assets  26,862,560   42,074,279 
Investment under equity method  -   545,483 
Property and equipment, net  29,721,128   20,978,369 
Intangible assets, net  28,803,018   29,452,654 
Goodwill  9,516,568   9,653,330 
Total assets $94,903,274  $102,704,115 
         
LIABILITIES AND STOCKHOLDERS' EQUITY    
Current liabilities:        
Accounts payable and accrued expenses $5,234,887  $4,027,147 
Current portion of loans and obligations under capitalized leases  5,791,258   5,308,626 
Unearned revenues  3,239,852   2,446,018 
Common stock to be issued  347,518   88,325 
Total current liabilities  14,613,515   11,870,116 
Long term loans and obligations under capitalized leases; less current maturities
  1,532,080   1,412,212 
Total liabilities  16,145,595   13,282,328 
Commitments and contingencies        
Stockholders' equity:        
Preferred stock, $.01 par value; 500,000 authorized  -   - 
Common stock, $.01 par value; 14,500,000 shares authorized; 9,150,889 and 8,929,523 issued and outstanding as of June 30, 2014 and 2013
  91,509   89,295 
Additional paid-in-capital  115,394,097   114,292,510 
Treasury stock  (415,425)  (415,425)
Accumulated deficit  (35,177,303)  (23,821,256)
Stock subscription receivable  (2,280,488)  (2,280,488)
Other comprehensive loss  (14,979,223)  (15,714,112)
Total NetSol stockholders' equity  62,633,167   72,150,524 
Non-controlling interest  16,124,512   17,271,263 
Total stockholders' equity  78,757,679   89,421,787 
Total liabilities and stockholders' equity $94,903,274  $102,704,115 

 2015  2014 
ASSETS      
Current assets:        
Cash and cash equivalents $14,168,957  $11,462,695 
Restricted cash  90,000   2,528,844 
Accounts receivable, net of allowance of 524,565 and 1,088,172  6,480,344   5,219,275 
Accounts receivable, net - related party  3,491,899   2,416,500 
Revenues in excess of billings  5,267,275   2,377,367 
Other current assets  2,012,190   2,857,879 
Total current assets  31,510,665   26,862,560 
Property and equipment, net  25,119,634   29,721,128 
Intangible assets, net  22,815,467   28,803,018 
Goodwill  9,516,568   9,516,568 
Total assets $88,962,334  $94,903,274 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable and accrued expenses $5,952,561  $5,234,887 
Current portion of loans and obligations under capitalized leases  3,896,353   5,791,258 
Unearned revenues  4,897,327   3,239,852 
Common stock to be issued  88,324   347,518 
Total current liabilities  14,834,565   14,613,515 
Long term loans and obligations under capitalized leases;less current maturities  487,492   1,532,080 
Total liabilities  15,322,057   16,145,595 
Commitments and contingencies        
Stockholders’ equity:        
Preferred stock, $.01 par value; 500,000 shares authorized;  -   - 
Common stock, $.01 par value; 14,500,000 shares authorized; 10,307,826 shares issued and 10,280,547 outstanding as of June 30, 2015 and 9,150,889 shares issued and 9,123,610 outstanding as of June 30, 2014  103,078   91,509 
Additional paid-in-capital  119,209,807   115,394,097 
Treasury stock (27,279 shares)  (415,425)  (415,425)
Accumulated deficit  (40,726,121)  (35,177,303)
Stock subscription receivable  (1,204,603)  (2,280,488)
Other comprehensive loss  (17,167,100)  (14,979,223)
Total NetSol stockholders’ equity  59,799,636   62,633,167 
Non-controlling interest  13,840,641   16,124,512 
Total stockholders’ equity  73,640,277   78,757,679 
Total liabilities and stockholders’ equity $88,962,334  $94,903,274 

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

F-3
 
F-3

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Consolidated Statements of Operations

For the Years Ended June 30,
  2014  2013 
Net Revenues:      
License fees $5,433,053  $17,756,447 
Maintenance fees  10,527,216   9,550,471 
Services  15,453,740   18,807,962 
Services-related party  4,970,794   3,734,583 
 Total net revenues  36,384,803   49,849,463 
         
Cost of revenues:        
Salaries and consultants  15,621,806   11,256,982 
Travel  1,705,554   1,673,988 
Depreciation and amortization  6,844,588   3,666,102 
Other  3,548,392   3,704,667 
Total cost of revenues  27,720,340   20,301,739 
         
Gross profit  8,664,463   29,547,724 
         
Operating expenses:        
Selling and marketing  4,572,108   3,387,803 
Depreciation and amortization  1,886,148   1,555,402 
General and administrative  15,046,328   10,994,053 
Research and development cost  249,712   158,821 
Total operating expenses  21,754,296   16,096,079 
         
Income (loss) from operations  (13,089,833)  13,451,645 
         
Other income and (expenses)        
Gain (loss) on sale of assets  (229,805)  3,682 
Interest expense  (255,677)  (663,967)
Interest income  261,251   185,343 
Gain on foreign currency exchange transactions  50,777   1,367,448 
Share of net income (loss) from equity investment  (545,483)  482,664 
Amortization of financing costs  -   (635,882)
Other income  50,578   148,298 
Total other income (expenses)  (668,359)  887,586 
         
Net income (loss) before  income taxes  (13,758,192)  14,339,231 
Income tax provision  (338,282)  (465,426)
Net income (loss) from continuing operations  (14,096,474)  13,873,805 
Income (loss) from discontinued operations net of gain on disposal  1,158,752   (1,785,750)
Net income (loss)  (12,937,722)  12,088,055 
Non-controlling interest  1,581,675   (4,224,912)
Net income (loss) attributable to NetSol $(11,356,047) $7,863,143 
         
Amount attributable to NetSol common shareholders:        
Income (loss) from continuing operations $(12,514,799) $9,648,893 
Income (loss) from discontinued operations  1,158,752   (1,785,750)
Net income (loss) $(11,356,047) $7,863,143 
         
Net income (loss) per share:        
Net income (loss) per share from continuing operations:        
Basic $(1.38) $1.18 
Diluted $(1.38) $1.16 
         
Net income (loss) per share from discontinued operations:        
Basic $0.13  $(0.22)
Diluted $0.13  $(0.22)
         
Net income (loss) per common share        
Basic $(1.25) $0.96 
Diluted $(1.25) $0.95 
         
Weighted average number of shares outstanding        
Basic  9,063,345   8,201,247 
Diluted  9,063,345   8,288,951 

  2015  2014 
Net Revenues:        
License fees $6,328,989  $5,433,053 
Maintenance fees  12,196,073   10,034,681 
Services  24,827,822   15,230,708 
Maintenance fees - related party  395,951   492,535 
Services - related party  7,299,743   5,193,826 
Total net revenues  51,048,578   36,384,803 
         
Cost of revenues:        
Salaries and consultants  19,289,536   15,621,806 
Travel  2,374,864   1,705,554 
Depreciation and amortization  8,336,857   6,844,588 
Other  3,020,107   3,548,392 
Total cost of revenues  33,021,364   27,720,340 
         
Gross profit  18,027,214   8,664,463 
         
Operating expenses:        
Selling and marketing  6,092,530   4,572,108 
Depreciation and amortization  2,006,957   1,886,148 
General and administrative  14,778,641   15,046,328 
Research and development cost  314,892   249,712 
Total operating expenses  23,193,020   21,754,296 
         
Loss from operations  (5,165,806)  (13,089,833)
         
Other income and (expenses)        
Loss on sale of assets  (64,598)  (229,805)
Interest expense  (166,962)  (255,677)
Interest income  331,432   261,251 
Gain (loss) on foreign currency exchange transactions  (453,770)  50,777 
Share of net loss from equity investment  -   (545,483)
Other income  684,030   50,578 
Total other income (expenses)  330,132   (668,359)
         
Net loss before income taxes  (4,835,674)  (13,758,192)
Income tax provision  (413,498)  (338,282)
Net loss from continuing operations  (5,249,172)  (14,096,474)
Income from discontinued operations  -   1,158,752 
Net loss  (5,249,172)  (12,937,722)
Non-controlling interest  (299,646)  1,581,675 
Net loss attributable to NetSol $(5,548,818) $(11,356,047)
         
Amount attributable to NetSol common shareholders:        
Loss from continuing operations $(5,548,818) $(12,514,799)
Income from discontinued operations  -   1,158,752 
Net loss $(5,548,818) $(11,356,047)
         
Net loss per share:        
Net loss per share from continuing operations:        
Basic $(0.57) $(1.38)
Diluted $(0.57) $(1.38)
         
Net income per share from discontinued operations:        
Basic $-  $0.13 
Diluted $-  $0.13 
         
Net loss per common share        
Basic $(0.57) $(1.25)
Diluted $(0.57) $(1.25)
         
Weighted average number of shares outstanding        
Basic  9,728,122   9,063,345 
Diluted  9,728,122   9,063,345 

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

F-4
 
F-4

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Consolidated Statements of Comprehensive Income (Loss)

For the Years Ended June 30,
  2014  2013 
       
Net Income (loss) $(11,356,047) $7,863,143 
Other comprehensive income (loss):        
Translation adjustment  1,129,441   (4,725,022)
Comprehensive income (loss)  (10,226,606)  3,138,121 
Comprehensive income (loss) attributable to non-controlling interest  394,552   (1,372,669)
Comprehensive income (loss) attributable to NetSol $(10,621,158) $4,510,790 

  For the Year 
  Ended June 30, 
  2015  2014 
       
Net loss $(5,548,818) $(11,356,047)
Other comprehensive income (loss):        
Translation adjustment  (3,239,086)  1,129,441 
Comprehensive income (loss)  (8,787,904)  (10,226,606)
Comprehensive income (loss) attributable to non-controlling interest  (1,051,209)  394,552 
Comprehensive income (loss) attributable to NetSol $(7,736,695) $(10,621,158)

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

F-5
 
F-5

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Consolidated StatementStatements of Stockholders’ Equity

For the Years Ended June 30, 20142015 and 2013
  Common Stock  
Additional
Paid-in
  Treasury  Accumulated  
Stock
Sub-
scriptions
  Shares to  
Other
Compre-
 hensive
  
Non
Controlling
  
Total
Stockholders'
 
  Shares  Amount  Capital  Shares  Deficit  Receivable  be Issued  Loss  Interest  Equity 
Balance at June 30, 2012
  7,513,745  $75,137  $106,101,165  $(415,425) $(31,684,399) $(2,119,488) $-  $(12,361,759) $15,399,421   74,994,652 
Exercise of common stock options
  451,985   4,519   2,568,181   -   -   (161,000)  -   -   -   2,411,700 
Exercise of subsidiary common stock options
  -   -   -   -   -   -   -   -   107,945   107,945 
Exercise of common stock warrants
  67,749   678   125,335   -   -   -   -   -   -   126,013 
Common stock issued for:                                        
Cash  -   -   -   -   -   -    -   -   -   - 
Services  12,300   123   55,917   -   -   -   (17,250)  -   -   38,790 
Conversion of convertible note
  811,360   8,114   3,991,886   -   -   -   -   -   -   4,000,000 
Payment of interest on convertible note
  72,428   724   390,387   -   -   -   -   -   -   391,111 
Payment of Fractional shares
  (44)  -   (194)  -   -   -   -   -   -   (194)
Equity component shown as current liability at
                                        
June 30, 2012  -   -   -   -   -   -   105,575   -   -   105,575 
June 30, 2013  -   -   -   -   -   -   (88,325)  -   -   (88,325)
Fair value of options issued
  -   -   678,494   -   -   -   -   -   -   678,494 
Acqusition of non controlling interest in subsidiary
  -   -   -   -   -   -   -   -   (699,349)  (699,349)
Dividend to non controlling interest
  -   -   -   -   -   -   -   -   (388,997)  (388,997)
Beneficial conversion feature  -   -   381,339   -   -   -   -   -   -   381,339 
Foreign currency translation adjustment
  -   -   -   -   -   -   -   (3,352,353)  (1,372,669)  (4,725,022)
Net income for the year  -   -   -   -   7,863,143   -   -   -   4,224,912   12,088,055 
Balance at June 30, 2013
  8,929,523  $89,295  $114,292,510  $(415,425) $(23,821,256) $(2,280,488) $-  $(15,714,112) $17,271,263  $89,421,787 
2014

        Additional        Stock     Other  Non  Total 
  Common Stock  Paid-in  Treasury  Accumulated  Subscriptions  Shares to  Comprehensive  Controlling  Stockholders’ 
  Shares  Amount  Capital  Shares  Deficit  Receivable  be Issued  Loss  Interest  Equity 
Balance at June 30, 2013  8,929,523  $89,295  $114,292,510  $(415,425) $(23,821,256) $(2,280,488) $-  $(15,714,112) $17,271,263   89,421,787 
Exercise of common stock options  112,793   1,129   708,306   -   -   -   -   -   -   709,435 
Exercise of subsidiary common stock options  -   -   (823,048)  -   -   -   -   -   1,179,077   356,029 
Common stock issued for:                                        
Services  81,573   815   816,602   -   -   -   259,193   -   -   1,076,610 
Common stock issued for:    ��                                   
accounts payable  27,000   270   209,790   -   -   -   -   -   -   210,060 
Equity component shown as current liability at                                        
June 30, 2013  -   -   -   -   -   -   88,325   -   -   88,325 
June 30, 2014  -   -   -   -   -   -   (347,518)  -   -   (347,518)
Fair value of options issued  -   -   189,937   -   -   -   -   -   -   189,937 
Acquisition of non controlling interest in subsidiary  -   -   -   -   -   -   -   -   (95,254)  (95,254)
Dividend to non controlling interest  -   -   -   -   -   -   -   -   (1,008,543)  (1,008,543)
Adjustment of financing cost  -   -       -   -   -   -   -   -   - 
Sale of subsidiary                                  (34,908)  (34,908)
Foreign currency translation adjustment  -   -   -   -   -   -   -   734,889   394,552   1,129,441 
Net loss for the year  -   -   -   -   (11,356,047)  -   -       (1,581,675)  (12,937,722)
Balance at June 30, 2014  9,150,889  $91,509  $115,394,097  $(415,425) $(35,177,303) $(2,280,488) $-  $(14,979,223) $16,124,512  $78,757,679 

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

F-6
 
F-6

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Consolidated Statement Statements of Stockholders’ Equity

For the Years Ended June 30, 20142015 and 2013
  Common Stock  
Additional
Paid-in
  Treasury  Accumulated  
Stock
Sub-
scriptions
  Shares to  
Other
Compre-
hensive
  
 
Non
Controlling
  
Total
Stockholders'
 
  Shares  Amount  Capital  Shares  Deficit  Receivable  be Issued  Loss  Interest  Equity 
Balance at June 30, 2013
  8,929,523  $89,295  $114,292,510  $(415,425) $(23,821,256) $(2,280,488) $-  $(15,714,112) $17,271,263   89,421,787 
Exercise of common stock options
  112,793   1,129   708,306   -   -   -   -   -   -   709,435 
Exercise of subsidiary common stock options
  -   -   (823,048)  -   -   -   -   -   1,179,077   356,029 
Common stock issued for:                                        
Services  81,573   815   816,602   -   -   -   259,193   -   -   1,076,610 
Common stock issued for:                                        
accounts payable  27,000   270   209,790   -   -   -   -   -   -   210,060 
Equity component shown as current liability at
                                        
June 30, 2013  -   -   -   -   -   -   88,325   -   -   88,325 
June 30, 2014  -   -   -   -   -   -   (347,518)  -   -   (347,518)
Fair value of options issued
  -   -   189,937   -   -   -   -   -   -   189,937 
Acqusition of non controlling interest in subsidiary
  -   -   -   -   -   -   -   -   (95,254)  (95,254)
Dividend to non controlling interest
  -   -   -   -   -   -   -   -   (1,008,543)  (1,008,543)
Adjustment of financing cost  -   -   -   -   -   -   -   -   -   - 
Sale of subsidiary  -   -   -   -   -   -   -   -   (34,908)  (34,908)
Foreign currency translation adjustsment
  -   -   -   -   -   -   -   734,889   394,552   1,129,441 
Net loss for the year  -   -   -   -   (11,356,047)  -   -       (1,581,675)  (12,937,722)
Balance at June 30, 2014
  9,150,889  $91,509  $115,394,097  $(415,425) $(35,177,303) $(2,280,488) $-  $(14,979,223) $16,124,512  $78,757,679 
2014

        Additional        Stock     Other  Non  Total 
  Common Stock  Paid-in  Treasury  Accumulated  Subscriptions  Shares to  Comprehensive  Controlling  Stockholders’ 
  Shares  Amount  Capital  Shares  Deficit  Receivable  be Issued  Loss  Interest  Equity 
Balance at June 30, 2014  9,150,889  $91,509  $115,394,097  $(415,425) $(35,177,303) $(2,280,488) $-  $(14,979,223) $16,124,512   78,757,679 
Exercise of common stock options  49,329   493   190,907   -   -   -   -   -   -   191,400 
Exercise of subsidiary common stock options  -   -   (16,079)  -   -   -   -   -   28,264   12,185 
Common stock issued for:                                        
Cash  743,107   7,430   2,352,100   -   -   (64,931)      -   -   2,294,599 
Services  364,501   3,646   1,472,062   -   -   158,635   (259,194)  -   -   1,375,149 
Equity component shown as current liability at                                        
June 30, 2014  -   -   -   -   -   -   347,518   -   -   347,518 
June 30, 2015  -   -   -   -   -   -   (88,324)  -   -   (88,324)
Fair value of options issued  -   -   622,488   -   -   -   -   -   -   622,488 
Acquisition of non controlling interest in subsidiary  -   -   176,413   -   -   -   -   -   (753,635)  (577,222)
Dividend to non controlling interest  -   -   -   -   -   -   -   -   (806,937)  (806,937)
Adjustment in subscription receivable  -   -   (982,181)  -   -   982,181   -   -   -   - 
Foreign currency translation adjustment  -   -   -   -   -   -   -   (2,187,877)  (1,051,209)  (3,239,086)
Net loss for the year  -   -   -   -   (5,548,818)  -   -       299,646   (5,249,172)
Balance at June 30, 2015  10,307,826  $103,078  $119,209,807  $(415,425) $(40,726,121) $(1,204,603) $-  $(17,167,100) $13,840,641  $73,640,277 

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

F-7
 
F-7

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Consolidated Statements of Cash Flows

For the Years Ended June 30,
  2014  2013 
Cash flows from operating activities:      
Net income (loss) $(12,937,722) $12,088,055 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
        
Depreciation and amortization  8,730,736   5,702,749 
Provision for bad debts  1,023,796   415,482 
Share of net loss (income) from investment under equity method  545,483   (482,664)
(Gain) loss on sale of assets  229,805   (3,682)
Gain on sale of subsidiary  (1,870,871)  - 
Stock issued for interest on notes payable  -   211,111 
Stock issued for services  1,076,610   38,790 
Fair market value of warrants and stock options granted  189,937   678,494 
Impairment of goodwill  136,762   - 
Amortization of financing costs  -   635,882 
Changes in operating assets and liabilities:        
Accounts receivable  7,094,977   (2,024,814)
Accounts receivable-related party  (309,773)  (100,070)
Revenue in excess of billing  12,825,849   (4,002,140)
Other current assets  216,357   412,036 
Accounts payable and accrued expenses  1,682,956   276,590 
Net cash provided by operating activities  18,634,902   13,845,819 
         
Cash flows from investing activities:        
Purchases of property and equipment  (13,236,136)  (8,958,876)
Sales of property and equipment  88,641   118,432 
Sale of subsidiary  1,810,700   - 
Purchase of non-controlling interest in subsidiaries  (17,852)  (799,349)
Increase in intangible assets  (3,385,151)  (4,832,459)
Net cash used in investing activities  (14,739,798)  (14,472,252)
         
Cash flows from financing activities:        
Proceeds from the exercise of stock options and warrants  709,435   2,537,712 
Payment to common shareholders for fractional shares  -   (194)
Proceeds from exercise of subsidiary options  356,029   111,330 
Restricted cash  (653,607)  (1,734,006)
Dividend paid by subsidiary to Non controlling interest  (1,008,543)  (388,997)
Proceeds from bank loans  3,244,382   1,795,663 
Payments on capital lease obligations and loans - net  (2,880,840)  (630,714)
Net cash provided by (used in) financing activities  (233,144)  1,690,794 
Effect of exchange rate changes  (73,583)  (789,650)
Net increase in cash and cash equivalents  3,588,377   274,711 
Cash and cash equivalents, beginning of the period  7,874,318   7,599,607 
Cash and cash equivalents, end of period $11,462,695  $7,874,318 

  2015  2014 
Cash flows from operating activities:        
Net loss $(5,249,172) $(12,937,722)
Adjustments to reconcile net loss to net cash provided by operating activities:        
Depreciation and amortization  10,343,814   8,730,736 
Provision for bad debts  (434,928)  1,023,796 
Share of net loss from investment under equity method  -   545,483 
Loss on sale of assets  64,598   229,805 
Gain on sale of subsidiary  -   (1,870,871)
Stock issued for services  1,375,149   1,076,610 
Fair market value of warrants and stock options granted  622,488   189,937 
Impairment of goodwill  -   136,762 
Changes in operating assets and liabilities:        
Accounts receivable  (871,959)  7,094,977 
Accounts receivable - related party  (1,179,931)  (309,773)
Revenues in excess of billing  (3,013,730)  12,825,849 
Other current assets  580,618   216,357 
Accounts payable and accrued expenses  726,700   1,060,832 
Unearned revenue  2,114,635   622,124 
Net cash provided by operating activities  5,078,282   18,634,902 
         
Cash flows from investing activities:        
Purchases of property and equipment  (3,558,712)  (13,236,136)
Sales of property and equipment  1,102,615   88,641 
Sale of subsidiary  -   1,810,700 
Purchase of non-controlling interest in subsidiaries  (577,222)  (17,852)
Increase in intangible assets  -   (3,385,151)
Net cash used in investing activities  (3,033,319)  (14,739,798)
         
Cash flows from financing activities:        
Proceeds from sale of common stock  2,294,599   - 
Proceeds from the exercise of stock options and warrants  191,400   709,435 
Proceeds from exercise of subsidiary options  12,185   356,029 
Restricted cash  2,438,844   (653,607)
Dividend paid by subsidiary to Non controlling interest  (806,937)  (1,008,543)
Proceeds from bank loans  1,410,313   3,244,382 
Payments on capital lease obligations and loans - net  (4,079,174)  (2,880,840)
Net cash provided by (used in) financing activities  1,461,230   (233,144)
Effect of exchange rate changes  (799,931)  (73,583)
Net increase in cash and cash equivalents  2,706,262   3,588,377 
Cash and cash equivalents, beginning of the period  11,462,695   7,874,318 
Cash and cash equivalents, end of period $14,168,957  $11,462,695 

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

F-8
 
F-8

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Consolidated Statements of Cash Flows

For the Years Ended June 30,
  2014  2013 
 SUPPLEMENTAL DISCLOSURES:      
Cash paid during the period for:      
Interest $325,691  $510,026 
Taxes $402,482  $25,191 
         
NON-CASH INVESTING AND FINANCING ACTIVITIES:        
Stock issued for the payment of vendors $210,060  $- 
Stock issued for the conversion of convertible notes payable $-  $4,000,000 
Stock issued for the conversion of interest payable $-  $391,111 

  For the Year 
  Ended June 30, 
  2015  2014 
SUPPLEMENTAL DISCLOSURES:        
Cash paid during the period for:        
Interest $162,904  $325,691 
Taxes $503,924  $402,482 
         
NON-CASH INVESTING AND FINANCING ACTIVITIES:        
Stock issued for the payment of vendors $-  $210,060 
         
Adjustment of uncollectable subscription receivable with additional paid in capital
 $982,181  $- 

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

F-9
 
F-9

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements

June 30, 20142015 and 2013

2014

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

NetSol Technologies, Inc. and subsidiaries(collectively,subsidiaries (collectively, the “Company”), formerly known as NetSol International, Inc. and Mirage Holdings, Inc., was incorporated under the laws of the State of Nevada on March 18, 1997. During November 1998, Mirage Collections, Inc., a wholly owned and non-operating subsidiary, was dissolved.

The Company designs, develops, markets, and exports proprietary software products to customers in the automobile finance and leasing, banking, healthcare, and financial services industries worldwide. The Company also provides system integration, consulting, IT products and services in exchange for fees from customers.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A)  Principles of Consolidation

(A) Principles of Consolidation

The accompanying consolidated financial statements include the accounts of NetSol Technologies, Inc. and subsidiaries (collectively, the “Company”)Company as follows:

Wholly-owned Subsidiaries
NetSol Technologies Americas, Inc. (“NTA”) formerly NetSol Technologies North America, Inc. (“NTNA”)
NetSol Technologies Limited (“NetSol UK”)
NetSol Technologies Australia Pty Limited ("NetSol Australia") formerly NetSol-Abraxas Australia Pty Ltd. (“Abraxas”)
NetSol Technologies Europe Limited (“NTE”)
NTPK (Thailand) Co. Limited (“NTPK Thailand”)
NetSol Connect (Private), Ltd. (“Connect”)
NetSol Technologies (Beijing) Co. Ltd. (NetSol Beijing)
NetSol Omni (Private) Ltd. (“Omni”)
NetSol Technologies (GmbH) (“NTG”)
Majority-owned Subsidiaries
NetSol Technologies, Ltd. (“NetSol PK”)
NetSol Innovation (Private) Limited (“NetSol Innovation”)
Vroozi, Inc. (“Vroozi”)
Virtual Lease Services Holdings Limited (“VLSH”)
Virtual Lease Services Limited (“VLS”)
Virtual Lease Services (Ireland) Limited (VLSIL) formerly Hanover Asset Finance (Ireland) Limited (“HAFL”)

Wholly-owned Subsidiaries
NetSol Technologies Americas, Inc. (“NTA”)
NetSol Technologies Limited (“NetSol UK”)
NetSol Technologies Australia Pty Limited (“NetSol Australia”)
NetSol Technologies Europe Limited (“NTE”)
NTPK (Thailand) Co. Limited (“NTPK Thailand”)
NetSol Technologies Thailand Limited (“NetSol Thai”)
NetSol Connect (Private), Ltd. (“Connect”)
NetSol Technologies (Beijing) Co. Ltd. (NetSol Beijing)
NetSol Omni (Private) Ltd. (“Omni”)
NetSol Technologies (GmbH) (“NTG”)

Majority-owned Subsidiaries
NetSol Technologies, Ltd. (“NetSol PK”)
NetSol Innovation (Private) Limited (“NetSol Innovation”)
Vroozi, Inc. (“Vroozi”) – discontinued on March 31, 2014
Virtual Lease Services Holdings Limited (“VLSH”)
Virtual Lease Services Limited (“VLS”)
Virtual Lease Services (Ireland) Limited (VLSIL)

The Company consolidates any variable interest entities of which it is the primary beneficiary. Equity investments through which the Company exercises significant influence over but does not control the investee and is not the primary beneficiary of the investee’s activities are accounted for using the equity method. Investments through which the Company is not able to exercise significant influence over the investee and which do not have readily determinable fair values are accounted for under the cost method. All material inter-company accounts have been eliminated in the consolidation.

F-10
 
F-10

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements

June 30, 20142015 and 2013

(B)Basis of Presentation
2014

(B) Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

(C)Use of Estimates

(C) Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(D)Cash and Cash Equivalents

(D) Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.

(E)Concentration of Credit RiskF-11
 

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

June 30, 2015 and 2014

(E) Concentration of Credit Risk

Cash includes cash on hand and demand deposits in accounts maintained within the United States as well as in foreign countries. Certain financial instruments, which subject the Company to concentration of credit risk, consist of cash and restricted cash. The Company maintains balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for the banks located in the Unites States. Balances at financial institutions within certain foreign countries are not covered by insurance. As of June 30, 20142015 and 2013,2014, the Company had uninsured deposits related to cash deposits in accounts maintained within foreign entities of approximately $8,399,136$8,969,443 and $4,774,715,$8,399,136, respectively. The Company has not experienced any losses in such accounts.

The Company’s operations are carried out globally. Accordingly, the Company'sCompany’s business, financial condition and results of operations may be influenced by the political, economic and legal environments of each country and by the general state of the country’s economy. The Company'sCompany’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'sCompany’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.

(F)Restricted Cash
Also, due to the current economic conditions in China and challenges being faced by the Chinese economy, the Company may face a risk of reduction in future revenue growth and non collection of receivables from the customers in China.

(F) Restricted Cash

The Company has certificates of deposits (“CDs”) in various configurations and maturity dates with Habib American Bank. A portion of these CDs are restricted as collateral to secure outstanding balances on an existing line of credit, and become unrestricted to the extent that they are not required for collateralization purposes. As of June 30, 20142015 and 2013,2014, the outstanding balance on the line of credit was $1,990,984$nil and 1,785,237,$1,990,984, respectively, with a corresponding restriction to the CDs balances. The line of credit hashad a maximum available balance of $2,000,000.

In addition, the Company has also placed $90,000 in savinga savings account with HSBC as collateral against a standby letter of credit issued in by the bank in favor of the landlord of newfor office space.

One of the Company’s subsidiary also has certificates of deposits with Habib American Bank. These CDs are restricted as collateral to secure outstanding balances on an existing line of credit, and become unrestricted to the extent that they are not required for collateralization purposes. As of June 30, 20142015 and 2013,2014, the outstanding balance on the line of credit was $447,860$nil and $0,$447,860, respectively, with a corresponding restriction to the CDs balances. The line of credit hashad a maximum available balance of $500,000.

F-12
 
F-11

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements

June 30, 20142015 and 2013

(G)Allowance for Doubtful Accounts
2014

(G) Allowance for Doubtful Accounts

The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic trends and changes in customer payment patterns. Reserves are recorded primarily on a specific identification basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of June 30, 20142015 and 2013,2014, the Company had recorded allowance for doubtful accounts of $524,565 and $1,088,172, and $922,633, respectively.

(H)Revenues in Excess of Billings

(H) Revenues in Excess of Billings

Revenues in excess of billings represent the total of the project to be billed to the customer over the revenues recognized as per US GAAP. As the customer iscustomers are billed under the terms of their contract, the corresponding amount is transferred from this account to “Accounts Receivable.”

(I)Property and Equipment

(I) Property and Equipment

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using various methods over the estimated useful lives of the assets, ranging from three to twenty years.

Following is the summery of estimated useful lives of the assets:

CategoryEstimated Useful Life
Computer Equipment3 to 5 Years
Office furniture and equipment:5 to 10 Years
Building20 Years
Autos5 Years
Assets under capital leases3 to 10 Years
Improvements5 to 10 Years

The 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.”

(J)Impairment of Long-Lived Assets

(J) Impairment of Long-Lived Assets

The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.

(K)Intangible AssetsF-13
 

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

June 30, 2015 and 2014

(K) Intangible Assets

Intangible assets consist of product licenses, renewals, enhancements, copyrights, trademarks, trade names, and customer lists. Intangible assets with finite lives are amortized over the estimated useful life and are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company assesses recoverability by determining whether the carrying value of such assets will be recovered through the discounted expected future cash flows. If the future discounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets.

(L)Software Development Costs

(L) Software Development Costs

Costs incurred to internally develop computer software products or to enhance an existing product are recorded as research and development costs and expensed when incurred until technological feasibility for the respective product is established. Thereafter, all software development costs are capitalized and reported at the lower of unamortized cost or net realizable value. Capitalization ceases when the product or enhancement is available for general release to customers.

F-12

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2014 and 2013

The Company makes on-going evaluations of the recoverability of its capitalized software projects by comparing the amount capitalized for each product to the estimated present value of expected future net income from the product. If such evaluations indicate that the unamortized software development costs exceed the present value of expected future net income, the Company writes off the amount which the unamortized software development costs exceed such present value. Capitalized and purchased computer software development costs are being amortized ratably based on the projected revenue associated with the related software or on a straight-line basis.

(M)Goodwill

(M) Goodwill

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase businesses combination. Goodwill is reviewed for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit is compared with its carrying value including goodwill. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed.

(N)Fair Value of Financial InstrumentsF-14
 

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

June 30, 2015 and 2014

(N) Fair Value of Financial Instruments

The Company applies the provisions of ASC 820-10,“Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. For certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and short-term debt, the carrying amounts approximate fair value due to their relatively short maturities. The carrying amounts of the long-term debt approximate their fair values based on current interest rates for instruments with similar characteristics.


The three levels of valuation hierarchy are defined as follows:

Level 1:Valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority;priority.
Level 2:Valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability;liability.
Level 3:Valuations are based on prices or third party or internal valuation models that require inputs that are significant to the fair value measurement and are less observable and thus have the lowest priority.
F-13

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2014 and 2013

Management analyzes all financial instruments with features of both liabilities and equity under ASC 480,“Distinguishing Liabilities From Equity”and ASC 815,“Derivatives and Hedging.”Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. In addition, the fair values of freestanding derivative instruments such as warrant and option derivatives are valued using the Black-Scholes model.

(O)Revenue Recognition

(O) Revenue Recognition

The Company recognizes revenue from license contracts without major customization when a non-cancelable, non-contingent license agreement has been signed, delivery of the software has occurred, the fee is fixed or determinable, and collectability is probable. Revenue from the sale of licenses with major customization, modification, and development is recognized on a percentage of completion method. Revenue from the implementation of software is recognized on a percentage of completion method.

Revenue from consulting services is recognized as the services are performed for time-and-materials contracts. Revenue from training and development services is recognized as the services are performed. Revenue from maintenance agreements is recognized ratably over the term of the maintenance agreement, which in most instances is one year.

(P)Multiple Element ArrangementsF-15
 

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

June 30, 2015 and 2014

(P) Multiple Element Arrangements

The Company may enter into multiple element revenue arrangements in which a customer may purchase a number of different combinations of software licenses, consulting services, maintenance and support, as well as training and development.

Vendor specific objective evidence (“VSOE”) of fair value for each element is based on the price for which the element is sold separately. The Company determines the VSOE of fair value of each element based on historical evidence of the Company’s stand-alone sales of these elements to third-parties or from the stated renewal rate for the elements contained in the initial software license arrangement. When VSOE of fair value does not exist for any undelivered element, revenue is deferred until the earlier of the point at which such VSOE of fair value exists or until all elements of the arrangement have been delivered. The only exception to this guidance is when the only undelivered element is maintenance and support or other services, then the entire arrangement fee is recognized ratably over the performance period.

(Q)Unearned Revenue

(Q) Unearned Revenue

Unearned revenue represents billings in excess of revenue earned on contracts and are recognized on a pro-rata basis over the life of the contract. Unearned revenue was $3,239,852$4,897,327 and $2,446,018$3,239,852 as of June 30, 2015 and 2014, and June 30, 2013, respectively.

(R)Cost of Revenues

(R) Cost of Revenues

Cost 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.

F-14

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES(S) Advertising Costs

Notes to Consolidated Financial Statements
June 30, 2014 and 2013
(S)Advertising Costs

The Company expenses the cost of advertising as incurred. Advertising costs for the years ended June 30, 2015 and 2014 were $250,801 and 2013 were $237,391, and $244,498, respectively.

(T)Share-Based Compensation

(T) Share-Based Compensation

The Company measures stock-basedrecords stock compensation in accordance with ASC 718,Compensation – Stock Compensation. ASC 718 requires companies to measure compensation cost for stock employee compensation at fair value at the grant date based onand recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date fair value of the awardstock options and recognize it as expense over the applicable vesting period of the stock award using the straight-line method.

other equity-based compensation issued to employees and non-employees.

(U)Income TaxesF-16
 

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

June 30, 2015 and 2014

(U) Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. 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.

(V)Foreign Currency Translation

We transact(V) Foreign Currency Translation

The Company transacts business in various foreign currencies. The accounts of NetSol UK, NTE, VLSH and VLS use the British Pound; VLSIL and NTG use the Euro; NetSol PK, Connect, Omni and NetSol Innovation use Pakistan Rupees; NTPK Thailand usesand NetSol Thai use Thai Baht; NetSol Australia uses the Australian dollar; and NetSol Beijing uses the Chinese Yuan as the functional currencies. NetSol Technologies, Inc., and its subsidiaries, NTA and Vroozi, use the U.S. dollar as the functional currency. Consequently, revenues and expenses of operations outside the United States are translated into U.S. Dollars using average exchange rates while assets and liabilities of operations outside the United States are translated into U.S. Dollars using exchange rates at the balance sheet date. The effects of foreign currency translation adjustments are recorded to other comprehensive income. Accumulated translation losses classified as an item of accumulated other comprehensive loss in the stockholders’ equity section of the consolidated balance sheetsheets were $14,979,223$17,167,100 and $15,714,112$14,979,223 as of June 30, 20142015 and 2013,2014, respectively. During the years ended June 30, 20142015 and 2013,2014, comprehensive income (loss) in the consolidated statements of operations included NetSol’s share of translation loss of $2,187,877 and gain of $734,889, and loss $3,352,353, respectively.

F-17
 
F-15

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements

June 30, 20142015 and 2013

2014

Net foreign exchange transaction gains (losses) included in non-operating income (expense) in the accompanying consolidated statements of operations were $50,777,$(453,770) and $1,367,448$50,777 for the years ended June 30, 2015 and 2014, and 2013, respectively.

(W)Statement of Cash Flows

(W) Statement of Cash Flows

The Company'sCompany’s cash flows from operations are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet.

(X)Segment Reporting

(X) Segment Reporting

The Company defines operating segments as components about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. The Company allocates its resources and assesses the performance of its sales activities based on the geographic locations of its subsidiaries (see Note 17).

(Y)Reclassifications

(Y) Reclassifications

Certain 20132014 balances have been reclassified to conform to the 20142015 presentation.

(Z)

(Z) New Accounting Pronouncements

Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists: An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. For example, an entity should not evaluate whether the deferred tax asset expires before the statute of limitations on the tax position or whether the deferred tax asset may be used prior to the unrecognized tax benefit being settled. The amendments in this Update do not require new recurring disclosures. ASU Topic No. 2013 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.
F-16

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIESPronouncements
Notes to Consolidated Financial Statements
June 30, 2014 and 2013

In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, "Presentation“Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360)." ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company'sCompany’s operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company'sCompany’s results of operations or financial condition.


In May 2014, the FASB(“FASB”) issued Accounting Standards Update No.(“ASU”) 2014-09,Revenue from Contracts with Customers(ASU 2014-09), which supersedes nearly all existingprovides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance under U.S. GAAP.guidance. The standard’s core principle of ASU 2014-09 is tothat a company will recognize revenuesrevenue when it transfers promised goods or services are transferred to customers in an amount that reflects the consideration to which an entitythe company expects to be entitled in exchange for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required withinIn August 2015, the FASB deferred the effective date of the new revenue recognition process than are required under existing U.S. GAAP.  The standard isby one year, which will make it effective for annual periods beginning after December 15, 2016, and interim periods therein, using eitherthe Company in the first quarter of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures).  Early adoption is not permitted.its fiscal year ending June 30, 2019. The Company is currently in the process of evaluating the impact of the pending adoption of this ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which it will adopt the standard beginning July 1, 2017.statements.

In June 2014, the FASB issued Accounting Standards Update No. 2014-12,Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) (ASU 2014-12). The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. The Company is currently evaluating the impact of adopting ASU 2014-12 on the Company'sCompany’s results of operations or financial condition.

F-18
 

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

June 30, 2015 and 2014

In August 2014, the FASB issued Accounting Standards Update No. 2014-15,Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU(ASU 2014-15). The guidance in ASU 2014-15 sets forth management'smanagement’s responsibility to evaluate whether there is substantial doubt about an entity'sentity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity'sentity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management'smanagement’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The adoption of this guidance is not expected to have a material impact on ourthe Company’s consolidated financial statements.

In January 2015, the FASB issued Accounting Standards Update No. 2015-01,Income Statement – Extraordinary and Unusual items(Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (ASU 2015-01). The amendment eliminates from U.S. GAAP the concept of extraordinary items. This guidance is effective for the Company in the first quarter of fiscal 2017. Early adoption is permitted and allows the Company to apply the amendment prospectively or retrospectively. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In February 2015, FASB issued ASU No. 2015-02, (Topic 810):Amendments to the Consolidation Analysis.ASU No. 2015-02 provides amendments to respond to stakeholders’ concerns about the current accounting for consolidation of certain legal entities. Stakeholders expressed concerns that GAAP might require a reporting entity to consolidate another legal entity in situations in which the reporting entity’s contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entity’s voting rights, or the reporting entity is not exposed to a majority of the legal entity’s economic benefits or obligations. ASU No. 2015-02 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

F-19

 
F-17

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements

June 30, 20142015 and 2013

2014

In April 2015, FASB issued ASU No. 2015-03, (Subtopic 835-30):Simplifying the Presentation of Debt Issuance Costs.ASU No. 2015-03 provides guidance that will require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU No. 2015-03 affects disclosures related to debt issuance costs but does not affect existing recognition and measurement guidance for these items. ASU No. 2015-03 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

In April 2015, FASB issued ASU No. 2015-05, (Subtopic 350-40):Customer’s Accounting for Fees Paid in a Cloud Computing Arrangements.ASU No. 2015-05 provides guidance on a customer’s accounting for fees paid in a cloud computing arrangement, which includes software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements. ASU No. 2015-05 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

No other recently issued accounting pronouncements are expected to have a material impact on the Company’s consolidated financial statements.

NOTE 3 – EARNINGS PER SHARE

Basic earnings per share isare computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options, warrants, and stock awards.


The components of basic All options and warrants were excluded from the diluted earningsloss per share were as follows:
  For the year ended June 30, 2014 
  Net Loss  Shares  Per Share 
Basic loss per share:         
Net loss available to common shareholders $(11,356,047)  9,063,345  $(1.25)
Effect of dilutive securities            
Stock options  -   -   - 
Warrants  -   -   - 
Diluted loss per share $(11,356,047)  9,063,345  $(1.25)
  For the year ended June 30, 2013 
  Net Income  Shares  Per Share 
Basic income per share:         
Net income available to common shareholders $7,863,143   8,201,247  $0.96 
Effect of dilutive securities            
Stock options  -   47,168   - 
Warrants  -   40,536   - 
Diluted income per share $7,863,143   8,288,951  $0.95 
calculation due to their anti-dilution effect.

As of June 30, 20142015 and 2013,2014, the following potential dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.

  For the Years 
  Ended June 30, 
  2015  2014 
       
Stock Options  708,133   257,462 
Warrants  163,124   163,124 
   871,257   420,586 

F-20
 
F-18

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements

June 30, 20142015 and 2013

  As of June 30, 
  2014  2013 
       
Stock Options  232,059   - 
Warrants  3,295   - 
   235,354   - 
2014

NOTE 4 –RELATED PARTY TRANSACTIONS

NetSol-Innovation

In November 2004, the Company entered into a joint venture agreement with the Innovation Group called NetSol-Innovation (Pvt) Ltd., (“NetSol-Innovation”), a Pakistani company.NetSol-Innovation. NetSol-Innovation provides support services to the Innovation Group. During the years ended June 30, 20142015 and 20132014, NetSol Innovation provided services of $4,970,794$6,043,617 and $3,734,583$4,970,794, respectively. Accounts receivable at June 30, 2015 and 2014 were $3,226,733 and 2013$2,232,610, respectively.

Investec Asset Finance

In October 2011, NTE entered into an agreement with Investec Asset Finance to acquire VLS. NTE and VLS provide support services to Investec. During the year ended June 30, 2015 and 2014, NTE and VLS provided maintenance and services of $1,652,077 and $715,567, respectively. Accounts receivable at June 30, 2015 and 2014 were $2,232,610$265,166 and $1,922,837, respectively

$183,890, respectively.

NOTE 5 – MAJOR CUSTOMERS

The Company is a strategic business partner for Daimler Financial Services (which consists of a group of many companies in different countries), which accounts for approximately 17.42%12.89% and 21.86% of revenue, Toyota Motors (which consists of a group of many companies in different countries) accounts for approximately 7.24% and 3.47% of revenue, Nissan (which consists of a group of many companies in different countries) accounts for approximately 6.30% and 6.23%17.42% of revenue, and The Innovation Group accounts for approximately 13.66%11.84% and 6.91%13.66% of revenue for the fiscal years ended June 30, 2015 and 2014, respectively. Accounts receivable at June 30, 2015 for these companies were $446,754 and 2013,$3,226,733, respectively. Accounts receivable at June 30, 2014 for these companies were $1,900,270, 703,036, $247,372 and $2,232,610, respectively. Accounts receivable at June 30, 2013 for these companies were $2,382,837, $388,759, $1,040,248, and 1,922,837 respectively.

NOTE 6 – OTHER CURRENT ASSETS

Other current assets consisted of the following:

   
As of June 30,
2014
  
As of June 30,
2013
 
        
Prepaid Expenses  $450,451  $559,217 
Advance Income Tax   918,300   887,893 
Employee Advances   46,730   43,794 
Security Deposits   189,905   189,382 
Tender Money Receivable   81,420   106,398 
Other Receivables   645,397   222,609 
Other Assets   430,508   197,915 
Due From Related Party (1)  95,168   66,106 
Total  $2,857,879  $2,273,314 

     As of  As of 
     June 30, 2015  June 30, 2014 
          
Prepaid Expenses     $452,314  $450,451 
Advance Income Tax      895,075   918,300 
Employee Advances      36,816   46,730 
Security Deposits      195,336   189,905 
Tender Money Receivable      26,435   81,420 
Other Receivables      322,647   645,397 
Other Assets      83,567   430,508 
Due From Related Party  (1)  -   95,168 
Total     $2,012,190  $2,857,879 

(1) Due from related party as of June 30, 20142015 and 20132014 is a receivable from Atheeb NetSol Saudi Company LimitedLimited.

F-21
 
F-19

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements

June 30, 20142015 and 2013

2014

NOTE 7 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

  
As of June 30,
2014
  
As of June 30,
2013
 
       
Office furniture and equipment $2,628,814  $2,508,975 
Computer equipment  27,215,091   19,987,480 
Assets under capital leases  1,861,445   1,126,860 
Building  6,259,290   2,391,550 
Land  3,351,316   2,460,144 
Capital work in progress  2,812,181   5,104,283 
Autos  999,277   689,440 
Improvements  533,102   513,044 
Subtotal  45,660,516   34,781,776 
Accumulated depreciation  (15,939,388)  (13,803,407)
Property and equipment, net $29,721,128  $20,978,369 

  As of  As of 
  June 30, 2015  June 30, 2014 
       
Office Furniture and Equipment $3,104,375  $2,628,814 
Computer Equipment  25,911,422   27,215,091 
Assets Under Capital Leases  1,887,767   1,861,445 
Building  8,743,130   6,259,290 
Land  2,451,577   3,351,316 
Capital Work In Progress  392,243   2,812,181 
Autos  943,873   999,277 
Improvements  204,779   533,102 
Subtotal  43,639,166   45,660,516 
Accumulated Depreciation  (18,519,532)  (15,939,388)
Property and Equipment, Net $25,119,634  $29,721,128 

For the years ended June 30, 20142015 and 2013,2014, depreciation expense totaled $5,035,922$5,671,155 and $3,627,862,$5,035,922, respectively. Of these amounts, $3,276,222$3,888,122 and $2,242,339$3,276,222 are reflected as part of cost of revenues for the years ended June 30, 2015 and 2014, and 2013, respectively.

The Company’s capital work in progress consists of ongoing enhancements to its facilities and infrastructure as necessary to meet the Company’s expected long-term growth needs. Accumulated capitalized interest was $664,614,$nil and $1,015,095$664,614 as of June 30, 2015 and 2014, and 2013, respectively.

Following is a summary of fixed assets held under capital leases as of June 30, 2015 and 2014, and 2013, respectively:

  As of  As of 
  June 30, 2015  June 30, 2014 
Computers and Other Equipment $590,625  $731,354 
Furniture and Fixtures  414,023   280,184 
Vehicles  883,119   849,907 
Total  1,887,767   1,861,445 
Less: Accumulated Depreciation - Net  (577,215)  (469,336)
  $1,310,552  $1,392,109 

F-22

  
As of June 30,
2014
  
As of June 30,
2013
 
Computer Equipment $731,354  $454,002 
Furniture and Fixtures  280,184   951 
Vehicles  849,907   671,907 
Total  1,861,445   1,126,860 
Less:  Accumulated Depreciation  (469,336)  (350,048)
Net $1,392,109  $776,812 

 
F-20

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements

June 30, 20142015 and 2013

2014

NOTE 8 – INTANGIBLE ASSETS

Intangible assets consisted of the following:

  Product Licenses  Customer Lists  Technology  Total 
 Intangible assets - June 30, 2012 - cost $42,072,047  $6,052,377  $242,702  $48,367,126 
 Additions  4,669,512   -   -   4,669,512 
 Effect of translation adjustment  (1,904,001)  -   -   (1,904,001)
 Accumulated amortization  (15,727,599)  (5,867,437)  (84,947)  (21,679,983)
     Net balance - June 30, 2013 $29,109,959  $184,940  $157,755  $29,452,654 
                 
 Intangible assets - June 30, 2013 - cost $44,837,558  $6,052,378  $242,702  $51,132,638 
 Additions  3,385,151   -   -   3,385,151 
 Deletion  (591,216)          (591,216)
 Effect of translation adjustment  1,000,875   -   -   1,000,875 
 Accumulated amortization  (20,050,310)  (5,940,633)  (133,487)  (26,124,430)
     Net balance - June 30, 2014 $28,582,058  $111,745  $109,215  $28,803,018 
(A)Product Licenses

  Product Licenses  Customer Lists  Technology  Total 
Intangible assets - June 30, 2013 - cost $44,837,558  $6,052,378  $242,702  $51,132,638 
Additions  3,385,151   -   -   3,385,151 
Deletion  (591,216)          (591,216)
Effect of translation adjustment  1,000,875   -   -   1,000,875 
Accumulated amortization  (20,050,310)  (5,940,633)  (133,487)  (26,124,430)
Net balance - June 30, 2014 $28,582,058  $111,745  $109,215  $28,803,018 
                 
Intangible Assets - June 30, 2014 - Cost $48,632,368  $6,052,377  $242,702  $54,927,447 
Additions  -   -   -   - 
Effect of Translation Adjustment  (2,325,008)  -   -   (2,325,008)
Accumulated Amortization  (23,491,893)  (6,052,377)  (242,702)  (29,786,972)
Net Balance - June 30, 2015 $22,815,467  $-  $-  $22,815,467 

(A)Product Licenses

Product licenses include internally-developed original license issues, renewals, enhancements, copyrights, trademarks, and trade names. Product licenses are amortized on a straight-line basis over their respective lives, and the unamortized amount of 28,582,058$22,815,467 will be amortized over the next 9.758.75 years. Amortization expense for the years ended June 30, 2015 and 2014 was $4,448,735 and 2013 was $3,568,366, and $1,905,008, respectively.

The Company discontinued two softwaredetermined to discontinue marketing three products during the fiscal year ended June 30, 20142015 and fully amortized themthe products as of June 30, 2014.2015. The amount of amortization related to these twothree products was $1,348,631$1,184,959 and is recorded under cost of revenues as depreciation and amortization expense in the accompanying consolidated statements of operations.

(B)Customer Lists

(B)Customer Lists

Customer lists arewere being amortized on a straight-line basis over five years, which approximates the anticipated rate of attrition. The unamortized balance of $111,745 will be amortized over the next 2.25 years.  Amortization expense for the years ended June 30, 2015 and 2014 was $113,243 and 2013 was $75,578, and $120,804, respectively.

(C)Technology

(C)Technology

Technology assets arewere being amortized on a straight-line basis over five years, which approximates the anticipated rate of attrition. The unamortized balance of $109,215 will be amortized over next 2.25 years. Amortization expense for the years ended June 30, 2015 and 2014 was $110,681 and 2013 was $50,870, and $49,075, respectively.

(D)Future AmortizationF-23
 

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

June 30, 2015 and 2014

(D)Future Amortization

Estimated amortization expense of intangible assets over the next five years is as follows:

F-21

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2014 and 2013
 Year ended   
 June 30, 2015 $3,713,947 
 June 30, 2016  3,289,184 
 June 30, 2017  3,215,520 
 June 30, 2018  3,190,976 
 June 30, 2019  3,190,976 
 Thereafter  12,202,415 
  $28,803,018 

Year ended:   
June 30, 2016 $2,804,844 
June 30, 2017  2,804,844 
June 30, 2018  2,804,844 
June 30, 2019  2,804,844 
June 30, 2020  2,804,844 
Thereafter  8,791,247 
  $22,815,467 

NOTE 9 – GOODWILL

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in prior period businesses combinations. Goodwill was comprised of the following amounts:

  
As of June 30,
 2013
  Impairment  
As of June 30,
 2014
 
NetSol PK $1,166,610  $-  $1,166,610 
NetSol Omni  136,762   (136,762)  - 
NTE  3,471,814   -   3,471,814 
VLS  214,044   -   214,044 
NTA  4,664,100   -   4,664,100 
Total $9,653,330  $(136,762) $9,516,568 

  As of  As of 
  June 30, 2015  June 30, 2014 
NetSol PK $1,166,610  $1,166,610 
NTE  3,471,814   3,471,814 
VLS  214,044   214,044 
NTA  4,664,100   4,664,100 
Total $9,516,568  $9,516,568 

The Company tests for goodwill impairment at each reporting unit.  The Company had $136,762 of goodwill related to NetSol Omni, whose assets and business were consolidated into NetSol PK.  As such, the goodwill was considered impaired at June 30, 2014 and the Company recorded an impairment of $136,762 which is recorded in general and administrative expenses on the accompanying consolidated statements of operations. There was no goodwill impairment for the year ended June 30, 2013.


2015. The Company recorded $136,762 as goodwill impairment for the year ended June 30, 2014.

NOTE 10 – INVESTMENT UNDER EQUITY METHOD


On April 10, 2009, the Company entered into an agreement to form a joint venture with the Atheeb Trading Company, a member of the Atheeb Group (“Atheeb”). The joint venture entity Atheeb NetSol Saudi Company Ltd. (“Atheeb NetSol”) is a company organized under the laws of the Kingdom of Saudi Arabia. The venture was formed with an initial capital contribution of $268,000 by the Company and $266,930 by Atheeb with a profit sharing ratio of 50.1:49.9, respectively. The final formation of the company was completed on March 7, 2010.Currently theThe Company does not havehad no control over the operational and financial matters of Atheeb NetSol; therefore, it iswas considered as an associated company and accounted for under the equity method. Due to change in foreign laws and losses the Company has withdrawn from the joint venture. As a result, the net value of the investment in the accompanying financial statements as of June 30, 2015 & 2014 was $Nil.

F-24
 
F-22

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements

June 30, 20142015 and 2013

The Company's investment in equity for the years ended June 30, 2014 and 2013 is as follows:
Net book value at June 30, 2012 $- 
Investment during the period  - 
Net income for the year ended June 30, 2013  1,096,086 
NetSol's share (50.1%)  549,140 
Unabsorbed losses brought forward  (3,657)
Total income  545,483 
Income adjusted against investment  545,483 
Net book value at June 30, 2013 $545,483 
Investment during the period  - 
Net loss for the year ended June 30, 2014  (1,072,535)
Net loss applicable to NetSol  (545,483)
Total loss  (545,483)
Loss adjusted against investment  (545,483)
Net book value at June 30, 2014 $- 

NOTE 11 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

  
As of June 30,
2014
  
As of June 30,
2013
 
       
 Accounts Payable $1,642,325  $825,025 
 Accrued Liabilities  2,956,686   2,056,003 
 Accrued Payroll  44,185   25,529 
 Accrued Payroll Taxes  261,261   218,084 
 Interest Payable  61,555   71,872 
 Taxes Payable  165,649   727,408 
 Other Payable  103,226   103,226 
Total $5,234,887  $4,027,147 

  As of  As of 
  June 30, 2015  June 30, 2014 
         
Accounts Payable $1,514,841  $1,642,325 
Accrued Liabilities  3,978,435   2,956,686 
Accrued Payroll  8,974   44,185 
Accrued Payroll Taxes  282,572   261,261 
Interest Payable  41,556   61,555 
Taxes Payable  22,957   165,649 
Other Payable  103,226   103,226 
Total $5,952,561  $5,234,887 

NOTE 12 – DEBTS

Notes and leases payable consisted of the following:

   As of June 30, 2015 
      Current  Long-Term 
Name  Total  Maturities  Maturities 
           
D&O Insurance(1) $79,872  $79,872  $- 
Habib Bank Line of Credit(2)  -   -   - 
Bank Overdraft Facility(3)  -   -   - 
HSBC Loan(4)  447,161   322,349   124,812 
Term Finance Facility(5)  -   -   - 
Loan Payable Bank(6)  2,892,961   2,892,961   - 
Loan From Related Party(7)  129,979   129,979   - 
    3,549,973   3,425,161   124,812 
Subsidiary Capital Leases(8)  833,872   471,192   362,680 
   $4,383,845  $3,896,353  $487,492 

   As of June 30, 2014 
       Current  Long-Term 
Name  Total  Maturities  Maturities 
              
D&O Insurance(1) $54,547  $54,547  $- 
Habib Bank Line of Credit(2)  2,438,844   2,438,844   - 
Bank Overdraft Facility(3)  -   -   - 
HSBC Loan(4)  835,899   346,138   489,761 
Term Finance Facility(5)  632,527   253,011   379,516 
Loan Payable Bank(6)  2,024,087   2,024,087   - 
Loan From Related Party(7)  322,600.00   194,740.00   127,860.00 
    6,308,504   5,311,367   997,137 
Subsidiary Capital Leases(8)  1,014,834   479,891   534,943 
   $7,323,338  $5,791,258  $1,532,080 

F-25
 
F-23

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements

June 30, 20142015 and 2013

    As of June 30, 2014 
Name   Total  
Current
Maturities
  
Long-Term
Maturities
 
            
D&O Insurance (1) $54,547  $54,547  $- 
Habib Bank Line of Credit (2)  2,438,844   2,438,844   - 
Bank Overdraft Facility (3)  -   -   - 
HSBC Loan (4)  835,899   346,138   489,761 
Term Finance Facility (5)  632,527   253,011   379,516 
Loan Payable Bank (6)  2,024,087   2,024,087   - 
Loan From Related Party (7)  322,600   194,740   127,860 
     6,308,504   5,311,367   997,137 
Subsidiary Capital Leases (8)  1,014,834   479,891   534,943 
    $7,323,338  $5,791,258  $1,532,080 
    As of June 30, 2013 
Name   Total  
Current
Maturities
  
Long-Term
Maturities
 
               
D&O Insurance (1) $88,292  $88,292  $- 
Habib Bank Line of Credit (2)  1,785,237   1,785,237   - 
Bank Overdraft Facility (3)  312,139   312,139   - 
HSBC Loan (4)  1,047,014   336,339   710,675 
Term Finance Facility (5)  867,195   495,540   371,655 
Loan Payable Bank (6)  1,982,161   1,982,161   - 
Loan From Related Party (7)  -   -   - 
     6,082,038   4,999,708   1,082,330 
Subsidiary Capital Leases (8)  638,800   308,918   329,882 
    $6,720,838  $5,308,626  $1,412,212 
2014

(1) The Company finances Directors’ and Officers’ (“D&O”) liability insurance as well as Errors and Omissions (“E&O”) liability insurance, for which the total balances are renewed on an annual basis and as such are recorded in current maturities. The interest rate on the insurance financing was 0.55%0.49% and 0.40%0.55% as of June 30, 2015 and 2014, and 2013, respectively.

(2) In April 2008, the Company entered into an agreement with Habib American Bank to secure a line of credit to be collateralized by certificates of deposit held at the bank. The interest rate on this line of credit is variable and was 1.5% and 1.5% as of June 30, 2015 and 2014, and 2013, respectively. Interest expense for the years ended June 30, 2014 and 2013 was $28,848 and $26,702, respectively.

In February 2012, the Company entered into agreement with HSBC for the issuance of stand by letter of credit worth $90,000 in favor of landlord against the new office space. The Company has deposited $90,000 in a saving account with HSBC as collateral against this letter of credit.
In June 2012, the Company’s subsidiary, NTA, entered into an agreement with Habib American Bank to secure a line of credit up to $500,000 to be collateralized by certificates of deposit of the same value held at the bank. The interest rate on this line of credit is variable and was 1.9% and 1.5% as of June 30, 2015 and 2014, and 2013, respectively. InterestCombined interest expense for the years ended June 30, 2015 and 2014 was $8,658 and 2013 was $6,916 and $3,341,$35,764, respectively.
F-24

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2014 and 2013

(3) During the year ended June 30, 2008, the Company’s subsidiary, NTE entered into an overdraft facility with HSBC Bank plc whereby the bank would cover any overdrafts up to £300,000, or approximately $511,440.$471,550. The annual interest rate was 4.75% and 5.20% as of June 30, 2015 and 2014, and 2013, respectively.

This overdraft facility requires that the aggregate amount of invoiced trade debtors (net of provisions for bad and doubtful debts and excluding intra-group debtors) of NTE, not exceeding 90 days old, will not be less than an amount equal to 200% of the facility. As of June 30, 2014,2015, NTE was in compliance with this covenant.

(4) In October 2011, the Company’s subsidiary, NTE, entered into a loan agreement with HSBC Bank to finance the acquisition of 51% of a controlling interest in Virtual Leasing Services Limited. HSBC Bank guaranteed the loan up to a limit of £1,000,000, or approximately $1,704,800$1,571,833 for a period of 5 years with monthly payments of £18,420, or approximately $31,400.$28,953. The interest rate was 4% which is 3.5% above the bank sterling base rate. The loan is securitized against debenture comprising of fixed and floating charges over all the assets and undertakings of NTE including all present and future freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital, both present and future. Interest expense for the years ended June 30, 2015 and 2014 was $47,255 and 2013 was $70,667, and $81,347, respectively.

This facility requires that NTE’s adjusted tangible net worth would not be less than £600,000. For this purpose, adjusted tangible net worth means shareholders’ funds less intangible assets plus non-redeemable preference shares. In addition, NTE’s cash debt service coverage would not fall below 150% of the aggregate debt service cost. As of June 30, 2014,2015, NTE was in compliance with this covenant.

(5) The Company’s subsidiary, NetSol PK, entered into two different term finance facilities from Askari Bank to finance the construction of a new building. The total aggregate amount of these facilities areis Rs. 112,500,000, or approximately $1,138,550$1,084,860 (secured by the first charge of Rs. 580 million or approximately $5.87$5.59 million over the land, building and equipment of the company)NetSol PK). The interest rate was 12.90%9.79% and 12.13%12.39% as of June 30, 20142015 and 2013,2014, respectively, which is 2.75% above the six-month Karachi Inter Bank Offering Rate. During the year ended June 30, 2015, NetSol PK paid off the complete liability against this financing.

F-26
 

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

June 30, 2015 and 2014

(6) The Company’s subsidiary, NetSol PK, has an export refinance facility with Askari Bank Limited, secured by the Company’sNetSol PK’s assets. This is a revolving loan that matures every six months. Total facility amount is Rs. 300,000,000 or $3,036,130. The$2,892,961.The interest rate for the loans was 7.5% and 9.4% at June 30, 2015 and 2014, and 2013.respectively. Interest expense for the yearsyear ended June 30, 2015 and 2014 was $146,264 and 2013 was $169,795, and $180,407, respectively.


Both term and export refinance facilities from Askari Bank Limited amounting to Rupees 262.5300 million ($3.182.89 million) require NetSol PK to maintain a long term debt equity ratio of 60:40 and the current ratio of 1:1. As of June 30, 2014,2015, NetSol PK was in compliance with this covenant.

(7) In October 2013, the Company’s subsidiary, NTE, entered into a loan agreement with Investec, a related party, to finance VLS. The loan amount was £100,000, or approximately $170,480,$157,183, for a period of 1 year with monthly payments of £8,676, or approximately $14,790.$13,637. The interest rate was 4.1%.


F-25

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
As of June 30, 2014 and 2013
2015, NTE has paid the loan in full.

In March 2014, the Company’s subsidiary, VLS, entered into a loan agreement with Investec a related party.Investec. The loan amount was £150,000, or approximately $255,720,$235,775, for a period of 2two years with annual payments of £75,000, or approximately $127,860.$117,887. The interest rate was 3.13%. As of June 30, 2014, the subsidiary2015, VLS has used this facility up to $264,351$129,979 including interest due, of which $127,860and was shown as long term liabilities and remainder $136,491 asa current maturity including four months of accrued interest.


Followingmaturity.

The following table represents future payments of loans described in the above sub notes 1 to 7

  
As of June 30,
2014
 
Loan Payments   
Due FYE 6/30/15 $5,311,367 
Due FYE 6/30/16  744,763 
Due FYE 6/30/17  252,374 
Total Loan Payments  6,308,504 
Less:  Current portion  (5,311,367)
Non-Current portion $997,137 

  As of 
  June 30, 2015 
Loan Payments    
Due FYE 6/30/16 $3,425,161 
Due FYE 6/30/17  124,812 
Total Loan Payments  3,549,973 
Less: Current portion  (3,425,161)
Non-Current portion $124,812 

(8) The Company leases various fixed assets under capital lease arrangements expiring in various years through 2018. The assets and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. The assets are depreciated over the lesser of their related lease terms or their estimated useful lives and are secured by the assets themselves. Depreciation of assets under capital leases is included in depreciation expense for the years ended June 30, 20142015 and 2013.2014.

F-27
 

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

June 30, 2015 and 2014

Following is the aggregate minimum future lease payments under capital leases for the year-endedyear ended June 30, 2014:

  Amount 
Minimum Lease Payments   
Due FYE 6/30/15 $575,020 
Due FYE 6/30/16  404,613 
Due FYE 6/30/17  171,178 
Due FYE 6/30/18  10,021 
Total Minimum Lease Payments  1,160,832 
Interest Expense relating to future periods  (145,998)
Present Value of minimum lease payments  1,014,834 
Less:  Current portion  (479,891)
Non-Current portion $534,943 
F-26

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2014 and 2013
2015:

  Amount 
Minimum Lease Payments    
Due FYE 6/30/16 $531,827 
Due FYE 6/30/17  307,563 
Due FYE 6/30/18  76,621 
Total Minimum Lease Payments  916,011 
Interest Expense relating to future periods  (82,139)
Present Value of minimum lease payments  833,872 
Less: Current portion  (471,192)
Non-Current portion $362,680 

NOTE 13 – INCOME TAXES

The Company is incorporated in the State of Nevada and registered to do business in the State of California. The following is a breakdown of income before the provision for income taxes:

F-27

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2014 and 2013

Consolidated pre-tax income (loss) consists of the following:

  Years Ended June 30, 
  2014  2013 
US operations $(3,478,331) $(2,878,018)
Foreign operations  (10,279,861)  15,431,499 
  $(13,758,192) $12,553,481 

  Years Ended June 30,
  2015  2014 
US operations $(3,621,392) $(3,478,331)
Foreign operations  (1,214,282)  (10,279,861)
  $(4,835,674) $(13,758,192)

The components of the provision for income taxes are as follows:

  Years Ended June 30,
  2015  2014 
Current:        
Federal $-  $- 
State and Local  -   - 
Foreign  413,498   338,282 
         
Deferred:        
Federal  -   - 
State and Local  -   - 
Foreign  -   - 
Provision for income taxes $-  $338,282

F-28
 
  Years Ended June 30, 
  2014  2013 
Current:      
Federal $-  $- 
State and Local  -   - 
Foreign  338,282   465,426 
         
Deferred:        
Federal  -   - 
State and Local  -   - 
Foreign  -   - 
Provision for income taxes $338,282  $465,426 

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

June 30, 2015 and 2014

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

  Years Ended June 30, 
  2014     2013    
Income tax (benefit) provision at statutory rate $(4,677,785)  34.0% $4,268,184   34.0%
State income (benefit) taxes, net of federal tax benefit  (67,583)  0.5%  (114,630)  -0.9%
Foreign earnings taxed at different rates  2,223,746   -16.2%  (4,781,284)  -38.1%
Change in valuation allowance for deferred tax assets  2,584,235   -18.8%  1,056,139   8.4%
Share of net (income) loss in equity method investee  217,266   -1.6%  (192,245)  -1.5%
Other  58,403   -0.42%  229,262   1.8%
Provision for income taxes $338,282   -2.5% $465,426   3.7%
F-28

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2014 and 2013

  Years Ended June 30,
  2015       2014     
Income tax (benefit) provision at statutory rate $(1,692,486)  35.0% $(4,677,785)  34.0%
State income (benefit) taxes, net of federal tax benefit  (278,051)  5.7%  (67,583)  0.5%
Foreign earnings taxed at different rates  1,655,514   -34.2%  2,223,746   -16.2%
Change in valuation allowance for deferred tax assets  843,390   -17.4%  2,584,235   -18.8%
Share of net (income) loss in equity method investee  -   0.0%  217,266   -1.6%
Other  (114,869)  2.38%  58,403   -0.4%
Provision for income taxes $413,498   -8.6% $338,282   -2.5%

Deferred income tax assets and liabilities as of June 30, 20142015 and 20132014 consist of tax effects of temporary differences related to the following:

  Years Ended June 30, 
  2014  2013 
Net operating loss carry forwards $13,947,156  $11,396,640 
Other  216,706   182,987 
Net deferred tax assets  14,163,862   11,579,627 
Valuation allowance for deferred tax assets  (14,163,862)  (11,579,627)
Net deferred tax assets $-  $- 

  Years Ended June 30, 
  2015  2014 
Net operating loss carry forwards $14,527,578  $13,947,156 
Other  479,674   216,706 
Net deferred tax assets  15,007,252   14,163,862 
Valuation allowance for deferred tax assets  (15,007,252)    
Net deferred tax assets $-  $- 

The Company has established a full valuation allowance as management believes it is more likely than not that these assets will not be realized in the future. The valuation allowance increased by $2,584,235$843,390 for the year ended June 30, 20142015 mainly due to adjusting the Company'sCompany’s net operating loss carry forwards for the current year operating loss.


At June 30, 2014,2015, federal and state net operating loss carry forwards in the United States of America were $34,225,224$36,374,907 and $5,526,650,$6,414,294, respectively. Federal net operating loss carry forwards begin to expire in 2020, while state net operating loss carry forwards begin to expire in 2014.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 be limited pursuant to section 382 of the Internal Revenue Code. Net operating losses related to foreign entities were $8,118,547$5,018,966 at June 30, 2014.

2015.

As of June 30, 2014,2015, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters. The Company will recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense.

F-29
 

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

June 30, 2015 and 2014

The Company is subject to U.S. federal income tax, as well as various state and foreign jurisdictions. The Company is currently open to audit under the statute of limitations by the federal and state jurisdictions for the years ending June 30, 20112012 through 2013.2014. The Company does not anticipate any material amount of unrecognized tax benefits within the next 12 months.

The cumulative amount of undistributed earnings of foreign subsidiaries that the Company intends to permanently invest and upon which no deferred US income taxes have been provided is $28,838,494$28,046,265 as of June 30, 2014.2015. The additional US income tax on unremitted foreign earnings, if repatriated, would be offset in part by foreign tax credits. The extent of this offset would depend on many factors, including the method of distribution, and specific earnings distributed. The Company determined that it is not practicable to determine unrecognized deferred tax liability associated with the unremitted earnings attributable to the foreign subsidiaries.

F-29

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Income from the export of computer software and its related services developed in Pakistan is exempt from tax through June 30, 2014 and 2013

2016.

NOTE 14 – STOCKHOLDERS’ EQUITY


During the years ended June 30, 20142015 and 2013,2014, the Company issued 65,000152,500 and 5,00065,000 restricted shares of common stock, respectively, for services rendered by officers of the Company. These shares were valued at the fair market value of $663,350$699,000 and 25,200,$663,350, respectively, and recorded as compensation expense in the accompanying consolidated financial statements.


During the years ended June 30, 20142015 and 2013,2014, the Company issued 5,17341,726 and nil5,173 restricted shares of common stock, respectively, for services rendered by the independent members of the Board of Directors as part of their board compensation. These shares were valued at the fair market value of $55,249$173,633 and $Nil, respectively,$55,249, and recorded as compensation expense in the accompanying consolidated financial statements.

During the years ended June 30, 20142015 and 2013,2014, the Company issued 9,000170,275 and 2,5009,000 restricted shares of common stock, respectively, to employees pursuant to the terms of their employment agreements. These shares were valued at the fair market value of $81,395$603,075 and $12,600,$81,394, respectively, and recorded as compensation expense in the accompanying consolidated financial statements.


F-30

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2014 and 2013

During the years ended June 30, 2014, and 2013, the Company issued 2,400 and 4,800 restricted shares of common stock for services performed by unrelated consultants. These shares were valued at the fair market value of $17,424, and $18,420, respectively, and recorded as general and administrative costs in the accompanying consolidated financial statements.


During the year ended June 30, 2014, the Company issued 27,000 shares of its common stock for the settlement of a payable to a related party valued at $210,060.

During the year ended June 30, 2015, the Company received $2,359,530 pursuant to a stock purchase agreement for the purchase of 743,107 restricted shares of common stock at price ranging from $2.85 to $4.46 per share.

During the year ended June 30, 2015, the Company received $191,400 pursuant to a stock option agreement for the exercise of 49,329 restricted shares of common stock at price of $3.88 per share.

During the year ended June 30, 2015, the Company determined that certain subscription receivables related to stock issuances in previous years were deemed uncollectible and reduced the subscription receivable account $982,181 with a corresponding entry to additional-paid-in-capital.

During the year ended June 30, 2015, the Company determined that certain subscription receivables related to the exercise of stock options were deemed uncollectible and reduced the subscription receivable account by $158,635 with a corresponding entry to compensation expense.

F-30
 

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

NOTE 15 – STOCK BASED COMPENSATION

The Company maintains several Incentive and Non-Statutory Stock Option Plans (“Plans”) for its employees and consultants. Options granted under these Plans to an employee of the Company become exercisable over a period of no longer than ten (10) years and no less than twenty percent (20%) of the shares are exercisable annually. Options are not exercisable, in whole or in part, prior to one (1) year from the date of grant unless the board of directors specifically determines otherwise, as provided.


Two types of options may be granted under these Plans: (1) Incentive Stock Options (also known as Qualified Stock Options) which may only be issued to employees of the Company and whereby the exercise price of the option is not less than the fair market value of the common stock on the date it was reserved for issuance under the Plan; and (2) Non-statutory Stock Options which may be issued to either employees or consultants of the Company and whereby the exercise price of the option is less than the fair market value of the common stock on the date it was reserved for issuance under the plan. Grants of options may be made to employees and consultants without regard to any performance measures. All options issued pursuant to the Plan are nontransferable and subject to forfeiture.


In July 2013,May 2015, the shareholders approved the 20132015 Equity Incentive Plan (the “2013“2015 Plan”) which provides for the grant of equity-based awards, including options, stock appreciation rights, restricted stock awards or performance share awards or any other right or interest relating to shares or cash, to eligible participants. The aggregate number of shares reserved and available for award under the 20132015 Plan was 1,250,000. The 20132015 Plan contemplates the issuance of common stock upon exercise of options or other awards granted to eligible persons under the 20132015 Plan. Shares issued under the 20132015 Plan may be both authorized and unissued shares or previously issued shares acquired by the Company. Upon termination or expiration of an unexercised option, stock appreciation right or other stock-based award under the 20132015 Plan, in whole or in part, the number of shares of common stock subject to such award again becomes available for grant under the 20132015 Plan. Any shares of restricted stock forfeited as described below will become available for grant. The maximum number of shares that may be granted to any one participant in any calendar year may not exceed 50,000 shares. All options issued pursuant to the Plan are nontransferable and subject to forfeiture.

F-31
 
F-31

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

June 30, 20142015 and 20132014

Options granted under the 20132015 Plan are not generally transferable and must be exercised within 10 years, subject to earlier termination upon termination of the option holder'sholder’s employment, but in no event later than the expiration of the option'soption’s term. The exercise price of each option may not be less than the fair market value of a share of the Company’s common stock on the date of grant (except in connection with the assumption or substitution for another option in a manner qualifying under Section 424(a) of the Internal Revenue Code of 1986, as amended. Incentive stock options granted to any participant who owns 10% or more of the Company’s outstanding common stock (a “Ten Percent Shareholder”) must have an exercise price equal to or exceeding 110% of the fair market value of a share of our common stock on the date of the grant and must not be exercisable for longer than five years. Options become vested and exercisable at such times or upon such events and subject to such terms, conditions, performance criteria or restrictions as specified by the Committee. The maximum term of any option granted under the 20132015 Plan is ten years, provided that an incentive stock option granted to a Ten Percent Shareholder must have a term not exceeding five years.


Under the 20132015 Plan, a participant may also be awarded a "performance“performance award," which means that the participant may receive cash, stock or other awards contingent upon achieving performance goals established by the Committee. The Committee may also make "deferred share"“deferred share” awards, which entitle the participant to receive the Company’s stock in the future for services performed between the date of the award and the date the participant may receive the stock. The vesting of deferred share awards may be based on performance criteria and/or continued service with the Company. A participant who is granted a "stock“stock appreciation right"right” under the Plan has the right to receive all or a percentage of the fair market value of a share of stock on the date of exercise of the stock appreciation right minus the grant price of the stock appreciation right determined by the Committee (but in no event less than the fair market value of the stock on the date of grant). Finally, the Committee may make "restricted stock"“restricted stock” awards under the 20132015 Plan, which are subject to such terms and conditions as the Committee determines and as are set forth in the award agreement related to the restricted stock. As of June 30, 2014,2015, no shares were issued under this plan to non- officersnon-officer employees.

F-32
 
F-32

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

June 30, 20142015 and 2013

2014

A summary of option and warrant activity for the years ended June 30, 20142015 and 20132014 is presented below:

OPTIONS:
  # of shares  Weighted Ave
Exericse Price
  Weighted
Average
Remaining
Contractual
Life (in years)
  Aggregated
Intrinsic Value
 
             
Outstanding and exercisable, June 30, 2012  803,433  $19.73   3.69  $- 
Granted  362,747  $5.51         
Exercised  (449,285) $5.70         
Expired / Cancelled  (405,433) $25.87         
Outstanding and exercisable, June 30, 2013  311,462  $15.65   3.3  $523,125 
Granted  612,793  $4.32         
Exercised  (112,793) $6.29         
Expired / Cancelled  (54,000) $32.92         
Outstanding  June 30, 2014  757,462  $6.65   2.2  $- 
Exercisable, June 30, 2014  257,462  $12.03   2.63  $- 
                 
WARRANTS:                
Outstanding and exercisable, June 30, 2012  261,719  $4.24   6.59  $- 
Granted / adjusted  5,922  $0.27         
Exercised  (104,517) $5.12         
Expired  -   -         
Outstanding and exercisable, June 30, 2013  163,124  $7.29   3.19  $451,519 
Granted / adjusted  -   -         
Exercised  -   -         
Expired  -   -         
Outstanding and exercisable, June 30, 2014  163,124  $7.29   2.2  $- 
F-33

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2014 and 2013

  # of shares  Weighted Ave Exercise Price  Weighted Average Remaining Contractual Life (in years)  Aggregated Intrinsic Value 
             
OPTIONS:            
Outstanding and exercisable, June 30, 2013  311,462  $15.65   3.3  $523,125 
Granted  612,793  $4.32         
Exercised  (112,793) $6.29         
Expired / Cancelled  (54,000) $32.92         
Outstanding June 30, 2014  757,462  $6.65   2.2  $- 
Granted  -   -         
Exercised  (49,329) $3.88         
Expired / Cancelled  -   -         
Outstanding and exercisable, June 30, 2015  708,133  $6.84   1.22  $572,352 
                 
WARRANTS:                
Outstanding and exercisable, June 30, 2013  163,124  $7.29   3.19  $451,519 
Granted / adjusted  -   -         
Exercised  -   -         
Expired  -   -         
Outstanding and exercisable, June 30, 2014  163,124  $7.29   2.2  $- 
Granted / adjusted  -   -         
Exercised  -   -         
Expired  -   -         
Outstanding and exercisable, June 30, 2015  163,124  $7.29   1.22  $- 

The following table summarizes information about stock options and warrants outstanding and exercisable as ofat June 30, 2014:2015:

Exercise Price Number Outstanding and Exercisable  Weighted Average Remaining Contractual Life  Weighted Ave Exercise Price 
OPTIONS:            
             
$0.10 - $9.90  634,133   1.27  $4.84 
$10.00 - $19.90  14,000   0.63  $18.18 
$20.00 - $29.90  60,000   0.84  $25.33 
Totals  708,133   1.22  $6.84 
             
WARRANTS:            
$5.00 - $7.50  163,124   1.22  $7.29 
Totals  163,124   1.22  $7.29 

F-33
 
Exercise Price Number
Outstanding
  Weighted
Average
Remaining
Contractual
Life
  Weighted
Ave
Exericse
Price
  Number
Exercisable
  Weighted
Average
Remaining
Contractual
Life
  Weighted
Ave
Exericse
Price
 
OPTIONS:                  
                     
$0.10 -$9.90  683,462   2.24  $4.77   183,462   2.97  $7.21 
$10.00-$19.90  14,000   1.61  $18.18   14,000   1.61  $18.18 
$20.00 -$29.90  60,000   1.82  $25.33   60,000   1.82  $25.33 
 Totals   757,462   2.20  $6.65   257,462   2.63  $12.03 
                           
WARRANTS:                         
$5.00 -$7.50  163,124   2.20  $7.29   163,124   2.20  $7.29 
 Totals   163,124   2.20  $7.29   163,124   2.20  $7.29 

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

The assumptions used in calculating the fair value of options granted using the Black-Scholes option-pricing model for options granted during the years ended June 30, 20142015 and 20132014 are as follows:

  June 30, 2014 June 30, 2013
Risk-free interest rate  0.05%-0.47%  0.01%-0.11%
Expected life (months)  1-24  1-3
Expected volatility  17.5%-57.88%  13.95%-33.22%
Expected dividend  0%   0% 

June 30, 2015June 30, 2014
Risk-free interest rate-0.05% - 0.47%
Expected life-1 month - 10 years
Expected volatility-17.5% - 57.88%
Expected dividend-0%

The weighted average grant-date fair value for the options granted during the yearsyear ended June 30, 2014, and 2013, was $1.32 and $1.41, respectively.

$1.32.

The Company recorded compensation expense of $189,937$622,490 and $678,494$189,937 for the years ended June 30, 2015 and 2014, and 2013, respectively, related to vested options. The compensation expense related to the unvested options as of June 30, 2014 was $622,490 which will be recognized over the weighted average period of 1 year.

F-34

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2014 and 2013
respectively.

The following table summarizes stock grants awarded as compensation:

  # of shares  Weighted
Average Grant
Date Fair Value
($)
 
       
Unvested, June 30, 2012  -   - 
Granted  3,750  $5.48 
Vested  (3,750) $5.48 
Unvested, June 30, 2013  -   - 
Granted  337,899  $5.78 
Vested  (105,899) $10.00 
Unvested, June 30, 2014  232,000  $3.88 

  # of shares  Weighted Average Grant
Date Fair Value
($)
 
       
Unvested, June 30, 2013  -   - 
Granted  337,899  $5.78 
Vested  (105,899) $10.00 
Unvested, June 30, 2014  232,000  $3.88 
Granted  113,275  $3.26 
Vested  (338,608) $3.60 
Unvested, June 30, 2015  6,667  $6.00 

For the years ended June 30, 2015 and 2014, and 2013, the companyCompany recorded compensation expense of $1,059,186$1,475,707 and $6,850$1,059,186, respectively. The compensation expense related to the unvested stock grants as of June 30, 20142015 was $892,400$40,000 which will be recognized over the weighted average period of 1 year.

NOTE 16 – COMMITMENTS AND CONTINGENCIES

(A)  Non-cancellable operating leases

(A)Non-cancellable operating leases

 ·The Company’s headquarters is located in Calabasas California with approximately 7,210 rentable square feet for $21,800$22,456 per month. The term of the lease is for five years and five months and expires August 31, 2017. A $23,821 security deposit is included in other current assets in the accompanying consolidated financial statements.

F-34
 

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

 ·The Australia lease is a two-year lease that expires in March 2016 with a monthly rent of approximately $6,070.$8,437.
 ·
The Beijing lease is a three-year lease that expires in January 2017 with a monthly rent of approximately $13,655.$13,725.
 ·
The Bangkok lease is a three years lease expiring in November 2016 with monthly rent of approximately $9,257.$8,887.
 ·
The NetSol Europe facilities, located in Horsham, United Kingdom, are leased until June 23, 2021 with an annual rent of approximately $118,993.$110,022.
 ·
VLS facilities, located in Chester, United Kingdom, are leased until July 2016 with an annual rent of approximately $36,125.$33,401.
 ·
NTA facilities are located in Alameda, California with a monthly rent of $8,381. The Alameda lease expiresexpired in November 2014, which has been renewed through December 2017.January 2018.
 ·
The NetSol PindiKarachi office lease is a one year-lease that expires in April 2015November 2019 and currently is rented at the rate of approximately $665$7,714 per month.

Upon expiration of the leases, the Company does not anticipate any difficulty in obtaining renewals or alternative space. Rent expense amounted to $1,617,598$1,524,677 and $1,377,545$1,617,598 for the years ended June 30, 2015 and 2014, and 2013, respectively.

F-35

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2014 and 2013

The total annual lease commitment for the next five years is as follows:

FYE 6/30/15 $896,624 
FYE 6/30/16  847,584 
FYE 6/30/17  670,565 
FYE 6/30/18  310,612 
FYE 6/30/19  118,993 

FYE 6/30/16 $971,890 
FYE 6/30/17  751,488 
FYE 6/30/18  394,212 
FYE 6/30/19  202,593 
FYE 6/30/20  148,593 

(B)Litigation

As previously disclosed, on July 25, 2014, purported class action lawsuits were filed in the U.S. District Court for the Central District of California against the Company and three of its current or former officers and/or directors, which have been consolidated under the captionRand-Heart of New York, Inc. v. NetSol Technologies, Inc., et al., Case No. 2:14-cv-05787 PA (SHx). Plaintiffs subsequently filed a consolidated complaint, which asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 premised on allegedly false and misleading statements regarding the Company’s next generation product, NFS Ascent, and whether it was truly available on a global basis when stated. After several successful motions by the Company, the Court granted the plaintiff a final opportunity to amend the complaint on a narrowed basis. The amended complaint was filed which contained a much narrowed class period from October 2013 to November 8, 2013, eliminated all but one of the individual defendants from the suit, and limited the scope of the alleged claims. The Company has filed an answer to this final amended complaint.

The Company continues to believe the amended allegations are meritless and intends to vigorously defend all claims asserted. The Company has engaged counsel and has liability insurance. Given the early stage of the litigation, however, at this time the Company is unable to form a professional judgment that an unfavorable outcome is either probable or remote, and it is not possible to assess whether or not the outcome of these proceedings will or will not have a material adverse effect on the Company.

(B)  LitigationF-35
 
See Note 20, Subsequent Events for class action lawsuit filed on July 25, 2014.

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

June 30, 2015 and 2014

NOTE 17 – SEGMENT INFORMATION AND GEOGRAPHIC AREAS

The Company has identified three global regions or segments for its products and services; North America, Europe, and Asia-Pacific. The reportable segments are business units located in different global regions. Each business unit provides similar products and services; license fees for leasing and asset-based software, related maintenance fees, and implementation and IT consulting services. Separate management of each segment is required because each business unit is subject to operational issues and strategies unique to their particular regional location. We account for intercompany sales and expenses as if the sales or expenses were to third parties and eliminate them in consolidation.

The following table presents a summary of identifiable assets as of June 30, 20142015 and 2013:2014:

  As of  As of 
  June 30, 2015  June 30, 2014 
Identifiable assets:        
Corporate headquarters $4,896,334  $5,150,823 
North America  7,162,846   7,406,631 
Europe  6,631,945   6,169,265 
Asia - Pacific  70,271,209   76,176,555 
Consolidated $88,962,334  $94,903,274 

F-36
 
  
As of June 30,
 2014
  
As of June 30,
 2013
 
Identifiable assets:      
Corporate headquarters $5,150,823  $5,011,474 
North America  7,406,631   7,661,245 
Europe  6,169,265   8,838,425 
Asia - Pacific  76,176,555   81,192,971 
Consolidated $94,903,274  $102,704,115 
F-36

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

June 30, 20142015 and 2013

2014

The following table presents a summary of operating information for the years ended June 30:

  2015  2014 
Revenues from unaffiliated customers:        
North America $5,535,183  $4,729,908 
Europe  5,707,127   5,813,744 
Asia - Pacific  32,110,574   20,154,790 
   43,352,884   30,698,442 
Revenue from affiliated customers        
Europe  1,652,077   715,567 
Asia - Pacific  6,043,617   4,970,794 
   7,695,694   5,686,361 
Consolidated $51,048,578  $36,384,803
    
Intercompany revenue    
Europe $302,812 $490,888
Asia - Pacific 4,620,426 3,680,292
Eliminated $4,923,238 $4,171,180
    
Net income (loss) after taxes and before non-controlling interest:    
Corporate headquarters $(4,306,400) $(4,372,278)
North America 685,008 893,947
Europe (767,103) (2,078,631)
Asia - Pacific (860,677) (8,539,512)
Discontinued operation - 1,158,752
Consolidated $(5,249,172) $(12,937,722)
    
Depreciation and amortization:    
Corporate headquarters $16,148 $47,932
North America 165,240 100,875
Europe 665,826 854,163
Asia - Pacific 9,496,600 7,727,766
Consolidated $10,343,814 $8,730,736
    
Interest expense:    
Corporate headquarters $13,783 $34,461
North America 1,588 6,916
Europe 52,926 164,569
Asia - Pacific 98,665 49,731
Consolidated $166,962 $255,677
    
Income tax expense:    
Europe $1,244 $7,298
Asia - Pacific 412,254 330,984
Consolidated $413,498 $338,282 

F-37
 
  2014  2013 
Revenues from unaffiliated customers:      
North America $4,729,908  $5,796,484 
Europe  6,529,311   7,838,642 
Asia - Pacific  20,154,790   32,479,754 
Consolidated $31,414,009  $46,114,880 
         
Revenue from affiliated customers        
Asia - Pacific $4,970,794  $3,734,583 
   4,970,794   3,734,583 
Consolidated $36,384,803  $49,849,463 
         
Intercompany Revenue        
Europe $490,888  $197,761 
Asia - Pacific  3,680,292   3,380,512 
Eliminated $4,171,180  $3,578,273 
         
Net income (loss) after taxes and before non-controlling interest:        
Corporate headquarters $(5,012,922) $(3,695,617)
North America  1,357,522   2,452,427 
Europe  (1,583,512)  1,050,276 
Asia - Pacific  (8,857,562)  14,066,719 
Discontinued operation  1,158,752   (1,785,750)
Consolidated $(12,937,722) $12,088,055 
         
Depreciation and amortization:        
Corporate headquarters $47,932  $136,541 
North America  100,875   164,831 
Europe  854,163   860,485 
Asia - Pacific  7,727,766   4,059,647 
Consolidated $8,730,736  $5,221,504 
         
Interest expense:        
Corporate headquarters $34,461  $358,308 
North America  6,916   42,235 
Europe  164,569   184,447 
Asia - Pacific  49,731   78,977 
Consolidated $255,677  $663,967 
         
Income tax expense:        
Europe $7,298  $7,606 
Asia - Pacific  330,984   457,820 
Consolidated $338,282  $465,426 
F-37

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

June 30, 20142015 and 2013

2014

The following table presents a summary of capital expenditures for the years ended June 30:


  2014  2013 
 Capital expenditures:      
Corporate headquarters $4,531  $7,992 
North America  16,387   51,741 
Europe  523,189   491,226 
Asia - Pacific  12,692,029   8,407,917 
Consolidated $13,236,136  $8,958,876 

  2015  2014 
Capital expenditures:        
Corporate headquarters $3,439  $4,531 
North America  47,497   16,387 
Europe  140,870   523,189 
Asia - Pacific  3,366,906   12,692,029 
Consolidated $3,558,712  $13,236,136 

Geographic Information

Disclosed 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 20142015 and 2013.

  June 30, 2014  June 30, 2013 
  Revenue  Long-lived Assets  Revenue  Long-lived Assets 
             
China $9,924,993  $10,420  $10,156,476  $138,597 
Thailand  3,833,442   612,189   7,104,115   520,652 
USA  6,205,706   9,621,308   5,013,889   10,552,454 
UK  8,745,813   1,217,371   6,882,417   1,492,607 
Pakistan & India  1,278,860   56,550,911   2,731,951   47,379,603 
Australia & New Zealand  1,960,661   28,515   6,030,646   440 
Mexico  1,133,492   -   2,624,450   - 
Other Countries  3,301,836   -   9,305,519   - 
Total $36,384,803  $68,040,714  $49,849,463  $60,084,353 
2014.

  June 30, 2015  June 30, 2014 
  Revenue  Long-lived Assets  Revenue  Long-lived Assets 
             
China $15,119,518  $27,453  $9,924,993  $10,420 
Thailand  4,842,577   123,097   3,833,442   612,189 
USA  7,190,905   4,715,670   6,205,706   4,982,884 
UK  10,641,565   4,075,864   8,745,813   4,689,185 
Pakistan & India  1,868,090   48,457,329   1,278,860   57,717,521 
Australia & New Zealand  2,672,265   37,303   1,960,661   28,515 
Mexico  1,202,832   -   1,133,492   - 
Indonesia  5,212,919   -   -   - 
Other Countries  2,297,907   14,953.00   3,301,836   - 
Total $51,048,578  $57,451,669  $36,384,803  $68,040,714 

Disclosed in the table below is the reconciliation of revenue from un-affiliated parties by each entity and country disclosed above for the years ended June 30 20142015 and 2013.2014.

  Revenues 2015 
  Total  China  Thailand  USA  UK  Pakistan & India  Australia & New Zealand  Mexico  Indonesia  Other Countries 
                                         
North America: $5,535,183  $-  $-  $4,332,351  $-  $-  $-  $1,202,832  $-  $- 
Europe:  7,375,527   -   -   -   7,094,304   -   -   -   -   281,223 
Asia-Pacific:  38,137,868   15,119,518   4,842,577   2,858,554   3,547,261   1,868,090   2,672,265   -   5,212,919   2,016,684 
Total $51,048,578  $15,119,518  $4,842,577  $7,190,905  $10,641,565  $1,868,090  $2,672,265  $1,202,832  $5,212,919  $2,297,907 

  Revenues 2014 
  Total  China  Thailand  USA  UK  Pakistan & India  Australia & New Zealand  Mexico  Indonesia  Other Countries 
                                         
North America: $4,729,909  $-  $-  $3,596,417  $-  $-  $-  $1,133,492  $-  $- 
Europe:  6,529,311   -   -   -   6,529,311   -   -   -   -   - 
Asia-Pacific:  25,125,583   9,924,993   3,833,442   2,609,289   2,216,502   1,278,860   1,960,661   -   -   3,301,836 
Total $36,384,803  $9,924,993  $3,833,442  $6,205,706  $8,745,813  $1,278,860  $1,960,661  $1,133,492  $-  $3,301,836 

F-38
 
F-38

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

June 30, 20142015 and 2013

  Revenues 2014 
  Total  China  Thailand  USA  UK  Pakistan & India  Australia &
New Zealand
  Mexico  Other Countries 
                            
 Corporate headquarters $-  $-  $-  $-  $-  $-  $-  $-  $- 
                                     
 North America:                                    
 NTA  4,729,908   -   -   3,596,417   -   -   -   1,133,492   - 
   4,729,908   -   -   4,729,908   -   -   -   -   - 
                                     
 Europe:                                    
 NTE  4,471,175   -   -   -   4,471,175   -   -   -   - 
 VLS  2,058,136   -   -   -   2,058,136   -   -   -   - 
   6,529,311   -   -   -   6,529,311   -   -   -   - 
 Asia-Pacific:                                    
 NetSol PK  14,628,317   7,008,245   2,938,706   31,569   -   203,089   1,144,872   -   3,301,836 
 Netsol-Innovation  4,970,794   -   -   2,577,721   2,216,502   -   176,571   -   - 
 Connect  863,620   -   -   -   -   863,620   -   -   - 
 Abraxas  639,218   -   -   -   -   -   639,218   -   - 
 NTPK Thailand  1,106,887   -   894,736   -   -   212,151   -   -   - 
 NetSol Beijing  2,916,748   2,916,748   -   -   -   -   -   -   - 
   25,125,584   9,924,993   3,833,442   2,609,290   2,216,502   1,278,860   1,960,661   -   3,301,836 
                                     
     Total $36,384,803  $9,924,993  $3,833,442  $6,205,706  $8,745,813  $1,278,860  $1,960,661  $1,133,492  $3,301,836 
  Revenues 2013 
  Total  China  Thailand  USA  UK  Pakistan & India  Australia &
New Zealand
  Mexico  Other Countries 
                            
 Corporate headquarters $-  $-  $-  $-  $-  $-  $-  $-  $- 
                                     
 North America:                                    
 NTA  5,796,484   -   -   3,172,034   -   -   -   2,624,450   - 
 North America:  5,796,484   -   -   3,172,034   -   -   -   2,624,450   - 
                                     
 Europe:                                    
 NTE  6,183,202   1,450,000   -   -   3,611,567   -   -   -   1,121,635 
 VLS  1,655,440   -   -   -   1,655,440   -   -   -   - 
 Europe:  7,838,642   1,450,000   -   -   5,267,007   -   -   -   1,121,635 
 Asia-Pacific:                                    
 NetSol PK  22,605,831   8,386,318   2,110,555   1,356   (5,230)  1,119,530   4,397,880   -   6,595,422 
 Netsol-Innovation  3,734,583   -   -   1,840,499   1,620,640   -   273,444   -   - 
 Connect  760,795   -   -   -   -   760,795   -   -   - 
 Abraxas  1,359,322   -   -   -   -   -   1,359,322   -   - 
 NTPK Thailand  7,433,648   -   4,993,560   -   -   851,626   -   -   1,588,462 
 NetSol Beijing  320,158   320,158   -   -   -   -   -   -   - 
 Asia-Pacific:  36,214,337   8,706,476   7,104,115   1,841,855   1,615,410   2,731,951   6,030,646   -   8,183,884 
                                     
     Total $49,849,463  $10,156,476  $7,104,115  $5,013,889  $6,882,417  $2,731,951  $6,030,646  $2,624,450  $9,305,519 
2014

NOTE 18 – DISCONTINUED OPERATIONS

On March 31, 2014, the Company sold 100% of its stock in Vroozi, Inc. for a purchase price of $2,716,050 consisting of $1,810,700 cash, a $452,675 non-interest bearing note receivable due September 30, 2014, and a $452,675 non-interest bearing note receivable contingent upon the occurrence of future events; however, the future events must occur before March 31, 2015. The Company recognized a $1,870,871 gain on the sale, which is recorded in the net income (loss) from discontinued operations in the condensed consolidated statements of operations. The $452,674 non-interest bearing note receivable that is contingent upon the occurrence of future events was not included in the gain calculation due to the uncertainty that the future events would occur.

F-39

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2014 and 2013

NOTE 19 – NON-CONTROLLING INTEREST IN SUBSIDIARY

The Company had non-controlling interests in several of its subsidiaries. The balance of non-controlling interest as of June 30, 20142015 and 20132014 was as follows:

SUBSIDIARY Non Controlling
Interest %
 Non-Controlling
Interest at
June 30, 2014
 
       
NetSol PK  36.62% $14,317,233 
NetSol-Innovation  49.90%  1,546,920 
VLS, VLHS & VLSIL Combined  49.00%  260,359 
Total     $16,124,512 
SUBSIDIARY Non Controlling
Interest %
 Non-Controlling
Interest at
June 30, 2013
 
         
NetSol PK  34.81% $15,593,585 
NetSol-Innovation  49.90%  1,161,649 
VLS, VLHS & VLSIL Combined  49.00%  481,121 
Vroozi  9.09%  34,908 
Total     $17,271,263 
NETSOL TECHNOLOGIES, LIMITED

SUBSIDIARY Non Controlling Interest %  Non-Controlling Interest at
June 30, 2015
 
       
NetSol PK  34.90% $11,411,954 
NetSol-Innovation  49.90%  2,035,548 
VLS, VLHS & VLSIL Combined  49.00%  393,139 
Total     $13,840,641 

SUBSIDIARY Non Controlling Interest %  Non-Controlling Interest at
June 30, 2014
 
       
NetSol PK  36.62% $14,317,233 
NetSol-Innovation  49.90%  1,546,920 
VLS, VLHS & VLSIL Combined  49.00%  260,359 
Total     $16,124,512 

NetSol PK

During the year ended June 30, 2014,2015, employees of the NetSol PK had the following equity transactions:

·Paid a cash dividend of $743,363.
·Declared a 10% stock dividend.
·Issued 2,416,000 shares of common stock and received cash of $356,029 pursuant to employees exercising stock options.
In addition, during the year ended June 30, 2014, theexercised 76,500 options of common stock pursuant to employees exercising stock options and NetSol PK received cash $12,185. The Company purchased 42,5001,580,000 shares of NetSol PK's common stock of NetSol PK from the open market for $17,667.

NETSOL INNOVATION (PVT) LIMITED

$577,222, resulting in an overall decrease in non-controlling interest from 36.62% to 34.90%.

NetSol-Innovation

During the year ended June 30, 2014,2015, NetSol-Innovation paid a cash dividend of $1,500,000.


VROOZI, INC.

On March 31, 2014, the Company sold 100% of its shares in Vroozi. (See Note 17 Discontinued Operations.)

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NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2014 and 2013
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NOTE 20 – SUBSEQUENT EVENTS

On July 25, 2014, a Federal Securities class action lawsuit entitled Rand-Heart of New York, Inc. v. NetSol Technologies, Inc., Najeeb Ghauri, Naeem Ghauri, and Salim Ghauri was filed in Central District of California.  The action generally alleges the Company violated certain federal securities laws by allegedly issuing false and misleading statements regarding the Company’s product and business prospect of that product.  Specifically, the complaint alleges the next generation product did not exist as of November 8, 2011 and there was no reasonable basis for stating that there was a growing interest or serious interest in the product; the product had been gaining momentum or that it had been well received. The plaintiff has alleged the class period to be between November 12, 2009 and November 8, 2013. The complaint initially alleges damages of $1,000,000. The Company has engaged counsel and believes the lawsuit to be meritless and intends to vigorously defend the action including but not limited to motions to dismiss. As of the date of this filing, a class had not yet been established.
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