UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~March~~December 31, 2023

☐ For the transition period from __________ to __________

Commission file number: 0-22773

NETSOL TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

nevada		95-4627685
(State or other Jurisdiction of		(I.R.S. Employer NO.)
Incorporation or Organization)

16000 Ventura Blvd., Suite 770, Encino, CA 91436

(Address of principal executive offices) (Zip Code)

(818) 222-9195 / (818) 222-9197

(Issuer’s telephone/facsimile numbers, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, $0.01 par value per share		NTWK		NASDAQ

Indicate by check mark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

	Large Accelerated Filer ☐	Accelerated Filer ☐
	Non-accelerated Filer ☒	Smaller reporting company ☒
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes ☐ No ☒

The issuer had ~~12,238,042~~12,329,919 shares issued and ~~11,299,011~~11,390,888 outstanding of its $.01 par value Common Stock and no Preferred Stock outstanding as of ~~May 05, 2023.~~February 7, 2024.

NETSOL TECHNOLOGIES, INC.

		Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)		3
Condensed Consolidated Balance Sheets as of ~~March~~December 31, 2023 and June 30, ~~2022~~2023		3
Condensed Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~March~~December 31, 2023 and 2022		4
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and ~~Nine~~Six Months Ended ~~March~~December 31, 2023 and 2022		5
Condensed Consolidated Statements of Stockholders’ Equity for the Three and ~~Nine~~Six Months Ended ~~March~~December 31, 2023 and 2022		6
Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~March~~December 31, 2023 and 2022		98
Notes to the Condensed Consolidated Financial Statements		1110
Item ~~2.Management’s~~2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		3233
Item ~~3.Quantitative~~3. Quantitative and Qualitative Disclosures about Market Risk		4751
Item ~~4.Controls~~4. Controls and Procedures		4751

PART II. OTHER INFORMATION
Item ~~1.Legal~~1. Legal Proceedings		4852
Item 1A Risk Factors		4852
Item ~~2.Unregistered~~2. Unregistered Sales of Equity and Use of Proceeds		4852
Item ~~3.Defaults~~3. Defaults Upon Senior Securities		4852
Item ~~4.Mine~~4. Mine Safety Disclosures		4852
Item ~~5.Other~~5. Other Information		4852
Item ~~6.Exhibits~~6. Exhibits		4852

Page 2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

~~(Unaudited)~~

(Unaudited)

As of As of
March 31, 2023 June 30, 2022
ASSETS
Current assets:
Cash and cash equivalents $ 15,259,497 $ 23,963,797
Accounts receivable, net of allowance of $232,004 and $166,231 9,223,484 8,669,202
Revenues in excess of billings, net of allowance of $43,334 and $136,976 13,741,884 14,571,776
Other current assets 2,599,532 2,223,361
Total current assets 40,824,397 49,428,136
Revenues in excess of billings, net - long term - 853,601
Property and equipment, net 6,871,036 9,382,624
Right of use of assets - operating leases 1,102,729 969,163
Long term investment 1,066,878 1,059,368
Other assets 425 25,546
Intangible assets, net 381,878 1,587,670
Goodwill 9,302,524 9,302,524
Total assets $ 59,549,867 $ 72,608,632

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 7,098,206 $ 6,813,541
Current portion of loans and obligations under finance leases 5,969,044 8,567,145
Current portion of operating lease obligations 421,223 548,678
Unearned revenue 4,167,655 4,901,562
Total current liabilities 17,656,128 20,830,926
Loans and obligations under finance leases; less current maturities 215,243 476,223
Operating lease obligations; less current maturities 651,443 447,260
Total liabilities 18,522,814 21,754,409
Commitments and contingencies - -
Stockholders’ equity:
Preferred stock, $.01 par value; 500,000 shares authorized; - -
Common stock, $.01 par value; 14,500,000 shares authorized; 12,238,042 shares issued and 11,299,011 outstanding as of March 31, 2023 12,196,570 shares issued and 11,257,539 outstanding as of June 30, 2022 122,382 121,966
Additional paid-in-capital 128,536,955 128,218,247
Treasury stock (at cost, 939,031 shares as of March 31, 2023 and June 30, 2022) (3,920,856 ) (3,920,856 )
Accumulated deficit (39,821,470 ) (39,652,438 )
Other comprehensive loss (47,192,994 ) (39,363,085 )
Total NetSol stockholders’ equity 37,724,017 45,403,834
Non-controlling interest 3,303,036 5,450,389
Total stockholders’ equity 41,027,053 50,854,223
Total liabilities and stockholders’ equity $ 59,549,867 $ 72,608,632

	As of			As of
	December 31, 2023			June 30, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	15,659,516		$	15,533,254
Accounts receivable, net of allowance of $421,288 and $420,354		5,975,716			11,714,422
Revenues in excess of billings, net of allowance of $137,406 and $1,380,141		16,299,287			12,377,677
Other current assets		2,142,487			1,978,514
Total current assets		40,077,006			41,603,867
Revenues in excess of billings, net - long term		734,397			-
Property and equipment, net		5,665,699			6,161,186
Right of use assets - operating leases		1,659,622			1,151,575
Other assets		32,338			32,327
Intangible assets, net		-			127,931
Goodwill		9,302,524			9,302,524
Total assets	$	57,471,586		$	58,379,410

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	6,713,920		$	6,552,181
Current portion of loans and obligations under finance leases		5,982,466			5,779,510
Current portion of operating lease obligations		689,770			505,237
Unearned revenue		4,426,008			7,932,306
Total current liabilities		17,812,164			20,769,234
Loans and obligations under finance leases; less current maturities		99,527			176,229
Operating lease obligations; less current maturities		1,022,361			652,194
Total liabilities		18,934,052			21,597,657

Stockholders’ equity:
Preferred stock, $.01 par value; 500,000 shares authorized;		-			-
Common stock, $.01 par value; 14,500,000 shares authorized; 12,329,919 shares issued and 11,390,888 outstanding as of December 31, 2023; 12,284,887 shares issued and 11,345,856 outstanding as of June 30, 2023		123,301			122,850
Additional paid-in-capital		128,587,384			128,476,048
Treasury stock (at cost, 939,031 shares as of December 31, 2023 and June 30, 2023)		(3,920,856	)		(3,920,856	)
Accumulated deficit		(44,456,980	)		(44,896,186	)
Other comprehensive loss		(45,870,309	)		(45,975,156	)
Total NetSol stockholders’ equity		34,462,540			33,806,700
Non-controlling interest		4,074,994			2,975,053
Total stockholders’ equity		38,537,534			36,781,753
Total liabilities and stockholders’ equity	$	57,471,586		$	58,379,410

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

Page 3

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

	2023			2022			2023			2022			2023			2022			2023			2022
	For the Three Months						For the Nine Months						For the Three Months						For the Six Months
	Ended March 31,						Ended March 31,						Ended December 31,						Ended December 31,
	2023			2022			2023			2022			2023			2022			2023			2022
Net Revenues:
License fees	$	1,982,985		$	1,620,827		$	2,248,829		$	3,586,874		$	2,990,453		$	15,884		$	4,270,902		$	265,844
Subscription and support		6,656,082			6,554,540			19,175,585			22,159,798			6,827,781			6,502,669			13,340,024			12,519,503
Services		4,867,322			6,634,459			17,178,452			17,956,877			5,419,707			5,871,805			11,869,196			12,311,130
Total net revenues		13,506,389			14,809,826			38,602,866			43,703,549			15,237,941			12,390,358			29,480,122			25,096,477

Cost of revenues:
Salaries and consultants		6,453,814			6,756,898			19,482,720			18,081,225
Travel		724,431			256,730			1,752,074			753,698
Depreciation and amortization		602,829			741,587			1,950,156			2,236,190
Other		1,020,286			1,220,041			3,318,427			3,712,256
Total cost of revenues		8,801,360			8,975,256			26,503,377			24,783,369

Cost of revenues														8,062,204			9,247,895			16,142,368			17,702,017
Gross profit		4,705,029			5,834,570			12,099,489			18,920,180			7,175,737			3,142,463			13,337,754			7,394,460

Operating expenses:
Selling and marketing		1,643,853			2,074,873			5,413,492			5,502,028
Depreciation and amortization		180,137			206,346			569,313			633,481
General and administrative		3,509,212			3,841,655			10,745,031			11,548,097
Selling, general and administrative														5,807,494			5,716,073			11,240,463			11,394,634
Research and development cost		302,262			251,001			1,244,793			761,621			341,411			472,904			719,830			942,531
Total operating expenses		5,635,464			6,373,875			17,972,629			18,445,227			6,148,905			6,188,977			11,960,293			12,337,165

Income (loss) from operations		(930,435	)		(539,305	)		(5,873,140	)		474,953			1,026,832			(3,046,514	)		1,377,461			(4,942,705	)

Other income and (expenses)
Gain (loss) on sale of assets		(84,838	)		8,770			(56,494	)		(181,955	)
Interest expense		(188,137	)		(85,916	)		(512,110	)		(277,737	)		(290,322	)		(202,363	)		(566,339	)		(323,973	)
Interest income		263,794			364,161			1,005,557			1,123,547			468,280			309,906			882,998			741,763
Gain on foreign currency exchange transactions		5,385,591			499,516			7,358,519			2,684,680
Gain (loss) on foreign currency exchange transactions														(14,617	)		657,223			(148,870	)		1,972,928
Share of net loss from equity investment		2,377			(76,798	)		7,510			(317,581	)		-			5,133			-			5,133
Other income (expense)		21,897			(30,296	)		113,877			(7,599	)		(57,305	)		94,708			576			120,324
Total other income (expenses)		5,400,684			679,437			7,916,859			3,023,355			106,036			864,607			168,365			2,516,175

Net income before income taxes		4,470,249			140,132			2,043,719			3,498,308
Net income (loss) before income taxes														1,132,868			(2,181,907	)		1,545,826			(2,426,530	)
Income tax provision		(227,718	)		(157,604	)		(641,122	)		(526,737	)		(150,053	)		(220,056	)		(271,948	)		(413,404	)
Net income (loss)		4,242,531			(17,472	)		1,402,597			2,971,571			982,815			(2,401,963	)		1,273,878			(2,839,934	)
Non-controlling interest		(1,697,908	)		(260,998	)		(1,571,629	)		(1,655,287	)		(574,499	)		309,037			(834,672	)		126,279
Net income (loss) attributable to NetSol	$	2,544,623		$	(278,470	)	$	(169,032	)	$	1,316,284		$	408,316		$	(2,092,926	)	$	439,206		$	(2,713,655	)

Net income (loss) per share:
Net income (loss) per common share
Basic	$	0.23		$	(0.02	)	$	(0.01	)	$	0.12		$	0.04		$	(0.19	)	$	0.04		$	(0.24	)
Diluted	$	0.23		$	(0.02	)	$	(0.01	)	$	0.12		$	0.04		$	(0.19	)	$	0.04		$	(0.24	)

Weighted average number of shares outstanding
Basic		11,283,954			11,249,606			11,270,466			11,249,449			11,372,819			11,270,199			11,359,338			11,263,869
Diluted		11,283,954			11,249,606			11,270,466			11,249,449			11,372,819			11,270,199			11,359,338			11,263,869

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

Page 4

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	2023			2022			2023			2022			2023			2022			2023			2022
	For the Three Months						For the Nine Months						For the Three Months						For the Six Months
	Ended March 31,						Ended March 31,						Ended December 31,						Ended December 31,
	2023			2022			2023			2022			2023			2022			2023			2022
Net income (loss)	$	2,544,623		$	(278,470	)	$	(169,032	)	$	1,316,284		$	408,316		$	(2,092,926	)	$	439,206		$	(2,713,655	)
Other comprehensive income (loss):
Translation adjustment		(7,628,982	)		(2,269,229	)		(11,428,326	)		(7,020,620	)		840,165			352,175			370,116			(3,799,344	)
Translation adjustment attributable to non-controlling interest		2,447,328			464,452			3,598,417			2,148,695			(298,772	)		(82,380	)		(265,269	)		1,151,089
Net translation adjustment		(5,181,654	)		(1,804,777	)		(7,829,909	)		(4,871,925	)		541,393			269,795			104,847			(2,648,255	)
Comprehensive income (loss) attributable to NetSol	$	(2,637,031	)	$	(2,083,247	)	$	(7,998,941	)	$	(3,555,641	)	$	949,709		$	(1,823,131	)	$	544,053		$	(5,361,910	)

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

Page 5

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

A statement of the changes in equity for the three months ended ~~March~~December 31, 2023 is provided below:

													Other						-			Shares		Amount		Capital		Shares			Deficit			Loss			Interest		Equity
					Additional								Compre-			Non			Total			Common Stock				Additional Paid-in		Treasury			Accumulated			Other Comprehensive			Non Controlling		Total Stockholders’
	Common Stock				Paid-in		Treasury			Accumulated			hensive			Controlling			Stockholders’			Shares		Amount		Capital		Shares			Deficit			Loss			Interest		Equity
	Shares		Amount		Capital		Shares			Deficit			Loss			Interest			Equity

Balance at December 31, 2022		12,222,985	$	122,231	$	128,484,714	$	(3,920,856	)	$	(42,366,093	)	$	(42,011,340	)	$	4,052,456		$	44,361,112
Balance at September 30, 2023																							12,311,850	$	123,120	$	128,536,132	$	(3,920,856	)	$	(44,865,296	)	$	(46,411,702	)	$	3,201,723	$	36,663,121
Common stock issued for: Services		15,057		151		39,599		-			-			-			-			39,750			18,069		181		39,569		-			-			-			-		39,750
Fair value of subsidiary options issued		-		-		12,642		-			-			-			-			12,642			-		-		11,683		-			-			-			-		11,683
Foreign currency translation adjustment		-		-		-		-			-			(5,181,654	)		(2,447,328	)		(7,628,982	)		-		-		-		-			-			541,393			298,772		840,165
Net income (loss) for the year		-		-		-		-			2,544,623			-			1,697,908			4,242,531			-		-		-		-			408,316			-			574,499		982,815
Balance at March 31, 2023		12,238,042	$	122,382	$	128,536,955	$	(3,920,856	)	$	(39,821,470	)	$	(47,192,994	)	$	3,303,036		$	41,027,053
Balance at December 31, 2023																							12,329,919	$	123,301	$	128,587,384	$	(3,920,856	)	$	(44,456,980	)	$	(45,870,309	)	$	4,074,994	$	38,537,534

A statement of the changes in equity for the three months ended ~~December 31, 2022~~September 30, 2023 is provided below:

													Other									Common Stock				Additional Paid-in		Treasury			Accumulated			Other Comprehensive			Non Controlling			Total Stockholders’
					Additional								Compre-			Non			Total			Shares		Amount		Capital		Shares			Deficit			Loss			Interest			Equity
	Common Stock				Paid-in		Treasury			Accumulated			hensive			Controlling			Stockholders’
	Shares		Amount		Capital		Shares			Deficit			Loss			Interest			Equity

Balance at September 30, 2022		12,209,230	$	122,093	$	128,420,519	$	(3,920,856	)	$	(40,273,167	)	$	(42,281,135	)	$	4,279,113		$	46,346,567
Balance at June 30, 2023																							12,284,887	$	122,850	$	128,476,048	$	(3,920,856	)	$	(44,896,186	)	$	(45,975,156	)	$	2,975,053		$	36,781,753
Common stock issued for: Services		13,755		138		39,612		-			-			-			-			39,750			26,963		270		48,530		-			-			-			-			48,800
Fair value of subsidiary options issued		-		-		24,583		-			-			-			-			24,583			-		-		11,554		-			-			-			-			11,554
Foreign currency translation adjustment		-		-		-		-			-			269,795			82,380			352,175			-		-		-		-			-			(436,546	)		(33,503	)		(470,049	)
Net income (loss) for the year		-		-		-		-			(2,092,926	)		-			(309,037	)		(2,401,963	)		-		-		-		-			30,890			-			260,173			291,063
Balance at December 31, 2022		12,222,985	$	122,231	$	128,484,714	$	(3,920,856	)	$	(42,366,093	)	$	(42,011,340	)	$	4,052,456		$	44,361,112
Balance at September 30, 2023																							12,311,850	$	123,120	$	128,536,132	$	(3,920,856	)	$	(44,865,296	)	$	(46,411,702	)	$	3,201,723		$	36,663,121

Page 6

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

A statement of the changes in equity for the three months ended ~~September 30, 2022 is provided below:~~

Other
Additional Compre- Non Total
Common Stock Paid-in Treasury Accumulated hensive Controlling Stockholders’
Shares Amount Capital Shares Deficit Loss Interest Equity

Balance at June 30, 2022 12,196,570 $ 121,966 $ 128,218,247 $ (3,920,856 ) $ (39,652,438 ) $ (39,363,085 ) $ 5,450,389 $ 50,854,223
Common stock issued for: Services 12,660 127 39,623 - - - - 39,750
Adjustment in APIC for change in subsidiary shares to non-controlling interest - - 120,565 - - - (120,565 ) -
Fair value of subsidiary options issued - - 42,084 - - - - 42,084
Foreign currency translation adjustment - - - - - (2,918,050 ) (1,233,469 ) (4,151,519 )
Net income (loss) for the year - - - - (620,729 ) - 182,758 (437,971 )
Balance at September 30, 2022 12,209,230 $ 122,093 $ 128,420,519 $ (3,920,856 ) $ (40,273,167 ) $ (42,281,135 ) $ 4,279,113 $ 46,346,567

~~A statement of the changes in equity for the three months ended March~~December 31, 2022 is provided below:

Other
Additional Compre- Non Total
Common Stock Paid-in Treasury Accumulated hensive Controlling Stockholders’
Shares Amount Capital Shares Deficit Loss Interest Equity
Balance at December 31, 2021 12,186,070 $ 121,861 $ 129,042,021 $ (3,920,856 ) $ (37,206,528 ) $ (34,935,629 ) $ 6,925,352 $ 60,026,221
Common stock issued for: Services 5,500 55 22,170 - - - - 22,225
Fair value of subsidiary options issued 20,595 - - - - 20,595
Foreign currency translation adjustment - - - - (1,804,777 ) (464,452 ) (2,269,229 )
Net income (loss) - - - - (278,470 ) 260,998 (17,472 )
Balance at March 31, 2022 12,191,570 $ 121,916 $ 129,084,786 $ (3,920,856 ) $ (37,484,998 ) $ (36,740,406 ) $ 6,721,898 $ 57,782,340

~~Page 7~~

~~NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES~~

~~Condensed Consolidated Statement of Stockholders’ Equity~~

~~(Unaudited)~~

	Common Stock				Additional Paid-in		Treasury			Accumulated			Other Comprehensive			Non Controlling			Total Stockholders’
	Shares		Amount		Capital		Shares			Deficit			Loss			Interest			Equity
Balance at September 30, 2022		12,209,230	$	122,093	$	128,420,519	$	(3,920,856	)	$	(40,273,167	)	$	(42,281,135	)	$	4,279,113		$	46,346,567
Common stock issued for: Services		13,755		138		39,612		-			-			-			-			39,750
Fair value of subsidiary options issued		-		-		24,583		-			-			-			-			24,583
Foreign currency translation adjustment		-		-		-		-			-			269,795			82,380			352,175
Net income (loss) for the year		-		-		-		-			(2,092,926	)		-			(309,037	)		(2,401,963	)
Balance at December 31, 2022		12,222,985	$	122,231	$	128,484,714	$	(3,920,856	)	$	(42,366,093	)	$	(42,011,340	)	$	4,052,456		$	44,361,112

A statement of the changes in equity for the three months ended ~~December 31, 2021~~September 30, 2022 is provided below:

Other
Additional Compre- Non Total
Common Stock Paid-in Treasury Accumulated hensive Controlling Stockholders’
Shares Amount Capital Shares Deficit Loss Interest Equity
Balance at September 30, 2021 12,183,570 $ 121,836 $ 129,030,982 $ (3,920,856 ) $ (38,613,313 ) $ (34,013,886 ) $ 6,438,841 $ 59,043,604
Common stock issued for: Services 2,500 25 9,875 - - - - 9,900
Fair value of subsidiary options issued - - 1,164 - - - - 1,164
Foreign currency translation adjustment - - - - - (921,743 ) (545,252 ) (1,466,995 )
Net income for the year - - - - 1,406,785 - 1,031,763 2,438,548
Balance at December 31, 2021 12,186,070 $ 121,861 $ 129,042,021 $ (3,920,856 ) $ (37,206,528 ) $ (34,935,629 ) $ 6,925,352 $ 60,026,221

~~A statement of the changes in equity for the three months ended September 30, 2021 is provided below:~~

Other
Additional Compre- Non Total
Common Stock Paid-in Treasury Accumulated hensive Controlling Stockholders’
Shares Amount Capital Shares Deficit Loss Interest Equity
Balance at June 30, 2021 12,181,585 $ 121,816 $ 129,018,826 $ (3,820,750 ) $ (38,801,282 ) $ (31,868,481 ) $ 7,215,473 $ 61,865,602
Subsidiary common stock issued for: -Services - - 167 - - - (167 ) -
Common stock issued for: Services 1,985 20 11,989 - - - - 12,009
Purchase of treasury shares - - - (100,106 ) - - - (100,106 )
Foreign currency translation adjustment - - - - - (2,145,405 ) (1,138,991 ) (3,284,396 )
Net income - - - - 187,969 - 362,526 550,495
Balance at September 30, 2021 12,183,570 $ 121,836 $ 129,030,982 $ (3,920,856 ) $ (38,613,313 ) $ (34,013,886 ) $ 6,438,841 $ 59,043,604

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

~~Page 8~~

~~NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES~~

~~Condensed Consolidated Statements of Cash Flows~~

~~(Unaudited)~~

2023 2022
For the Nine Months
Ended March 31,
2023 2022
Cash flows from operating activities:
Net income $ 1,402,597 $ 2,971,571
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 2,519,469 2,869,671
Provision for bad debts 7,648 6,897
Share of net (gain) loss from investment under equity method (7,510 ) 317,581
(Gain) loss on sale of assets 56,494 181,955
Stock based compensation 198,559 78,225
Changes in operating assets and liabilities:
Accounts receivable (1,855,899 ) (3,404,247 )
Revenues in excess of billing 240,324 (385,971 )
Other current assets (621,731 ) 53,173
Accounts payable and accrued expenses 1,321,289 14,918
Unearned revenue (696,621 ) 2,822,178
Net cash provided by operating activities 2,564,619 5,525,951

Cash flows from investing activities:
Purchases of property and equipment (1,575,059 ) (1,680,856 )
Sales of property and equipment 153,402 321,251
Net cash used in investing activities (1,421,657 ) (1,359,605 )

Cash flows from financing activities:
Purchase of treasury stock - (100,106 )
Proceeds from bank loans 270,292 312,467
Payments on finance lease obligations and loans - net (787,641 ) (1,045,464 )
Net cash used in financing activities (517,349 ) (833,103 )
Effect of exchange rate changes (9,329,913 ) (6,465,085 )
Net decrease in cash and cash equivalents (8,704,300 ) (3,131,842 )
Cash and cash equivalents at beginning of the period 23,963,797 33,705,154
Cash and cash equivalents at end of period $ 15,259,497 $ 30,573,312

	Common Stock				Additional Paid-in		Treasury			Accumulated			Other Comprehensive			Non Controlling			Total Stockholders’
	Shares		Amount		Capital		Shares			Deficit			Loss			Interest			Equity
Balance at June 30, 2022		12,196,570	$	121,966	$	128,218,247	$	(3,920,856	)	$	(39,652,438	)	$	(39,363,085	)	$	5,450,389		$	50,854,223
Balance		12,196,570	$	121,966	$	128,218,247	$	(3,920,856	)	$	(39,652,438	)	$	(39,363,085	)	$	5,450,389		$	50,854,223
Common stock issued for: Services		12,660		127		39,623		-			-			-			-			39,750
Adjustment in APIC for change in subsidiary shares to non-controlling interest		-		-		120,565		-			-			-			(120,565	)		-
Fair value of subsidiary options issued		-		-		42,084		-			-			-			-			42,084
Foreign currency translation adjustment		-		-		-		-			-			(2,918,050	)		(1,233,469	)		(4,151,519	)
Net income (loss) for the year		-		-		-		-			(620,729	)		-			182,758			(437,971	)
Balance at September 30, 2022		12,209,230	$	122,093	$	128,420,519	$	(3,920,856	)	$	(40,273,167	)	$	(42,281,135	)	$	4,279,113		$	46,346,567
Balance		12,209,230	$	122,093	$	128,420,519	$	(3,920,856	)	$	(40,273,167	)	$	(42,281,135	)	$	4,279,113		$	46,346,567

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

Page 97

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	2023			2022
	For the Six Months
	Ended December 31,
	2023			2022
Cash flows from operating activities:
Net income (loss)	$	1,273,878		$	(2,839,934	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		959,949			1,736,503
Provision for bad debts		29,191			(67,176	)
Share of net (gain) loss from investment under equity method		-			(5,133	)
Gain on sale of assets		(98	)		(28,344	)
Stock based compensation		111,787			146,167
Changes in operating assets and liabilities:
Accounts receivable		5,722,791			3,772,091
Revenues in excess of billing		(4,239,762	)		(702,812	)
Other current assets		329,171			(529,579	)
Accounts payable and accrued expenses		72,501			904,731
Unearned revenue		(3,654,724	)		(696,971	)
Net cash provided by operating activities		604,684			1,689,543

Cash flows from investing activities:
Purchases of property and equipment		(570,584	)		(1,252,325	)
Sales of property and equipment		1,248			70,283
Net cash used in investing activities		(569,336	)		(1,182,042	)

Cash flows from financing activities:
Proceeds from bank loans		135,123
Payments on finance lease obligations and loans - net		(162,482	)		(537,180	)
Net cash used in financing activities		(27,359	)		(537,180	)
Effect of exchange rate changes		118,273			(2,987,396	)
Net increase (decrease) in cash and cash equivalents		126,262			(3,017,075	)
Cash and cash equivalents at beginning of the period		15,533,254			23,963,797
Cash and cash equivalents at end of period	$	15,659,516		$	20,946,722

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

Page 8

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(UNAUDITED)

	For the Nine Months				For the Six Months
	Ended March 31,				Ended December 31,
	2023		2022		2023		2022
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Interest	$	378,720	$	332,239	$	670,330	$	226,271
Taxes	$	706,658	$	694,161	$	342,643	$	395,710

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Shares issued to vendor for services received	$	-	$	19,525

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

Page 109

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

~~March~~December 31, 2023

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

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

The consolidated condensed interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended June 30, ~~2022.~~2023. The Company follows the same accounting policies in preparation of interim reports. Results of operations for the interim periods are not indicative of annual results.

The accompanying consolidated financial statements include the accounts of the Company as follows:

Wholly owned Subsidiaries

NetSol Technologies Americas, Inc. (“NTA”)

NetSol Connect (Private), Ltd. (“Connect”)

NetSol Technologies Australia Pty Ltd. (“Australia”)

NetSol Technologies Europe Limited (“NTE”)

~~NTPK (Thailand) Co. Limited (“NTPK Thailand”~~)

NetSol Technologies (Beijing) Co. Ltd. (“NetSol Beijing”)

Tianjin NuoJinZhiCheng Co., Ltd (“Tianjin”)

Ascent Europe Ltd. (“AEL”)

Virtual Lease Services Holdings Limited (“VLSH”)

Virtual Lease Services Limited (“VLS”)

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

Majority-owned Subsidiaries

NetSol Technologies, Ltd. (“NetSol PK”)

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

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

NetSol Technologies Thailand Limited (“NetSol Thai”)

Otoz, Inc. (“Otoz”)

Otoz (Thailand) Limited (“Otoz Thai”)

Page 1110

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

~~March~~December 31, 2023

(Unaudited)

NOTE 2 – ACCOUNTING POLICIES

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The areas requiring significant estimates are provision for doubtful accounts, provision for taxation, useful life of depreciable assets, useful life of intangible assets, contingencies, assumptions used to determine the net present value of operating lease liabilities, and estimated contract costs. The estimates and underlying assumptions are reviewed on an ongoing basis. Actual results could differ from those estimates.

Concentration of Credit Risk

Cash includes cash on hand and demand deposits in accounts maintained within the United States as well as in foreign countries. Certain financial instruments, which subject the Company to concentration of credit risk, consist of cash and restricted cash. The Company maintains balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for the banks located in the United States. Balances at financial institutions within certain foreign countries are not covered by insurance except balances maintained in China are insured for RMB 500,000 ($~~72,780~~70,621) in each bank and in the UK for GBP 85,000 ($~~104,938~~107,595) in each bank. The Company maintains three bank accounts in China and nine bank accounts in the UK. As of ~~March~~December 31, 2023, and June 30, ~~2022,~~2023, the Company had uninsured deposits related to cash deposits in accounts maintained within foreign entities of approximately $~~13,089,660~~14,517,520 and $~~22,758,963~~13,524,518, respectively. The Company has not experienced any losses in such accounts.

The Company’s operations are carried out globally. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments of each country and by the general state of the country’s economy. The Company’s operations in each foreign country are subject to specific considerations and significant risks not typically associated with companies in economically developed nations. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Fair Value of Financial Instruments

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

The three levels of valuation hierarchy are defined as follows:

Level 1:	Valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority.

Level 2:	Valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability.

Level 3:	Valuations are based on prices or third party or internal valuation models that require inputs that are significant to the fair value measurement and are less observable and thus have the lowest priority.

Page 1211

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

~~March~~December 31, 2023

(Unaudited)

The Company’s financial assets that were measured at fair value on a recurring basis as of December 31, 2023, were as follows:

SCHEDULE OF FAIR VALUE OF FINANCIAL ASSETS MEASURED ON RECURRING BASIS

	Level 1		Level 2		Level 3		Total Assets
Revenues in excess of billings - long term	$	-	$	-	$	734,397	$	734,397
Total	$	-	$	-	$	734,397	$	734,397

The Company did not have any financial assets that were measured at fair value on a recurring basis at ~~March 31, 2023.~~

~~The Company’s financial assets that were measured at fair value on a recurring basis as of~~ June 30, ~~2022, were as follows:~~

~~SCHEDULE OF FAIR VALUE OF FINANCIAL ASSETS MEASURED ON RECURRING BASIS~~

Level 1 Level 2 Level 3 Total Assets
Revenues in excess of billings - long term $ - $ - $ 853,601 $ 853,601
Total $ - $ - $ 853,601 $ 853,601

2023.

The reconciliation from June 30, ~~2022~~2023 to ~~March~~December 31, 2023 is as follows:

SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS RECONCILIATION

Revenues in excess of billings - long term Fair value discount Total
Balance at June 30, 2022 $ 881,940 $ (28,339 ) $ 853,601
Amortization during the period - 28,029 28,029
Transfers to short term (890,794 ) - (890,794 )
Effect of Translation Adjustment 8,854 310 9,164
Balance at March 31, 2023 $ - $ - $ -

	Revenues in excess of billings - long term			Fair value discount			Total
Balance at June 30, 2023	$	-		$	-		$	-
Additions		827,853			(103,958	)		723,895
Amortization during the period		-			18,464			18,464
Effect of Translation Adjustment		(7,968	)		6			(7,962	)
Balance at December 31, 2023	$	819,885		$	(85,488	)	$	734,397

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

Recent Accounting ~~Standards~~Standards::

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. ASU 2021-08 is effective for annual periods beginning after December 15, 2022, and interim periods within those years, and was adopted by the Company on July 1, 2023. The adoption of the new standard did not have a material impact on the Company’s consolidated financial statements.

In August 2023, the FASB issued ASU 2023-05, “Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. ASU 2023-05 provides decision-useful information to a joint venture’s investors and reduces diversity in practice by requiring that a joint venture apply a new basis of accounting upon formation. As a result, a newly formed joint venture, upon formation, would initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). ASU 2023-05 is effective prospectively for all joint ventures with a formation date on or after January 1, 2025, and early adoption is permitted. The Company does not expect the standard to have a material effect on its consolidated financial statements.

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

Page 1312

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

~~March~~December 31, 2023

(Unaudited)

NOTE 3 – REVENUE RECOGNITION

The Company determines revenue recognition through the following steps:

●	Identification of the contract, or contracts, with a customer;
●	Identification of the performance obligations in the contract;
●	Determination of the transaction price;
●	Allocation of the transaction price to the performance obligations in the contract; and
●	Recognition of revenue when, or as, the Company satisfies a performance obligation.

The Company records the amount of revenue and related costs by considering whether the entity is a principal (gross presentation) or an agent (net presentation) by evaluating the nature of its promise to the customer. Revenue is presented net of sales, value-added and other taxes collected from customers and remitted to government authorities.

The Company has two primary revenue streams: core revenue and non-core revenue.

Core Revenue

The Company generates its core revenue from the following sources: (1) software licenses, (2) services, which include implementation and consulting services, and (3) subscription and support, which includes post contract support, of its enterprise software solutions for the lease and finance industry. The Company offers its software using the same underlying technology via two models: a traditional on-premises licensing model and a subscription model. The on-premises model involves the sale or license of software on a perpetual basis to customers who take possession of the software and install and maintain the software on their own hardware. Under the subscription delivery model, the Company provides access to its software on a hosted basis as a service and customers generally do not have the contractual right to take possession of the software.

Non-Core Revenue

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

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under Topic 606. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied by transferring the promised good or service to the customer. The Company identifies and tracks the performance obligations at contract inception so that the Company can monitor and account for the performance obligations over the life of the contract.

The Company’s contracts which contain multiple performance obligations generally consist of the initial purchase of subscription or licenses and a professional services engagement. License purchases generally have multiple performance obligations as customers purchase post contract support and services in addition to the licenses. The Company’s single performance obligation arrangements are typically post contract support renewals, subscription renewals and services engagements.

For contracts with multiple performance obligations where the contracted price differs from the standalone selling price (“SSP”) for any distinct good or service, the Company may be required to allocate the contract’s transaction price to each performance obligation using its best estimate for the SSP.

Software Licenses

Transfer of control for software is considered to have occurred upon delivery of the product to the customer. The Company’s typical payment terms tend to vary by region, but its standard payment terms are within 30 days of invoice.

Page 1413

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

~~March~~December 31, 2023

(Unaudited)

Subscription

Subscription revenue is recognized ratably over the initial subscription period committed to by the customer commencing when the product is made available to the customer. The initial subscription period is typically 12 to 60 months. The Company generally invoices its customers in advance in quarterly or annual installments and typical payment terms provide that customers make payment within 30 days of invoice.

Post Contract Support

Revenue from support services and product updates, referred to as subscription and support revenue, is recognized ratably over the term of the maintenance period, which in most instances is one year. Software license updates provide customers with rights to unspecified software product updates and patches released during the term of the support period on a when-and-if available basis. The Company’s customers purchase both product support and license updates when they acquire new software licenses. In addition, ~~a majority of~~most customers renew their support services contracts annually and typical payment terms provide that customers make payment within 30 days of invoice.

Professional Services

Revenue from professional services is typically comprised of implementation, development, data migration, training, or other consulting services. Consulting services are generally sold on a time-and-materials or fixed fee basis and can include services ranging from software installation to data conversion and building non-complex interfaces to allow the software to operate in integrated environments. The Company recognizes revenue for time-and-materials arrangements as the services are performed. In fixed fee arrangements, revenue is recognized as services are performed as measured by costs incurred to date, compared to total estimated costs to complete the services project. Management applies judgment when estimating project status and the costs necessary to complete the services projects. A number of internal and external factors can affect these estimates, including labor rates, utilization and efficiency variances and specification and testing requirement changes. Services are generally invoiced upon milestones in the contract or upon consumption of the hourly resources and payments are typically due 30 days after invoice.

BPO and Internet Services

Revenue from BPO services is recognized based on the stage of completion which is measured by reference to labor hours incurred to date as a percentage of total estimated labor hours for each contract. Internet services are invoiced either monthly, quarterly, or half yearly in advance to the customers and revenue is recognized ratably overtime on a monthly basis.

~~Page 15~~

~~NETSOL TECHNOLOGIES, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~March 31, 2023~~

~~(Unaudited)~~

Disaggregated Revenue

The Company disaggregates revenue from contracts with customers by category —-- core and non-core, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

Page 14

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

December 31, 2023

(Unaudited)

The Company’s disaggregated revenue by category is as follows:

SCHEDULE OF DISAGGREGATED REVENUE BY CATEGORY

	2023		2022		2023		2022		2023		2022		2023		2022
	For the Three Months				For the Nine Months				For the Three Months				For the Six Months
	Ended March 31,				Ended March 31,				Ended December 31,				Ended December 31,
	2023		2022		2023		2022		2023		2022		2023		2022
Core:
License	$	1,982,985	$	1,620,827	$	2,248,829	$	3,586,874	$	2,990,453	$	15,884	$	4,270,902	$	265,844
Subscription and support		6,656,082		6,554,540		19,175,585		22,159,798		6,827,781		6,502,669		13,340,024		12,519,503
Services		3,869,444		5,416,635		14,109,271		14,140,429		4,114,077		4,818,461		9,088,631		10,239,827
Total core revenue, net		12,508,511		13,592,002		35,533,685		39,887,101		13,932,311		11,337,014		26,699,557		23,025,174

Non-Core:
Services		997,878		1,217,824		3,069,181		3,816,448		1,305,630		1,053,344		2,780,565		2,071,303
Total non-core revenue, net		997,878		1,217,824		3,069,181		3,816,448		1,305,630		1,053,344		2,780,565		2,071,303

Total net revenue	$	13,506,389	$	14,809,826	$	38,602,866	$	43,703,549	$	15,237,941	$	12,390,358	$	29,480,122	$	25,096,477

Significant Judgments

Due to the complexity of certain contracts, the actual revenue recognition treatment required under Topic 606 for the Company’s arrangements may be dependent on contract-specific terms and may vary in some instances.

Judgment is required to determine the SSP for each distinct performance obligation. The Company rarely licenses or sells products on a stand-alone basis, so the Company is required to estimate the range of SSPs for each performance obligation. In instances where SSP is not directly observable because the Company does not sell the license, product, or service separately, the Company determines the SSP using information that may include market conditions and other observable inputs. In making these judgments, the Company analyzes various factors, including its pricing methodology and consistency, size of the arrangement, length of term, customer demographics and overall market and economic conditions. Based on these results, the estimated SSP is set for each distinct product or service delivered to customers.

The most significant inputs involved in the Company’s revenue recognition policies are: The (1) stand-alone selling prices of the Company’s software license, and the (2) the method of recognizing revenue for installation/customization, and other services.

The stand-alone selling price of the licenses was measured primarily through an analysis of pricing that management evaluated when quoting prices to customers. Although the Company has no history of selling its software separately from post contract support and other services, the Company does have historical experience with amending contracts with customers to provide additional modules of its software or providing those modules at an optional price. This information guides the Company in assessing the stand-alone selling price of the Company’s software, since the Company can observe instances where a customer had a particular component of the Company’s software that was essentially priced separate from other goods and services that the Company delivered to that customer.

The Company recognizes revenue from implementation and customization services using the percentage of estimated “man-days” that the work requires. The Company believes the level of effort to complete the services is best measured by the amount of time (measured as an employee working for one day on implementation/customization work) that is required to complete the implementation or customization work. The Company reviews its estimate of man-days required to complete implementation and customization services each reporting period.

~~Page 16~~

~~NETSOL TECHNOLOGIES, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~March 31, 2023~~

~~(Unaudited)~~

Revenue is recognized over time for the Company’s subscription, post contract support and fixed fee professional services that are separate performance obligations. For the Company’s professional services, revenue is recognized over time, generally using costs incurred or hours expended to measure progress. Judgment is required in estimating project status and the costs necessary to complete projects. A number of internal and external factors can affect these estimates, including labor rates, utilization, specification variances and testing requirement changes.

Page 15

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

December 31, 2023

(Unaudited)

If a group of agreements are entered at or near the same time and so closely related that they are, in effect, part of a single arrangement, such agreements are deemed to be combined as one arrangement for revenue recognition purposes. The Company exercises significant judgment to evaluate the relevant facts and circumstances in determining whether agreements should be accounted for separately or as a single arrangement. The Company’s judgments about whether a group of contracts comprise a single arrangement can affect the allocation of consideration to the distinct performance obligations, which could have an effect on results of operations for the periods involved.

If a contract includes variable consideration, the Company exercises judgment in estimating the amount of consideration to which the entity will be entitled in exchange for transferring the promised goods or services to a customer. When estimating variable consideration, the Company will consider all relevant facts and circumstances. Variable consideration will be estimated and included in the contract price only when it is probable that a significant reversal in the amount of revenue recognized will not occur.

Contract Balances

The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in receivables, contract assets (revenues in excess of billings), or contract liabilities (unearned revenue) on the Company’s Consolidated Balance Sheets. The Company records revenues in excess of billings when the Company has transferred goods or services but does not yet have the right to consideration. The Company records unearned revenue when the Company has received or has the right to receive consideration but has not yet transferred goods or services to the customer.

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

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

SCHEDULE OF REVENUES IN EXCESS OF BILLINGS AND DEFERRED REVENUE

	As of		As of
	December 31, 2023		June 30, 2023

Revenues in excess of billings	$	17,033,684	$	12,377,677

Unearned revenue	$	4,426,008	$	7,932,306

As of As of
March 31, 2023 June 30, 2022

Revenues in excess of billings $ 13,741,884 $ 15,425,377

Unearned revenue $ 4,167,655 $ 4,901,562

The Company’s unearned revenue reconciliation is as follows:

SCHEDULE OF UNEARNED REVENUE RECONCILIATION

	Unearned Revenue

Balance at June 30, 2023	$	7,932,306
Invoiced		7,323,061
Revenue Recognized		(10,944,715	)
Adjustments		115,356
Balance at December 31, 2023	$	4,426,008

During the three and ~~nine~~six months ended ~~March~~December 31, 2023, the Company recognized revenue of $~~484,239~~2,248,000 and $~~3,268,811~~6,454,000 that was included in the unearned revenue balance at the beginning of the period. All other activity in unearned revenue is due to the timing of invoicing in relation to the timing of revenue recognition.

Page 1716

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

~~March~~December 31, 2023

(Unaudited)

Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted but unsatisfied performance obligations were approximately $~~33.6~~32,816,000MM as of ~~March~~December 31, 2023, of which the Company estimates to recognize approximately $~~15.2~~18,471,000MM in revenue over the next 12 months and the remainder over an estimated 3 years thereafter. Actual revenue recognition depends in part on the timing of software modules installed at various customer sites. Accordingly, some factors that affect the Company’s revenue, such as the availability and demand for modules within customer geographic locations, is not entirely within the Company’s control. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, and not to facilitate financing arrangements.

Unearned Revenue

The Company typically invoices its customers for subscription and support fees in advance on a quarterly or annual basis, with payment due at the start of the subscription or support term. Unpaid invoice amounts for non-cancelable license and services starting in future periods are included in accounts receivable and unearned revenue.

Practical Expedients and Exemptions

There are several practical expedients and exemptions allowed under Topic 606 that impact timing of revenue recognition and the Company’s disclosures. The Company has applied the following practical expedients:

~~● The Company does not evaluate a contract for a significant financing component if payment is expected within one year or less from the transfer of the promised items to the customer.~~

● The Company generally expenses sales commissions and sales agent fees when incurred when the amortization period would have been one year or less or the commissions are based on cashed received. These costs are recorded within sales and marketing expense in the Consolidated Statement of Operations.

● The Company does not disclose the value of unsatisfied performance obligations for contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed (applies to time-and-material engagements).

	●	The Company does not evaluate a contract for a significant financing component if payment is expected within one year or less from the transfer of the promised items to the customer.

	●	The Company generally expenses sales commissions and sales agent fees when incurred when the amortization period would have been one year or less or the commissions are based on cashed received. These costs are recorded within sales and marketing expense in the Consolidated Statement of Operations.

	●	The Company does not disclose the value of unsatisfied performance obligations for contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed (applies to time-and-material engagements).

Costs to Obtain a Contract

The Company does not have a material amount of costs to obtain a contract capitalized at any balance sheet date. In general, the Company incurs few direct incremental costs of obtaining new customer contracts. The Company rarely incurs incremental costs to review or otherwise enter into contractual arrangements with customers. In addition, the Company’s sales personnel receive fees that are referred to as commissions, but that are based on more than simply signing up new customers. The Company’s sales personnel are required to perform additional duties beyond new customer contract inception dates, including fulfillment duties and collections efforts.

~~Page 18~~

~~NETSOL TECHNOLOGIES, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~March 31, 2023~~

~~(Unaudited)~~

NOTE 4 – EARNINGS PER SHARE

Basic earnings per share are computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the three and ~~nine~~six months ended ~~March~~December 31, 2023 and 2022, there were no outstanding dilutive instruments.

Page 17

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

December 31, 2023

(Unaudited)

NOTE 5 – OTHER COMPREHENSIVE INCOME AND FOREIGN CURRENCY

The accounts of NTE, AEL, VLSH and VLS use the British Pound; VLSIL uses the Euro; NetSol PK, Connect, and NetSol Innovation use the Pakistan Rupee; NTPK Thailand, NetSol Thai and Otoz Thai use the Thai Baht; Australia uses the Australian dollar; Namecet uses AED; and NetSol Beijing and Tianjin use the Chinese Yuan asfollowing table represents the functional ~~currencies. NetSol Technologies, Inc.,~~currencies of the Company and its ~~subsidiaries, NTA and Otoz, use the U.S. dollar as the functional currency.~~ subsidiaries:

The Company and Subsidiaries		Functional Currency

NetSol Technologies, Inc.		USD
NTA		USD
Otoz		USD
NTE		British Pound
AEL		British Pound
VLSH		British Pound
VLS		British Pound
VLSIL		Euro
NetSol PK		Pakistan Rupee
Connect		Pakistan Rupee
NetSol Innovation		Pakistan Rupee
NetSol Thai		Thai Bhat
Otoz Thai		Thai Bhat
Australia		Australian Dollar
Namecet		AED
NetSol Beijing		Chinese Yuan
Tianjin		Chinese Yuan

Assets and liabilities are translated at the exchange rate on the balance sheet date, and operating results are translated at the average exchange rate throughout the period. Accumulated translation losses classified as an item of accumulated other comprehensive loss in the stockholders’ equity section of the consolidated balance sheet were $~~47,192,994~~45,870,309 and $~~39,363,085~~45,975,156 as of ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, respectively. During the three and ~~nine~~six months ended ~~March~~December 31, 2023, comprehensive income (loss) in the consolidated statements of comprehensive income (loss) included a translation ~~loss~~gain attributable to NetSol of $~~(5,181,654)~~541,393 and $~~(7,829,909)~~104,847, respectively. During the three and ~~nine~~six months ended ~~March~~December 31, 2022, comprehensive income (loss) in the consolidated statements of comprehensive income (loss) included a $269,795 translation gain attributable to NetSol and a $(2,648,255)translation loss attributable to NetSol, ~~of $(1,804,777)~~ ~~and $(4,871,925)~~, respectively.

NOTE 6 – MAJOR CUSTOMERS

During the ~~nine~~three and six months ended ~~March~~December 31, 2023, revenues from Daimler Financial Services (“DFS”) ~~and BMW Financial (“BMW”)~~ were $~~10,824,636~~3,945,061, and $~~3,208,649~~7,632,692, ~~respectively~~ representing ~~28.0~~25.9% ~~and~~ ~~8.3%, respectively~~ of revenues. During the ~~nine~~three and six months ended ~~March~~December 31, 2022, revenues from Daimler Financial Services (“DFS”) ~~and BMW Financial (“BMW”)~~ were $~~15,692,171~~3,478,077 and $~~3,203,536~~7,069,884, ~~respectively~~ representing ~~35.9~~28.1% and ~~7.3~~39.5%~~, respectively~~ of revenues. The ~~revenue~~revenues from ~~these customers is~~DFS are shown in the Asia – Pacific segment.

Accounts receivable from DFS at December 31, 2023 and ~~BMW at March 31,~~June 30, 2023, were $~~2,284,979~~1,014,503 and $~~1,104,698, respectively. Accounts receivable at June 30, 2022, were $2,005,463~~ ~~and $2,498,645~~4,368,881, respectively. Revenues in excess of billings at ~~March~~December 31, 2023 and June 30, 2023, were $~~2,016,970~~2,497,783 and $~~2,002,579~~1,961,750 ~~for DFS and BMW, respectively. Revenues in excess of billings at June 30, 2022, were $365,863~~ ~~and $2,199,381~~ ~~for DFS and BMW,~~, respectively.

Page 18

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

December 31, 2023

(Unaudited)

NOTE 7 - OTHER CURRENT ASSETS

Other current assets consisted of the following:

SCHEDULE OF OTHER CURRENT ASSETS

As of As of
March 31, 2023 June 30, 2022

Prepaid Expenses $ 1,438,244 $ 1,389,370
Advance Income Tax 218,352 202,783
Employee Advances 64,454 87,627
Security Deposits 241,160 236,909
Other Receivables 188,157 21,581
Other Assets 449,165 285,091
Net Balance $ 2,599,532 $ 2,223,361

~~Page 19~~

~~NETSOL TECHNOLOGIES, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~March 31, 2023~~

~~(Unaudited)~~

	As of		As of
	December 31, 2023		June 30, 2023

Prepaid Expenses	$	1,300,059	$	1,299,334
Advance Income Tax		251,817		144,428
Employee Advances		54,714		68,488
Security Deposits		187,546		177,148
Other Receivables		92,642		92,716
Other Assets		255,709		196,400
Net Balance	$	2,142,487	$	1,978,514

NOTE 8 – REVENUES IN EXCESS OF BILLINGS – LONG TERM

Revenues in excess of billings, net consisted of the following:

SCHEDULE OF REVENUE IN EXCESS OF BILLING

As of As of
March 31, 2023 June 30, 2022

Revenues in excess of billings - long term $ - $ 881,940
Present value discount - (28,339 )
Net Balance $ - $ 853,601

	As of			As of
	December 31, 2023			June 30, 2023

Revenues in excess of billings - long term	$	819,885		$	-
Present value discount		(85,488	)		-
Net Balance	$	734,397		$	-

Pursuant to revenue recognition for contract accounting, the Company ~~had~~has recorded revenues in excess of billings long-term for amounts billable after one year. During the three and ~~nine~~six months ended ~~March~~December 31, 2023, the Company accreted $~~9,372~~12,309 and $~~28,029, respectively. During the three and nine months ended March 31, 2022, the Company accreted $9,546~~ ~~and $28,587~~18,464, respectively, which was recorded in interest income for that period. During the three and six months ended December 31, 2022, the Company accreted $9,288 and $18,657, respectively. The Company used the discounted cash flow method with an interest rate of 7.34% for the period ended December 31, 2023. The Company used the discounted cash flow method with interest rates ranging from 4.65% to 6.25%. for the period ended December 31, 2022.

Page 19

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

December 31, 2023

(Unaudited)

NOTE 9 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	As of			As of			As of			As of
	March 31, 2023			June 30, 2022			December 31, 2023			June 30, 2023

Office Furniture and Equipment	$	2,671,137		$	3,021,586		$	2,427,955		$	2,678,664
Computer Equipment		9,023,276			11,388,856			8,432,290			8,317,131
Assets Under Capital Leases		47,112			305,081			47,793			46,554
Building		3,537,674			4,818,650			3,586,175			3,497,913
Land		896,086			1,237,965			909,031			885,474
Autos		1,920,072			2,503,990			2,074,702			1,941,063
Improvements		212,431			175,560			212,978			205,289
Subtotal		18,307,788			23,451,688			17,690,924			17,572,088
Accumulated Depreciation		(11,436,752	)		(14,069,064	)		(12,025,225	)		(11,410,902	)
Property and Equipment, Net	$	6,871,036		$	9,382,624		$	5,665,699		$	6,161,186

For the three and ~~nine~~six months ended ~~March~~December 31, 2023, depreciation expense totaled $~~507,314~~429,163 and $~~1,598,325~~833,908, respectively. Of these amounts, $~~327,177~~ 264,374and $~~1,029,012~~531,316, respectively, are reflected in cost of revenues. For the three and ~~nine~~six months ended ~~March~~December 31, 2022, depreciation expense ~~was~~totaled $~~540,822~~568,828 and $~~1,608,007~~1,091,011, respectively. Of these amounts, $~~334,476~~370,606 and $~~974,526~~701,835, respectively, are reflected in cost of revenues.

Following is a summary of fixed assets held under finance leases as of ~~March~~December 31, 2023 and June 30, ~~2022:~~2023:

SUMMARY OF FIXED ASSETS HELD UNDER CAPITAL LEASES

As of As of
March 31, 2023 June 30, 2022
Vehicles $ 47,112 $ 305,081
Total 47,112 305,081
Less: Accumulated Depreciation - Net (15,218 ) (145,658 )
Fixed assets held under finance leases, Total $ 31,894 $ 159,423

~~Page 20~~

~~NETSOL TECHNOLOGIES, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~March 31, 2023~~

~~(Unaudited)~~

	As of			As of
	December 31, 2023			June 30, 2023
Vehicles	$	47,793		$	46,554
Total		47,793			46,554
Less: Accumulated Depreciation - Net		(22,607	)		(17,366	)
Fixed assets held under capital leases, Total	$	25,186		$	29,188

Finance lease term and discount rate were as follows:

SCHEDULE OF FINANCE LEASE TERM

As of

March 31, 2023

June 30, 2022

December 31, 2023

June 30, 2023

Weighted average remaining lease term - Finance leases

1.42 Years

2.39 Years

0.84 Years

1.21 Years

Weighted average discount rate - Finance leases

16.4

12.5

Page 20

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

December 31, 2023

(Unaudited)

NOTE 10 - LEASES

The Company leases certain office space, office equipment and autos with remaining lease terms of one year to 10years under leases classified as financing and operating. For certain leases, the Company has options to extend the lease term for additional periods ranging from one year to 10 years.

The Company treats a contract as a lease when the contract conveys the right to use a physically distinct asset for a period of time in exchange for consideration, or the Company directs the use of the asset and obtains substantially all the economic benefits of the asset. These leases are recorded as right-of-use (“ROU”) assets and lease obligation liabilities for leases with terms greater than 12 months. ROU assets represent the Company’s right to use an underlying asset for the entirety of the lease term. Lease liabilities represent the Company’s obligation to make payments over the life of the lease. A ROU asset and a lease liability are recognized at commencement of the lease based on the present value of the lease payments over the life of the lease. Initial direct costs are included as part of the ROU asset upon commencement of the lease. Since the interest rate implicit in a lease is generally not readily determinable for the operating leases, the Company uses an incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar lease term to obtain an asset of similar value.

The Company reviews the impairment of ROU assets consistent with the approach applied for the Company’s other long-lived assets. The Company reviews the recoverability of long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations.

The Company elected the practical expedient to exclude short-term leases (leases with original terms of 12 months or less) from ROU asset and lease liability accounts.

Lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Variable payments change due to facts or circumstances occurring after the commencement date, other than the passage of time, and do not result in a re-measurement of lease liabilities. The Company’s variable lease payments include payments for finance leases that are adjusted based on a change in the Karachi Inter Bank Offer Rate. The Company’s lease agreements do not contain any significant residual value guarantees or restrictive covenants.

Supplemental balance sheet information related to leases was as follows:

SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASE

	As of		As of
	December 31, 2023		June 30, 2023
Assets
Operating lease assets, net	$	1,659,622	$	1,151,575

Liabilities
Current
Operating	$	689,770	$	505,237
Operating, Current	$	689,770	$	505,237
Non-current
Operating		1,022,361		652,194
Operating, Non Current		1,022,361		652,194
Total Lease Liabilities	$	1,712,131	$	1,157,431

Page 21

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

~~March~~December 31, 2023

(Unaudited)

~~Supplemental balance sheet information related to leases was as follows:~~

~~SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASE~~

As of As of
March 31, 2023 June 30, 2022
Assets
Operating lease assets, net $ 1,102,729 $ 969,163

Liabilities
Current
Operating $ 421,223 $ 548,678
Operating, Current $ 421,223 $ 548,678
Non-current
Operating 651,443 447,260
Operating, Non-current 651,443 447,260
Total Lease Liabilities $ 1,072,666 $ 995,938

The components of lease cost were as follows:

SCHEDULE OF COMPONENTS OF LEASE COST

	2023			2022			2023			2022			2023			2022			2023			2022
	For the Three Months						For the Nine Months						For the Three Months						For the Six Months
	Ended March 31,						Ended March 31,						Ended December 31,						Ended December 31,
	2023			2022			2023			2022			2023			2022			2023			2022

Amortization of finance lease assets	$	7,706		$	16,273		$	13,701		$	59,201		$	2,365		$	3,099		$	4,661		$	5,995
Interest on finance lease obligation		1,043			5,632			4,402			13,780			770			1,552			1,639			3,359
Operating lease cost		115,392			137,270			346,993			518,048			98,309			113,079			205,342			231,601
Short term lease cost		39,356			128,008			143,978			166,789			40,216			37,986			81,224			104,622
Sub lease income		(8,099	)		(8,907	)		(23,697	)		(27,012	)		(8,199	)		(7,786	)		(16,605	)		(15,598	)
Total lease cost	$	155,398		$	278,276		$	485,377		$	730,806		$	133,461		$	147,930		$	276,261		$	329,979

Lease term and discount rate were as follows:

SCHEDULE OF LEASE TERM AND DISCOUNT RATE

As of

March 31, 2023

June 30, 2022

December 31, 2023

June 30, 2023

Weighted average remaining lease term - Operating leases

3.39 Years

3.34 Years

2.41 Years

3.09 Years

Weighted average discount rate - Operating leases

3.3

4.2

Supplemental disclosures of cash flow information related to leases were as follows:

SCHEDULE OF SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION RELATED TO LEASES

	2023		2022
	For the Six Months
	Ended December 31,
	2023		2022

Operating cash flows related to operating leases	$	140,514	$	236,311

Operating cash flows related to finance leases	$	1,638	$	3,358

Financing cash flows related finance leases	$	16,424	$	16,230

Page 22

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

~~March~~December 31, 2023

(Unaudited)

~~Supplemental disclosures of cash flow information related to leases were as follows:~~

~~SCHEDULE OF SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION RELATED TO LEASES~~

2023 2022
For the Nine Months
Ended March 31
2023 2022

Operating cash flows related to operating leases $ 358,778 $ 504,447

Operating cash flows related to finance leases $ 4,472 $ 3,553

Financing cash flows related finance leases $ 24,362 $ 55,399

Maturities of operating lease liabilities were as follows as of ~~March~~December 31, 2023:

SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES

	Amount			Amount
Within year 1	$	450,939		$	763,409
Within year 2		367,359			565,341
Within year 3		213,770			347,701
Within year 4		92,657			108,548
Within year 5		465			81,529
Thereafter		582			236
Total Lease Payments		1,125,772			1,866,764
Less: Imputed interest		(53,106	)		(154,633	)
Present Value of lease liabilities		1,072,666			1,712,131
Less: Current portion		(421,223	)		(689,770	)
Non-Current portion	$	651,443		$	1,022,361

The Company is a lessor for certain office space leased by the Company and sub-leased to others under non-cancelable leases. These lease agreements provide for a fixed base rent and are currently on a month-by-month basis. All leases are considered operating leases. There are no rights to purchase the premises and no residual value guarantees. For the three and ~~nine~~six months ended ~~March~~December 31, 2023, the Company received lease income of $~~8,099~~8,199 and $~~23,697~~16,605, respectively. For the three and ~~nine~~six months ended ~~March~~December 31, 2022, the Company received lease income of $~~8,907~~7,786 and $~~27,012~~15,598, respectively.

~~Page 23~~

~~NETSOL TECHNOLOGIES, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~March 31, 2023~~

~~(Unaudited)~~

~~NOTE 11 –~~ ~~LONG TERM INVESTMENT~~

~~Drivemate – Related Party~~

~~The Company and Drivemate Co., Ltd. (“Drivemate”) entered into a subscription agreement on April 25, 2019, (“Drivemate Agreement”) whereby the Company purchased an equity interest of~~ 30~~% in Drivemate. Per the Drivemate Agreement, the Company purchased~~ ~~5,469~~ ~~preferred shares for $1,800,000~~ ~~consisting of $500,000~~ ~~cash to be paid over a two-year period and $1,300,000~~ ~~to be provided in services. The Company has paid the $500,000~~ ~~in cash and has provided services of $1,300,000~~. Pursuant to the agreement, the number of shares to be issued is adjusted as necessary to result in an equity ownership equal to 30% of the issued and outstanding shares at the final payment date. As of March 31, 2023, the Company has been issued 8,178 shares equal to 30% of Drivemate. Per the Drivemate Agreement, the Company appointed two directors to the Drivemate board. The Company determined that it met the significant influence criteria since two of the four directors are appointed by the Company and the Company owns 30% of Drivemate; therefore, the Company accounts for the investment using the equity method of accounting.

~~Under the equity method of accounting, the Company recorded its share of net income of $2,377~~ ~~and $7,510~~ ~~for the three and nine months ended March 31, 2023, respectively and the Company recorded its share of net income of $4,712~~ ~~and net loss of $54,193~~ ~~for the three and nine months ended March 31, 2022, respectively.~~

~~The following table reflects the above investments at March 31, 2023 and June 30, 2022.~~

~~SCHEDULE OF LONG TERM INVESTMENT~~

As of As of
March 31, 2023 June 30, 2022
Gross investment $ 1,800,000 $ 1,800,000
Cumulative net loss on investment (733,122 ) (740,632 )
Net investment $ 1,066,878 $ 1,059,368

NOTE 1211 - INTANGIBLE ASSETS

Intangible assets consisted of the following:

SCHEDULE OF INTANGIBLE ASSETS

	As of			As of			As of			As of
	March 31, 2023			June 30, 2022			December 31, 2023			June 30, 2023

Product Licenses - Cost	$	47,244,997		$	47,244,997		$	39,395,533		$	47,244,997
Effect of Translation Adjustment		(24,664,606	)		(19,914,206	)		(24,427,792	)		(24,756,959	)
Accumulated Amortization		(22,198,513	)		(25,743,121	)		(14,967,741	)		(22,360,107	)
Net Balance	$	381,878		$	1,587,670		$	-		$	127,931

Product Licenses

Product licenses include internally developed ~~original license issues, renewals, enhancements, copyrights, trademarks, and trade names.~~software cost. Product licenses are amortized on a straight-line basis over their respective ~~lives, and the unamortized amount of $381,878~~ ~~will be amortized over one year.~~lives. Amortization expense for the three and ~~nine~~six months ended ~~March~~December 31, 2023, was $~~275,652~~nil and $~~921,144~~126,041, respectively. Amortization expense for the three and ~~nine~~six months ended ~~March~~December 31, 2022, was $~~407,111~~322,672 and $~~1,261,664~~645,492, respectively.

Page 2423

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

~~March~~December 31, 2023

(Unaudited)

NOTE 1312 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	As of		As of
	December 31, 2023		June 30, 2023

Accounts Payable	$	1,324,037	$	1,114,915
Accrued Liabilities		3,600,742		3,695,091
Accrued Payroll		1,086,371		982,884
Accrued Payroll Taxes		161,143		170,063
Taxes Payable		121,212		195,491
Other Payable		420,415		393,737
Total	$	6,713,920	$	6,552,181

As of As of
March 31, 2023 June 30, 2022

Accounts Payable $ 987,963 $ 1,175,527
Accrued Liabilities 4,102,715 3,507,415
Accrued Payroll 1,182,049 1,397,605
Accrued Payroll Taxes 150,020 153,416
Taxes Payable 325,586 328,755
Other Payable 349,873 250,823
Total $ 7,098,206 $ 6,813,541

Page 24

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

December 31, 2023

(Unaudited)

NOTE 1413 – DEBTS

Notes payable and finance leases consisted of the following:

SCHEDULE OF COMPONENTS OF NOTES PAYABLE AND CAPITAL LEASES

			As of March 31, 2023							As of December 31, 2023
					Current		Long-Term					Current		Long-Term
Name			Total		Maturities		Maturities			Total		Maturities		Maturities

D&O Insurance	(1	)	$	179,887	$	179,887	$	-	(1)	$	120,533	$	120,533	$	-
Bank Overdraft Facility	(2	)		-		-		-	(2)		-		-		-
Term Finance Facility	(3	)		-		-		-
Loan Payable Bank - Export Refinance	(4	)		1,762,363		1,762,363		-	(3)		1,787,821		1,787,821		-
Loan Payable Bank - Running Finance	(5	)		-		-		-	(4)		-		-		-
Loan Payable Bank - Export Refinance II	(6	)		1,339,396		1,339,396		-	(5)		1,358,744		1,358,744		-
Loan Payable Bank - Export Refinance III	(7	)		2,467,308		2,467,308		-	(6)		2,502,951		2,502,951		-
Sale and Leaseback Financing	(8	)		358,939		149,396		209,543	(7)		256,921		157,394		99,527
Term Finance Facility	(9	)		17,773		17,773		-	(8)		3,392		3,392		-
Insurance Financing	(10	)		22,594		22,594		-	(9)		39,587		39,587		-
				6,148,260		5,938,717		209,543			6,069,949		5,970,422		99,527
Subsidiary Finance Leases	(11	)		36,027		30,327		5,700	(10)		12,044		12,044		-
			$	6,184,287	$	5,969,044	$	215,243		$	6,081,993	$	5,982,466	$	99,527

			As of June 30, 2022							As of June 30, 2023
					Current		Long-Term					Current		Long-Term
Name			Total		Maturities		Maturities			Total		Maturities		Maturities

D&O Insurance	(1	)	$	89,552	$	89,552	$	-	(1)	$	89,823	$	89,823	$	-
Bank Overdraft Facility	(2	)		-		-		-	(2)		-		-		-
Term Finance Facility	(3	)		423,101		423,101		-
Loan Payable Bank - Export Refinance	(4	)		2,434,749		2,434,749		-	(3)		1,741,493		1,741,493		-
Loan Payable Bank - Running Finance	(5	)		-		-		-	(4)		-		-		-
Loan Payable Bank - Export Refinance II	(6	)		1,850,409		1,850,409		-	(5)		1,323,535		1,323,535		-
Loan Payable Bank - Export Refinance III	(7	)		3,408,648		3,408,648		-	(6)		2,438,089		2,438,089		-
Sale and Leaseback Financing	(8	)		619,108		189,226		429,882	(7)		321,113		148,264		172,849
Term Finance Facility	(9	)		31,204		18,339		12,865	(8)		13,356		13,356		-
Insurance Financing	(10	)		118,026		118,026		-	(9)		-		-		-
				8,974,797		8,532,050		442,747			5,927,409		5,754,560		172,849
Subsidiary Finance Leases	(11	)		68,571		35,095		33,476	(10)		28,330		24,950		3,380
			$	9,043,368	$	8,567,145	$	476,223		$	5,955,739	$	5,779,510	$	176,229

(1)

The Company finances Directors’ and Officers’ (“D&O”) liability insurance and Errors and Omissions (“E&O”) liability insurance, for which the D&O and E&O balances are renewed on an annual basis and, as such, are recorded in current maturities. The interest rate on these financings were ranging from 5.0% to 7.9~~% and~~ ~~5.0% to~~ ~~7.0~~% as of ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, respectively.

~~Page 25~~

~~NETSOL TECHNOLOGIES, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~March 31, 2023~~

~~(Unaudited)~~

(2)

The Company’s subsidiary, NTE, has an overdraft facility with HSBC Bank plc whereby the bank would cover any overdrafts up to £300,000, or approximately $~~370,370~~379,747. The annual interest rate was ~~5.5~~9.5% as of ~~March~~December 31, 2023. The total outstanding balance as of ~~March~~December 31, 2023 and June 30, ~~2022~~2023 was £Nil.

This overdraft facility requires that the aggregate amount of invoiced trade debtors (net of provisions for bad and doubtful debts and excluding intra-group debtors) of NTE, not exceeding 90 days old, will not be less than an amount equal to 200% of the facility. As of ~~March~~December 31, 2023, NTE was in compliance with this covenant.

~~(3)~~

The Company’s subsidiary, NetSol PK, has a term finance facility from Askari Bank Limited, approved by the Government of Pakistan to protect the employment situation during the COVID-19 pandemic. This is a term loan payable in three years. The availed facility amount was Rs. ~~nil~~ ~~or $nil, at March 31, 2023. The availed facility amount is Rs.~~ ~~86,887,974~~ ~~or $423,101, at June 30, 2022, which is shown as current. The interest rate for the loan was~~ ~~3.0% at March 31, 2023 and June 30, 2022.~~Page 25

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

December 31, 2023

(Unaudited)

~~(4)~~(3)

The Company’s subsidiary, NetSol PK, has an export refinance facility with Askari Bank Limited, secured by NetSol PK’s assets. This is a revolving loan that matures every nine months. The total facility amount is Rs. 500,000,000 or $~~1,762,363~~1,787,821 at ~~March~~December 31, 2023 and Rs. 500,000,000 or $~~2,434,749~~ 1,741,493at June 30, ~~2022.~~2023. The interest rate for the loan was ~~17.0~~19.0% and ~~3.0~~17.0% at ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, respectively.

~~(5)~~(4)

The Company’s subsidiary, NetSol PK, has a running finance facility with Askari Bank Limited, secured by NetSol PK’s assets. The total facility amount is Rs. 53,000,000 or $~~188,925~~191,654, at ~~March~~December 31, 2023. The balance outstanding at ~~March~~December 31, 2023 and June 30, ~~2022~~2023 was Rs. Nil. The interest rate for the loan was ~~24.0~~23.5% and ~~14.0~~24.9% at ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, respectively.


	This facility requires NetSol PK to maintain a long-term debt equity ratio of 60:40 and a current ratio of 1:1. As of ~~March~~December 31, 2023, NetSol PK was in compliance with this ~~covenant~~covenant..

~~(6)~~(5)

The Company’s subsidiary, NetSol PK, has an export refinance facility with Samba Bank Limited, secured by NetSol PK’s assets. This is a revolving loan that matures every nine months. The total facility amount is Rs. 380,000,000 or $~~1,339,936~~1,358,744 and Rs. 380,000,000 or $~~1,850,409~~1,323,535 at ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, respectively. The interest rate for the loan was ~~10.0~~19.0% and ~~3.0~~18.0% at ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, respectively.


	During the tenure of the loan, the facilities from Samba Bank Limited require NetSol PK to maintain at a minimum a current ratio of 1:1, an interest coverage ratio of 4 times, a leverage ratio of 2 times, and a debt service coverage ratio of 4 times. As of ~~March~~December 31, 2023, NetSol PK was in compliance with these ~~covenants~~covenants..

~~(7)~~(6)

The Company’s subsidiary, NetSol PK, has an export refinance facility with Habib Metro Bank Limited, secured by NetSol PK’s assets. This is a revolving loan that matures every nine months. The total facility amount is Rs. 900,000,000 or $~~3,172,253~~3,218,078 and Rs. 900,000,000 or $~~4,382,548~~3,134,687, at ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, respectively. NetSol PK used Rs. 700,000,000 or $~~2,467,308~~2,502,951 and Rs. 700,000,000 or $~~3,408,648~~2,438,089, at ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, respectively. The interest rate for the loan was ~~10.0~~19.0% and ~~3.0~~18.0% at ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, respectively.

~~(8)~~(7)

The Company’s subsidiary, NetSol PK, availed sale and leaseback financing from First Habib Modaraba secured by the transfer of the vehicles’ title. As of ~~March~~December 31, 2023, NetSol PK used Rs. ~~101,834,660~~71,853,193 or $~~358,939~~256,921 of which $~~209,543~~99,527 was shown as long term and $~~149,396~~157,394 as current. As of June 30, ~~2022,~~2023, NetSol PK used Rs. ~~127,140,038~~92,194,774 or $~~619,108~~321,113 of which $~~429,882~~172,849 was shown as long term and $~~189,226~~148,264 as current. The interest rate for the loan was 9.0% to 16.0% at ~~March~~December 31, 2023, and June 30, ~~2022.~~2023.

~~Page 26~~

~~NETSOL TECHNOLOGIES, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~March 31, 2023~~

~~(Unaudited)~~

~~(9)~~(8)

In March 2019, the Company’s subsidiary, VLS, entered into a loan agreement. The loan amount was £69,549, or $~~85,863~~88,037, for a period of 5 years with monthly payments of £1,349, or $~~1,665~~1,708. As of ~~March~~December 31, 2023, the subsidiary has used this facility up to $~~17,773~~3,392, which was shown as current. As of June 30, ~~2022,~~2023, the subsidiary has used this facility up to $~~31,204~~13,356, of which $~~12,865~~ was shown ~~as long-term and $18,339~~ as current. The interest rate was 6.14% at ~~March~~December 31, 2023 and June 30, ~~2022.~~2023.

~~(10)~~(9)

The Company’s subsidiary, VLS, finances Directors’ and Officers’ (“D&O”) liability insurance, and the $~~22,594~~39,587 and $~~118,026~~nil was recorded in current maturities, at ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, respectively. The interest rate on this financing ranged from 9.7% to 12.7% as of ~~March~~December 31, 2023 and June 30, ~~2022.~~2023.

~~(11)~~(10)

The Company leases various fixed assets under finance lease arrangements expiring in various years through ~~2025.~~2024. The assets and liabilities under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. The assets are secured by the assets themselves. Depreciation of assets under finance leases is included in depreciation expense for the three ~~and nine~~ months ended ~~March~~December 31, 2023 and 2022.

Page 26

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

December 31, 2023

(Unaudited)

Following are the aggregate minimum future lease payments under finance leases as of ~~March~~December 31, 2023:

SCHEDULE OF AGGREGATE MINIMUM FUTURE LEASE PAYMENTS UNDER CAPITAL LEASES

	Amount			Amount
Minimum Lease Payments
Within year 1	$	33,135
Within year 2		6,052
Minimum Lease Payments Within year 1				$	13,005
Total Minimum Lease Payments		39,187			13,005
Interest Expense relating to future periods		(3,160	)		(961	)
Present Value of minimum lease payments		36,027			12,044
Less: Current portion		(30,327	)		(12,044	)
Current portion of loans and obligations under finance leases
Non-Current portion	$	5,700		$	-
Loans and obligations under finance leases; less current maturities

Following are the aggregate future long term debt payments as of ~~March~~December 31, 2023 which consists of “Sale and Leaseback Financing (7)” and “Term Finance Facility (8)”.

SCHEDULE OF AGGREGATE FUTURE LONG TERM DEBT PAYMENTS

Amount
Loan Payments
Within year 1 $ 167,169
Within year 2 156,040
Within year 3 53,503
Total Loan Payments 376,712
Less: Current portion (167,169 )
Non-Current portion $ 209,543

~~Page 27~~

~~NETSOL TECHNOLOGIES, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~March 31, 2023~~

~~(Unaudited)~~

	Amount
Loan Payments
Within year 1	$	160,788
Within year 2		98,657
Within year 3		868
Total Loan Payments		260,313
Less: Current portion		(160,786	)
Non-Current portion	$	99,527

NOTE 1514 - STOCKHOLDERS’ EQUITY

During the three and ~~nine~~six months ended ~~March~~December 31, 2023, the Company issued ~~15,057~~18,069 and ~~41,472~~40,032 shares of common stock 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 $39,750 and $~~119,250~~79,500, respectively.

During the three and six months ended December 31, 2023, the Company issued nil and 5,000 shares of common stock for services rendered by the employees of the company as part of their compensation. These shares were valued at the fair market value of $nil and $9,050.

Page 27

~~NOTE 16 –~~

~~CONTINGENCIES~~NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

December 31, 2023

(Unaudited)

Stock Grants

~~From time to time,~~The following table summarizes stock grants awarded as compensation:

SUMMARY OF UNVESTED STOCK GRANTS AWARDED AS COMPENSATION

	# Number of shares			Weighted Average Grant Date Fair Value ($)

Unvested, June 30, 2022		-		$	-
Granted		58,317		$	2.73
Vested		(58,317	)	$	2.73
Unvested, June 30, 2023		-		$	-
Granted		45,032		$	1.97
Vested		(45,032	)	$	1.97
Unvested, December 31, 2023		-		$	-

For the three and six months ended December 31, 2023, the Company ~~is subject to legal proceedings, claims,~~recorded compensation expense of $39,750 and ~~litigation arising in~~$88,550, respectively. For the ordinary course of business including tax assessments. The Company defends itself vigorously against any such claims. When (i) it is probable that an asset has been impaired or a liability has been incurredthree and ~~(ii) the amount of the loss can be reasonably estimated,~~six months ended December 31, 2022, the Company ~~records~~recorded compensation expense of $39,750 and $79,500, respectively. The weighted average grant date fair value is determined by the estimated loss. The Company provides disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the financial statements. Significant judgment is required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. The Company bases accrualsCompany’s closing stock price on the best information available at the time, which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements.grant date.

NOTE ~~17 –~~15– OPERATING SEGMENTS

The Company has identified three segments for its products and services; North America, Europe and Asia-Pacific. Our 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 different operational issues and strategies due to their particular regional location. The Company accounts for intra-company sales and expenses as if the sales or expenses were to third parties and eliminates them in the consolidation.

The following table presents a summary of identifiable assets as of ~~March~~December 31, 2023 and June 30, ~~2022:~~2023:

SUMMARY OF IDENTIFIABLE ASSETS

As of As of
March 31, 2023 June 30, 2022
Identifiable assets:
Corporate headquarters $ 1,633,771 $ 844,178
North America 6,332,955 6,442,219
Europe 8,351,282 8,727,530
Asia - Pacific 43,231,859 56,594,705
Consolidated $ 59,549,867 $ 72,608,632

~~The following table presents a summary of investment under equity method as of March 31, 2023 and June 30, 2022:~~

~~SUMMARY OF INVESTMENT UNDER EQUITY METHOD~~

	As of		As of		As of		As of
	March 31, 2023		June 30, 2022		December 31, 2023		June 30, 2023
Investment in associates under equity method:
Identifiable assets:
Corporate headquarters					$	1,059,682	$	878,899
North America						6,409,946		7,344,122
Europe						9,301,556		8,716,656
Asia - Pacific	$	1,066,878	$	1,059,368		40,700,402		41,439,733
Consolidated	$	1,066,878	$	1,059,368	$	57,471,586	$	58,379,410
Identifiable assets					$	57,471,586	$	58,379,410

Page 28

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

~~March~~December 31, 2023

(Unaudited)

The following table presents a summary of revenue streams by segment for the three months ended December 31, 2023 and 2022:

SUMMARY OF REVENUE STREAMS

	License fees		Subscription and support		Services		Total		License fees		Subscription and support		Services		Total
	2023								2022
	License fees		Subscription and support		Services		Total		License fees		Subscription and support		Services		Total

North America	$	-	$	1,168,224	$	296,997	$	1,465,221	$	14,000	$	1,111,063	$	472,789	$	1,597,852
Europe		4,650		874,096		1,593,611		2,472,357		1,884		688,562		2,155,255		2,845,701
Asia-Pacific		2,985,803		4,785,461		3,529,099		11,300,363		-		4,703,044		3,243,761		7,946,805
Total	$	2,990,453	$	6,827,781	$	5,419,707	$	15,237,941	$	15,884	$	6,502,669	$	5,871,805	$	12,390,358

The following table presents a summary of revenue streams by segment for the six months ended December 31, 2023 and 2022:

	License fees		Subscription and support		Services		Total		License fees		Subscription and support		Services		Total
	2023								2022
	License fees		Subscription and support		Services		Total		License fees		Subscription and support		Services		Total

North America	$	-	$	2,293,038	$	580,798	$	2,873,836	$	28,000	$	2,176,111	$	519,029	$	2,723,140
Europe		8,966		1,588,084		3,437,340		5,034,390		50,239		1,182,105		3,860,692		5,093,036
Asia-Pacific		4,261,936		9,458,902		7,851,058		21,571,896		187,605		9,161,287		7,931,409		17,280,301
Total	$	4,270,902	$	13,340,024	$	11,869,196	$	29,480,122	$	265,844	$	12,519,503	$	12,311,130	$	25,096,477
Revenue	$	4,270,902	$	13,340,024	$	11,869,196	$	29,480,122	$	265,844	$	12,519,503	$	12,311,130	$	25,096,477

Page 29

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

December 31, 2023

(Unaudited)

The following table presents a summary of operating information for the three and ~~nine~~six months ended ~~March~~December 31:

SUMMARY OF OPERATING INFORMATION

													2023			2022			2023			2022
	For the Three Months						For the Nine Months						For the Three Months						For the Six Months
	Ended March 31,						Ended March 31,						Ended December 31,						Ended December 31,
	2023			2022			2023			2022			2023			2022			2023			2022
Revenues from unaffiliated customers:
North America	$	1,365,556		$	1,113,820		$	4,088,696		$	3,104,433		$	1,465,221		$	1,597,852		$	2,873,836		$	2,723,140
Europe		2,550,372			2,088,918			7,643,408			7,483,911			2,472,357			2,845,701			5,034,390			5,093,036
Asia - Pacific		9,590,461			11,607,088			26,870,762			33,115,205			11,300,363			7,946,805			21,571,896			17,280,301
		13,506,389			14,809,826			38,602,866			43,703,549
Revenues from unaffiliated														15,237,941			12,390,358			29,480,122			25,096,477
Revenue from affiliated customers
Asia - Pacific		-			-			-			-			-			-			-			-
		-			-			-			-
Revenue from affiliated														-			-			-			-
Consolidated	$	13,506,389		$	14,809,826		$	38,602,866		$	43,703,549		$	15,237,941		$	12,390,358		$	29,480,122		$	25,096,477
Revenue													$	15,237,941		$	12,390,358		$	29,480,122		$	25,096,477

Intercompany revenue
Europe	$	103,249		$	105,668		$	292,210		$	349,345		$	100,100		$	93,236		$	200,417		$	188,961
Asia - Pacific		2,985,506			3,104,913			7,260,557			6,439,377			2,865,277			2,545,098			5,485,596			4,544,876
Eliminated	$	3,088,755		$	3,210,581		$	7,552,767		$	6,788,722		$	2,965,377		$	2,638,334		$	5,686,013		$	4,733,837
Revenue													$	2,965,377		$	2,638,334		$	5,686,013		$	4,733,837

Net income (loss) after taxes and before non-controlling interest:
Corporate headquarters	$	289,652		$	(394,375	)	$	919,914		$	(127,742	)	$	(922,670	)	$	(696,938	)	$	(1,226,392	)	$	630,262
North America		(3,702	)		(86,722	)		82,677			(213,730	)		(13,278	)		105,326			(69,225	)		86,379
Europe		(103,219	)		(575,533	)		(586,607	)		(973,972	)		(150,935	)		(163,633	)		(242,819	)		(483,388	)
Asia - Pacific		4,059,800			1,039,158			986,613			4,287,015			2,069,698			(1,646,718	)		2,812,314			(3,073,187	)
Consolidated	$	4,242,531		$	(17,472	)	$	1,402,597		$	2,971,571		$	982,815		$	(2,401,963	)	$	1,273,878		$	(2,839,934	)
Net income (loss) after taxes and before non-controlling interest													$	982,815		$	(2,401,963	)	$	1,273,878		$	(2,839,934	)

Depreciation and amortization:
North America	$	657		$	451		$	1,866		$	1,544		$	407		$	727		$	898		$	1,209
Europe		65,584			88,987			207,186			288,481			57,758			66,431			120,659			141,602
Asia - Pacific		716,725			858,495			2,310,417			2,579,646			370,998			824,342			838,392			1,593,692
Consolidated	$	782,966		$	947,933		$	2,519,469		$	2,869,671		$	429,163		$	891,500		$	959,949		$	1,736,503
Depreciation and amortization													$	429,163		$	891,500		$	959,949		$	1,736,503

Interest expense:
Corporate headquarters	$	7,834		$	8,105		$	16,226		$	28,111		$	6,538		$	5,912		$	12,659		$	8,392
North America		-			-			-			-			-			-			-			-
Europe		1,806			1,766			8,146			8,050			1,834			2,702			6,476			6,340
Asia - Pacific		178,497			76,045			487,738			241,576			281,950			193,749			547,204			309,241
Consolidated	$	188,137		$	85,916		$	512,110		$	277,737		$	290,322		$	202,363		$	566,339		$	323,973
Interest Expense													$	290,322		$	202,363		$	566,339		$	323,973

Income tax expense:
Corporate headquarters	$	-		$	-		$	-		$	(43,354	)	$	-		$	-		$	-		$	(44,154	)
North America		1,600			400			1,600			46,154			-			-			-			44,154
Europe		2,822			-			2,822			9,524			(93,583	)		-			(93,583	)		-
Asia - Pacific		223,296			157,204			636,700			514,413			243,636			220,056			365,531			413,404
Consolidated	$	227,718		$	157,604		$	641,122		$	526,737		$	150,053		$	220,056		$	271,948		$	413,404
Income tax expense													$	150,053		$	220,056		$	271,948		$	413,404

Page 2930

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

~~March~~December 31, 2023

(Unaudited)

The following table presents a summary of capital expenditures for the ~~nine~~six months ended ~~March~~December 31:

SUMMARY OF CAPITAL EXPENDITURES

					2023		2022
	For the Nine Months				For the Six Months
	Ended March 31,				Ended December 31,
	2023		2022		2023		2022
Capital expenditures:
North America	$	4,880	$	-	$	-	$	4,880
Europe		31,519		134,450		417,104		-
Asia - Pacific		1,538,660		1,546,406		153,480		1,247,445
Consolidated	$	1,575,059	$	1,680,856	$	570,584	$	1,252,325
Capital expenditures					$	570,584	$	1,252,325

NOTE 1816 – NON-CONTROLLING INTEREST IN SUBSIDIARY

The Company had non-controlling interests in several of its subsidiaries. The balance of non-controlling interest was as follows:

SCHEDULE OF BALANCE OF NON-CONTROLLING INTEREST

SUBSIDIARY
Non-Controlling
Interest %

Non-Controlling
Interest at
March 31,
2023

NetSol PK 32.38 % $ 3,630,559
NetSol-Innovation 32.38 % (123,724 )
NAMECET 32.38 % (3,608 )
NetSol Thai 0.006 % (197 )
OTOZ Thai 10.95 % (43,064 )
OTOZ 10.94 % (156,930 )
Total $ 3,303,036

SUBSIDIARY	Non-Controlling Interest %			Non-Controlling Interest at June 30, 2022			Non-Controlling Interest %			Non-Controlling Interest at December 31, 2023

NetSol PK		32.38	%	$	5,479,905			32.38	%	$	4,512,908
NetSol-Innovation		32.38	%		49,146			32.38	%		(335,457	)
NAMECET								32.38	%		(12,125	)
NetSol Thai		0.006	%		(196	)		0.006	%		(155	)
OTOZ Thai		5.60	%		(30,768	)		5.60	%		(25,787	)
OTOZ		5.59	%		(47,698	)		5.59	%		(64,390	)
Total				$	5,450,389					$	4,074,994

~~The Company’s subsidiary, Otoz, issued~~ ~~191,011~~ ~~shares to an employee per the employment agreement resulting in an increase of non-controlling interest from~~ ~~5.59% to~~ ~~10.94%. The effective shareholding of the non-controlling interest for Otoz Thai increased to~~ ~~10.95~~%.

~~Page 30~~

SUBSIDIARY	Non-Controlling Interest %			Non-Controlling Interest at June 30, 2023

NetSol PK		32.38	%	$	3,314,659
NetSol-Innovation		32.38	%		(223,504	)
NAMECET		32.38	%		(5,384	)
NetSol Thai		0.006	%		(194	)
OTOZ Thai		5.60	%		(23,572	)
OTOZ		5.59	%		(86,952	)
Total				$	2,975,053

~~NETSOL TECHNOLOGIES, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~March 31, 2023~~

~~(Unaudited)~~

~~The following schedule discloses the effect to the Company’s equity due to the changes in the Company’s ownership interest in Otoz and Otoz Thai.~~

~~SCHEDULE OF CHANGE IN OWNERSHIP INTEREST~~

2023 2022 2023 2022
For the Three Months For the Nine Months
Ended March 31, Ended March 31,
2023 2022 2023 2022

Net income (loss) attributable to NetSol $ 2,544,623 $ (278,470 ) $ (169,032 ) $ 1,316,284
Transfer (to) from non-controlling interest
Increase in paid-in capital for issuance of 191,011 shares of OTOZ Inc common stock - - 120,565 -
Net transfer (to) from non-controlling interest - - 120,565 -
Change from net income (loss) attributable to NetSol and transfer (to) from non-controlling interest
$ 2,544,623 $ (278,470 ) $ (48,467 ) $ 1,316,284

NOTE ~~19–~~17– INCOME TAXES

The current tax provision is based on taxable income for the year determined in accordance with the prevailing law for taxation of income. The charge for tax on income is calculated at the current rates of taxation as applicable after considering tax credit and tax rebates available, if any. We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Our effective tax rate is lower than the U.S. statutory rate primarily because of more earnings realized in countries that have lower statutory tax rates. Our effective tax rate in the future will depend on the portion of our profits earned within and outside the United States. Income from the export of computer software and its related services developed in Pakistan is exempt from tax through June 30, 2025; however, tax at the applicable rates is charged to the income from revenue generated from other than core business activities.

During the three and ~~nine~~six months ended ~~March~~December 31, 2023, the Company recorded an income tax provision of $~~227,718~~150,053 and $~~641,122~~271,948, respectively. During the three and ~~nine~~six months ended ~~March~~December 31, 2022, the Company recorded an income tax provision of $~~157,604~~220,056 and $~~526,737~~413,404, respectively. The tax is derived from non-core business activities generated from NetSol PK.

Page 31

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to assist in an understanding of the Company’s financial position and results of operations for the three and six months ended ~~March~~December 31, 2023. The following discussion should be read in conjunction with the information included within our Annual Report on Form 10-K for the year ended June 30, ~~2022,~~2023, and the Condensed Consolidated Financial Statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

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

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

Forward-Looking Information

This report contains certain forward-looking statements and information relating to the Company that is based on the beliefs of its management as well as assumptions made by and information currently available to its management. When used in this report, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, and similar expressions as they relate to the Company or its management, are intended to identify forward-looking statements. These statements reflect management’s current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The Company’s realization of its business aims could be materially and adversely affected by any technical or other problems in, or difficulties with, planned funding and technologies, third party technologies which render the Company’s technologies obsolete, the unavailability of required third party technology licenses on commercially reasonable terms, the loss of key research and development personnel, the inability or failure to recruit and retain qualified research and development personnel, or the adoption of technology standards which are different from technologies around which the Company’s business ultimately is built. The Company does not intend to update these forward-looking statements.

Page 32

Business Overview

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

Our primary sources of revenues have been licensing, subscriptions, modification, enhancement and support of our suite of financial applications, under the brand name NFS Ascent^® for leading businesses in the global finance and leasing space. With constant innovation being a major part of ~~NETSOL’s~~our DNA, we have enabled NFS Ascent^® deployment on the cloud with several implementations already live and some underway. This shift to the cloud will enable ~~NETSOL’s~~our new customers to opt for a subscription-based pricing model rather than the traditional licensing model.

~~NETSOL’s~~Our clients include blue chip organizations, Dow-Jones 30 Industrials, Fortune 500 manufacturers, financial institutions, global vehicle manufacturers and enterprise technology providers, all of which are serviced by ~~NETSOL’s~~our strategically placed support and delivery locations around the globe.

~~Page 32~~

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

●	North America	~~Los Angeles~~Encino, California and Austin, Texas ~~Area~~
●	Europe	London Metropolitan area and Horsham, ~~in the UK~~Flintshire
●	Asia Pacific	Lahore, Karachi, Bangkok, Beijing, Tianjin, Shanghai, Jakarta and Sydney
●	Middle East	Dubai

~~NETSOL believes~~We believe that our strong technology solutions offer our customers a return on their investment and allows us to thrive in a hyper competitive and mature global marketplace. Our solutions are bolstered by our people. ~~NETSOL believes~~We believe that people are the drivers of success; therefore, we invest heavily in our hiring, training and retention of ~~top-notch~~outstanding staff to ensure not only successful selling, but also the ongoing satisfaction of our clients. Taken together, this “selling and attentive servicing” approach creates a distinctive advantage for ~~NETSOL~~us and a unique value for ~~its~~our customers. ~~NETSOL continues~~We continue to underpin ~~its~~our proven and effective business model which is a combination of careful cost arbitrage, subject matter expertise, domain experience, scalability and proximity with ~~its~~our global and regional customers.

Our primary offerings include the following:

NFS Ascent^®

Covering the complete finance and leasing cycle starting from quotation origination through contract settlements, NFS Ascent^®, is designed and developed for a highly flexible setting and can deal with multinational, multi-company, multi-asset, multi-lingual, multi-distributor and multi-manufacturer environments. The solution fully automates the ~~Company’s~~entire financing/leasing cycle for companies of any size, including those with multi-billion-dollar portfolios. NFS Ascent^®empowers financial institutions to effectively manage their complex lending portfolios, enabling them to thrive in hyper-competitive global markets.

NFS Ascent^® is built on cutting-edge, modern technology that enables auto, equipment and big-ticket finance companies, alongside banks, to run their retail and wholesale finance business with ease. With comprehensive domain coverage and powerful configuration engines, it is well architected to empower finance and leasing companies with a platform that supports their growth in terms of business volume and transactions.

Our next generation platform offers a technologically advanced solution for the ~~auto and equipment~~asset finance and leasing industry. NFS Ascent’s^®architecture and user interfaces were designed based on ~~the Company’s~~our collective experience with blue chip organizations and global Fortune 500 companies over the past 40 years combined with modern UX design concepts. 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.

Page 33

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 offor multi-billion-dollar lease ~~portfolios.~~portfolios in compliance with various 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~~^®

Our premier solution has been developed using the latest tools and technologies and its n-tier SOA architecture allows the system to greatly improve a myriad of areas including, but not limited to, scalability, performance, fault tolerance and security. NFS Ascent^®empowers users with:

●

Improvement in overall productivity within the delivery organization:

	○	The features of the integrated Business Process Manager, Workflow Engine, Business Rule Engine and Integration Hub provide flexibility to our clients allowing them to configure certain parts of the application themselves rather than requesting customization.

	○	The NFS Ascent^® platform and the SOA architecture allow us to develop portals and mobile applications quickly by utilizing our existing services.

	○	The n-tier architecture allows us to intelligently distribute processing and eases application maintenance. 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 and follows proven and accepted SOA principles.

●

Amplified customer satisfaction:

○

NFS Ascent^® and NFS Digital empower not only the finance company and dealerships, but the end customer as well with self-service digital tools allowing a seamless customer experience throughout the customer journey from origination through contract maturity.

NFS ASCENT^®CONSTITUENT APPLICATIONS

Omni Point of Sale (Omni POS)

A highly agile, easy-to-use, web-based application - also accessible through mobile devices - Ascent’s Omni POS system delivers an intuitive user experience, with features that enable rapid data capture. Information captured at the point of sale can be made available to anyone in an organization at any point in the lifecycle of each transaction.

Contract Management System (CMS)

Ascent’s Contract Management System (CMS) is a powerful, highly agile, functionally rich application for managing and maintaining detailed credit contracts throughout their lifecycle – from pre-activation and activation through customer management, asset financial management, billing and collections, finance and accounting, restructuring and maturity.

Wholesale Finance System (WFS)

The Ascent Wholesale Finance System (WFS) provides a powerful, seamless and efficient system for automating and managing the entire lifecycle of wholesale finance. With floor planning, dealer and inventory financing, it is ideal for a culture of collaboration. Dealers, distributors, partners and anyone in the supply chain are empowered to realize the benefits of financing – and leverage the advantages of real-time business intelligence. The system also supports asset and non-asset-based financing.

Dealer Auditor Access System (DAAS)

DAAS 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.

Page 34

NFS Ascent^®deployed on the cloud

Our premier, next generation solution NFS Ascent^® is ~~now~~ also available on the ~~cloud via SaaS/subscription-based pricing.~~cloud. With swift, seamless deployments and easy scalability, it is an extremely adaptive retail and wholesale platform for the global finance and leasing industry. This cloud-version of NFS Ascent^® is offered via flexible, value-driven subscription-based pricing options without the need to pay any upfront license fees. Clients further benefit from a rapid deployment process and the ability to scale on demand.

NFS Digital

NetSol is the pioneer in the global finance and leasing industry providing a full suite of digital transformation solutions. NFS Digital is a combination of our core strengths, domain, and technology. Our insight into the evolving landscape ~~along~~together with our valuable experience ~~enables~~led us to define sound digital transformation strategies and compliment them with smart digital solutions so that our customers always remain competitive and relevant to the dynamic environment. Our digital transformation solutions are extremely robust and can be used with or without our core, next-gen solution (NFS Ascent^®) to effectively augment and enhance our customer’s ecosystem. ~~NFS Digital includes Self-Point of Sale, Mobile Account, Mobile Point of Sale, Mobile Dealer, Mobile Auditor, Mobile Collector and Mobile Field Investigator.~~

■

Self-Point of Sale

~~OTOZ~~

Our Self POS portal allows customers to go through the complete buying and financing process online and on their mobile devices including car configuration, generating quotations, and filling out applications. It is the ultimate origination application that enables users to compare, select and configure an asset using a mobile device anywhere, at any time and submit an accompanying financial product application.

■

Mobile Account

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

■

Mobile Point of Sale

The mPOS application is a web and mobile-enabled platform featuring a customizable dashboard along with menu selling, application submission, loan calculator, work queues and detailed reporting. mPOS empowers the dealer to make the origination process quick and seamless, increasing overall productivity and system-wide efficiency.

■

Mobile Dealer

mDealer provides more visibility and control over inventories – with minimal effort. Dealers can view their use of floor plan 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. It also enables the auditor to conduct audits and submit results in real-time through quick audit processing tools, providing visibility and saving significant time.

■

Mobile Collector

mCollector empowers collections teams to do more, with an easy-to-use interface and intelligent architecture. The tool exponentially increases the productivity of field teams by enabling them to carry out all collection related tasks on the go.

■

Mobile Field Investigator

By using Mobile Field Investigator (mFI), the applicant has access to powerful features that permit detailed applicant field verifications on the go. The application features a reporting dashboard that displays progress stats, action items and the latest notifications, enabling the client to achieve daily goals while tracking performance.

Page 35

Otoz^TMDigital Auto Retail and Mobility Orchestration

Otoz^TMprovides a ~~white-labelled~~white-label SaaS platform to OEMs, ~~auto-captives,~~finance companies, dealers, and start-ups that ~~helps them launch~~enables short and long-term on-demand mobility models ~~(car-share~~(subscriptions, rental and ~~car subscription)~~car-sharing) and digital ~~retail in minimum time.~~ retail.

Our ~~white-label,~~ turn-key platform helps ~~dealers to~~automotive companies make ~~the~~a move into the digital era, by offering an end-to-end car buying experience completely online. Digital auto-retail is not a one-size-fits-all. Otoz provides a flexible, configurable and scalable turn-key platform that helps define, launch and scale a variety of retail products (finance, lease, buy, etc.). Otoz platform empowers dealers to compete in digital era by addressing a range of customer segments with ~~varied~~evolving needs by offering them a seamless, omni-channel, end-to-end car buying and usage experience. It enables both direct-to-consumer transactions as well as traditional dealer models with the option to add peer-to-peer marketplace functionalities for the future of EV pay-per-use and mobility orchestration.

Digital auto-retail is not a one-size-fits-all. Otoz^TM offers a flexible, configurable, and scalable platform along with a proven launch strategy framework for auto companies that intend to launch and grow digital retail and mobility businesses quickly and seamlessly.

Otoz^TMEcosystem

Otoz^TMis built on state-of-the-art technology, offering open Application Programming Interfaces (APIs) and ecosystem partner integrations that are crucial to digital retail and mobility operations including finance and insurance providers, trade-in tools, KYC and fraud detection tools, CRM systems, website providers (Tier 1 – Tier 3), marketing toolkits, inventory feeds, pricing engines, tax engine, payment processors, an insurance marketplace and vehicle delivery logistics providers.

In addition, Otoz^TM is equipped with intelligent lead generation and product analytics capabilities, empowering dealerships with the tools to track customer journeys, personalize customer engagements, and convert qualified leads.

Otoz^TMPlatform

A fully digital, white-label platform for digital auto retail and mobility orchestration that delivers an intuitive and elegant user experience, both online and offline.

Otoz^TMexpands into a comprehensive in-life subscription and rental platform that empowers in-life and end-of-life management of such contracts. The platform’s seamless handling of complex tax rules and contract management processes are compliant with local and state standards for jurisdictions it operates in across the U.S.

Otoz^TMplatform consists of two portals:

	●	Dealer/Admin Tool
	●	Customer Portal

Dealer/Admin Tool

	■	Account creation
	■	Order management work queue
	■	User roles and rights
	■	Tax configurator
	■	Customer KYC reports
	■	Vehicle delivery scheduling
	■	Payment gateways
	■	Inventory management
	■	Finance and insurance products feed and prioritization
	■	Accessories/add-on management and association
	■	Dealer fee management
	■	Ecosystem APIs
	■	DMS integrations
	■	Send referral
	■	Deal builder

Page 36

Customer Portal

	■	Inventory search and selection
	■	Multi-lender capabilities
	■	Deal builder and personalized pricing for purchase, lease, finance, subscription, and rentals
	■	Dealer-Customer-Chat tool
	■	Buy finance and insurance products including collision & liability insurance via integrated provider marketplaces
	■	Buy accessories
	■	License checks (paperless)
	■	Vehicle options and finance and insurance products
	■	Trade-in valuation
	■	Credit application and decision
	■	Paperless contracts and e-signing
	■	Digital payments
	■	Vehicle delivery and pick-up scheduling

AppexNow

NetSol introduced AppexNow - the first marketplace for API-first products specifically for the global credit, finance, and leasing industry. Two products have been launched under the umbrella of the AppexNow marketplace until now; i.e., Flex and Hubex. NetSol will introduce and launch further products and services under this marketplace in the future.

AppexNow: Flex

The first product offering from the AppexNow marketplace, Flex is an API-based, ready-to-use calculation engine. It is a pure play SaaS product that is cloud-based and can be integrated seamlessly into an organization’s products, services, and ecosystem. The calculation engine intelligently adapts to demand by monitoring usage to maintain reliable and predictable performance at desired costs. It is a one-stop solution that guarantees precise calculations at all stages of the contract lifecycle through various calculation types.

It is a comprehensive solution which creates an ecosystem of value across multiple functions, systems and industries to fuel growth and propel businesses into the future by increasing delivery efficiency and product management, centralization through a connected ecosystem resulting in a higher ROI and a larger market share.

Flex proves versatility by covering all the calculation aspects ranging from the pricing for the end customer at inception, in-life financial modifications, the re-creation of the repayment plan, termination, amortizations/re-amortizations, among other calculation types. All the calculations are parameter-driven, which helps perform simple, multi-dimensional, or complex calculations based on the needs.

AppexNow: Hubex

Hubex is an API library that enables companies to standardize all their API integration procedures across multiple API services through a single integration. Hubex is NetSol’s second product offering from the AppexNow marketplace following Flex.

In addition to traditional lending companies, Hubex can also streamline the operations of dealerships, vendors, and consultants through an API library. With a ready-to-use service, Hubex makes it easy for businesses to seamlessly connect with multiple APIs and achieve their desired outcomes. Pre-integrated services in the Hubex library include, but are not limited to, payment processing, bank account authentication, finance and insurance products, fraud check, KYC service, driver license verification, address validation, vehicle valuation and notification service.

Page 3337

~~Otoz Ecosystem~~Professional Services

We offer professional services to organizations in different regions to enable them to meet their business objectives. These services primarily consist of technical consultancy, web development, app development, digital marketing, cloud services, outsourcing and co-sourcing.

Pertaining to our professional services offerings, our highly skilled and experienced professionals include skilled software programmers, well-versed business analysists, competent quality assurance engineers, technical and solution architects, project managers, cloud native developers and architects, mobile/web app developers and automation specialists.

We enable businesses to employ the industry’s best talent to help them develop and refine their technology strategy, innovate, execute their roadmap, and optimize service quality.

Amazon Web Services

~~The Otoz powerful Application Program Interface (API) based architecture allows OEMs, auto-captives~~We have expanded our footprint in the cloud services domain by offering services to the AWS community. We aim for our cloud services to be well recognized, expanding our reach to relevant prospects. Since AWS is the most comprehensive and ~~dealerships~~highly adopted cloud offering, we are leveraging its power to ~~integrate with~~ensure lower costs, increased agility, a ~~plethora of providers to offer an end-to-end Omni-channel digital car finance~~secure environment, and ~~lease experience. Out-of-the-box APIs by Otoz help dealers~~innovative solutions across all domains.

Our AWS customer offerings include: analytics, data pipeline and ~~auto-captives connect with ecosystem partners which are crucial for running their auto retail business. It includes, finance~~big data services; application modernization services; database migration and ~~insurance products, trade-in tools, fraud checks, CRM system, websites (Tier 1 – Tier 3), marketing toolkit, inventory feeds, Know Your Customers (KYC), payment processors,~~modernization; development operations; managed services; and, vehicle delivery providers amongst others. In addition, Otoz is equipped with smart lead generation and product analytics capabilities. It empowers dealers with the capability to convert qualified leads and never lose contact with customers. The product analytics capability allows us to improve the customer journey by addressing friction points, herein improving customer experience and conversions – a win-win scenario for dealers and customers.information security services.

~~Otoz Platform~~Artificial Intelligence

A dedicated team is under the leadership of Dr. Ali Ahmed, Chief Data Scientist at NetSol, to develop artificial intelligence and machine learning solutions. With experience in machine learning, scientific computing and computer vision, Dr. Ahmed has extensive experience in developing and implementing algorithms for industrial solutions in predictive maintenance.

~~A fully digital, white label platform for lease, finance,~~Our AI team seeks to deploy AI solutions leveraging cutting-edge technologies to enable clients to optimize production, decrease downtime and ~~cash transactions that delivers~~provide a ~~frictionless customer experience.~~

~~Otoz platform consists~~holistic view of two components the Dealer Tool and the Customer Application (APP) of a Dealer Tool which provides for a myriad of services including account creation, order management work queue, user roles and rights, tax configurator, customer KYC reports, vehicle delivery scheduling, payment gateways and inventory management, finance and insurance products feed and prioritization, dealer fee management and ecosystem APIs. The Customer App permits the dealer to work with the customer to get a vehicle via cash, finance or lease, manage vehicle delivery and pick-up scheduling, buy finance and insurance products, buy accessories, paperless license checks, personalized pricing, vehicle options, trade-in valuation, credit application and decision, paperless contracts and e-signing, digital payments and a deal builder.

~~Other Products~~

~~The Company continues to support its North America and European legacy systems including LeasePak and LeaseSoft.~~their business processes.

Highlights

Listed below are a few of NetSol’s highlights for the quarter ended ~~March~~December 31, 2023:

	●	~~We signed~~The Company contracted with an auto captive finance company of a ~~new agreement with Kubota Australia Pty Ltd (“Kubota”) to implement our NFS Ascent~~^® ~~product. The~~renowned US auto manufacturer based in China. This contract ~~relates to its operations in Australia and~~ is expected to generate ~~revenues of $5~~approximately $12 million over 5the next five years.

	●	~~We went live with the Company’s API-first cloud-based calculation engine, Flex™, for Haydock Finance, a business finance provider~~The Company implemented modifications requested by several of its existing customers across multiple geographies to generate over $1.7 million in ~~the United Kingdom.~~revenues.

	●	~~We continued our successful implementations with~~ DFS ~~by going~~went live in ~~Japan~~Taiwan with ~~our~~the Company’s NFS ~~Ascent~~^® ~~CMS system.~~retail product.

	●	~~Otoz went live with its 38th dealer~~Charles & Dean Finance was onboarded on Flex, and ~~has dealers in 16 states.~~Haydock, an existing Flex customer, purchased additional products within our ApexNow solution.

	●	~~We effectively generated approximately $1.0 million by successfully implementing change requests from various customers~~The Company hired and appointed Mr. Erik Wagner as its Chief Marketing Officer. Mr Wagner is a seasoned professional and brings diversified experience of over sixteen years in the field of marketing with a special focus on the technology sector across ~~multiple regions.~~

	●	~~We achieved~~different regions of the status of API Gateway Delivery Partner with Amazon Web Services (AWS). With this extended APN partnership, we will have access to AWS API Gateway, a fully managed service that makes it easy for developers to create, publish, maintain, monitor, and secure APIs (application programming interfaces) at any scale. This partnership is expected to help the business generate new sales for this growth vertical.globe.

Page 3438

Management has identified the following material trends affecting NetSol.

Positive trends:

	●	According to PR Newswire, December 14, 2023, and the S&P Global Mobility, new vehicles sales globally are expected to reach 8486 million units in 2023 for an 8.9% increase over 2022 and forecasts 2024 auto sales at 88.3 million for a ~~5.6% increase. U.S. sales volumes are expected to reach approximately 15 million units, an estimated~~2.8% increase ~~of 8% from the projected 2022 levels.~~over 2023.

	●	~~Reduction~~ U.S. automotive sales volumes are expected to reach approximately 15.5 million units, an estimated increase of 9% from the ~~U.S. inflation rate over the last few months~~projected 2022 levels, and 2024 sales are expected to ~~approximately 5% annually.~~reach 15.9 million for an estimated increase of 2% compared to 2023.

	●	The ~~elimination of travel related COVID-19 testing increases opportunities to meet face to face with current and potential customers.~~

	●	~~NFS Ascent~~^® ~~SaaS offerings and major on-premise license offerings are gaining traction in both mid and large size auto captives in the North American and European markets.~~U.S. inflation rate ended at 3.4% for 2023. (CNN Business, January 11, 2024)

	●	The U.S. market remains strong and resilient for NetSol to continue investing in building local teams for its core offerings.

	●	The Chinese car market is expected to maintain its position as the world’s largest and fastest growing, projecting 10% sales growth to 25.5 million units, with electric vehicles (EVs) representing nearly 35% of new sales. Government incentives, reduced car taxes, and preferential financing rates contributed to an 8.8% increase in Chinese auto sales in the first half of 2023, with total vehicle sales, including trucks and ~~banking sectors continue momentum towards increased mobility and digital solutions according~~buses, rising by 9.8% to ~~Forbes and Insider Intelligence 2022.~~13.2 million.

	●	The China Pakistan Economic Corridor (CPEC) investment, initiated by China, has exceeded $65 billion investment, from the originally planned $46 billion, in Pakistan energy and infrastructure sectors. Last June, China authorized a new $2.3 billion loan at a discounted rate to Pakistan as a short-term loan.

	●	~~China’s auto sector remains steady with government year-end incentives~~The overall size of the mobility market in the Europe and ~~customers requesting additional services reflecting~~ the ~~resilience~~United States is projected to increase over $425 billion combined, by 2035 or a compound CAGR of ~~our offerings.~~5% from 2022. (Deloitte Global Automotive Mobility Market Simulation Tool)

	●	~~There has been~~The global automotive finance market accounted for $245 billion in 2022 and is expected to more than double by 2035 at a ~~positive trend~~CAGR of 7.4% according to Precedence Research.

	●	The Russell Index finished 2023 with a 15.1% gain after falling 21.6% in ~~business development activities~~2022. (CBS News December 29, 2023)

	●	The real gross domestic product (GDP) for the US increased at an annual rate of 3.3% in the ~~US and China as both countries are interested in a stable and bilateral relationship.~~fourth quarter of 2023 according to the advance estimate released by the Bureau of Economic Analysis. In the third quarter, real GDP increased 4.9%. (Bureau of Economic Analysis - January 25, 2024)

Negative trends:

	●	The conflict in Gaza has disrupted the entire Middle East region since October 7, 2023. This has created uncertainty and has affected the economies of the neighboring nations.

	●	The European Union Real GDP growth is at 0.7% annual growth rate per the World Economic Report October, 2023.

	●	General economic conditions in our geographic markets; inflation, geopolitical tensions, including trade wars, tariffs and/or sanctions in geographic areas; ~~Global pandemics, including COVID-19;~~ and, global conflicts or disasters that impact the global economy or one or more sectors of the global economy.

	●	A global recession fear impacts the future expansions and budgets in every country and every sector. The World Bank forecasts that global growth will slow to 1.7% in 2023, down from 3% forecasted last June.

	●	Continued interest rate increases by the U.S. Federal Reserve Board in 2023 restricting buying power for consumers.

	●	~~The negative currency impact on our financial statements due to the devaluation of the Pakistan Rupee and the British Pound Sterling in comparison to the US Dollar.~~

	●	Political, monetary, and economic challenges and higher inflation rate than other regional countries impacting Pakistan exports.

	●	Inflation and higher interest rates globally have greatly increased the cost of doing business, including salaries and benefits worldwide, affecting profitability.

	●	War and hostility between Russia and Ukraine continue to foster global economic uncertainty.

	●	~~The decline by over 20% in 2022 of the U.S. markets including the NASDAQ index and the Russell 2000 index limiting access to capital markets.~~

	●	Working from the office might not return to pre-pandemic levels which may affect employee collaboration potentially lessening efficiency.

	●	The Pakistan political and economic environment will likely remain unsteady until new elections schedule on February 8, 2024.

	●	While the US-China bilateral summit exceeded expectations, the objective of the summit was risk management. Continued trade tensions between the U.S. and China are ~~called.~~causing some American companies to pull out of China and move their supply chain elsewhere. (Business Insider, Aug. 28, 2023; Bookings, January 12, 2024).

Page 3539

CHANGES IN FINANCIAL CONDITION

Quarter Ended ~~March~~December 31, 2023 Compared to the Quarter Ended ~~March~~December 31, 2022

The following table sets forth the items in our unaudited condensed consolidated statement of operations for the three months ended ~~March~~December 31, 2023 and 2022 as a percentage of revenues.

	For the Three Months												For the Three Months
	Ended March 31,												Ended December 31,
	2023			%			2022			%			2023			%			2022			%
Net Revenues:
License fees	$	1,982,985			14.7	%	$	1,620,827			10.9	%	$	2,990,453			19.6	%	$	15,884			0.1	%
Subscription and support		6,656,082			49.3	%		6,554,540			44.3	%		6,827,781			44.8	%		6,502,669			52.5	%
Services		4,867,322			36.0	%		6,634,459			44.8	%		5,419,707			35.6	%		5,871,805			47.4	%
Total net revenues		13,506,389			100.0	%		14,809,826			100.0	%		15,237,941			100.0	%		12,390,358			100.0	%

Cost of revenues:
Salaries and consultants		6,453,814			47.8	%		6,756,898			45.6	%
Travel		724,431			5.4	%		256,730			1.7	%
Depreciation and amortization		602,829			4.5	%		741,587			5.0	%
Other		1,020,286			7.6	%		1,220,041			8.2	%
Total cost of revenues		8,801,360			65.2	%		8,975,256			60.6	%

Cost of revenues														8,062,204			52.9	%		9,247,895			74.6	%
Gross profit		4,705,029			34.8	%		5,834,570			39.4	%		7,175,737			47.1	%		3,142,463			25.4	%
Operating expenses:
Selling and marketing		1,643,853			12.2	%		2,074,873			14.0	%
Depreciation and amortization		180,137			1.3	%		206,346			1.4	%
General and administrative		3,509,212			26.0	%		3,841,655			25.9	%
Selling, general and administrative														5,807,494			38.1	%		5,716,073			46.1	%
Research and development cost		302,262			2.2	%		251,001			1.7	%		341,411			2.2	%		472,904			3.8	%
Total operating expenses		5,635,464			41.7	%		6,373,875			43.0	%		6,148,905			40.4	%		6,188,977			49.9	%

Income (loss) from operations		(930,435	)		-6.9	%		(539,305	)		-3.6	%		1,026,832			6.7	%		(3,046,514	)		-24.6	%
Other income and (expenses)
Gain (loss) on sale of assets		(84,838	)		-0.6	%		8,770			0.1	%
Interest expense		(188,137	)		-1.4	%		(85,916	)		-0.6	%		(290,322	)		-1.9	%		(202,363	)		-1.6	%
Interest income		263,794			2.0	%		364,161			2.5	%		468,280			3.1	%		309,906			2.5	%
Gain (loss) on foreign currency exchange transactions		5,385,591			39.9	%		499,516			3.4	%		(14,617	)		-0.1	%		657,223			5.3	%
Share of net loss from equity investment		2,377			0.0	%		(76,798	)		-0.5	%		-			0.0	%		5,133			0.0	%
Other income (expense)		21,897			0.2	%		(30,296	)		-0.2	%		(57,305	)		-0.4	%		94,708			0.8	%
Total other income (expenses)		5,400,684			40.0	%		679,437			4.6	%		106,036			0.7	%		864,607			7.0	%

Net income before income taxes		4,470,249			33.1	%		140,132			0.9	%
Net income (loss) before income taxes														1,132,868			7.4	%		(2,181,907	)		-17.6	%
Income tax provision		(227,718	)		-1.7	%		(157,604	)		-1.1	%		(150,053	)		-1.0	%		(220,056	)		-1.8	%
Net income (loss)		4,242,531			31.4	%		(17,472	)		-0.1	%		982,815			6.4	%		(2,401,963	)		-19.4	%
Non-controlling interest		(1,697,908	)		-12.6	%		(260,998	)		-1.8	%		(574,499	)		-3.8	%		309,037			2.5	%
Net income (loss) attributable to NetSol	$	2,544,623			18.8	%	$	(278,470	)		-1.9	%	$	408,316			2.7	%	$	(2,092,926	)		-16.9	%

Net income (loss) per share:
Net income (loss) per common share
Basic	$	0.23					$	(0.02	)				$	0.04					$	(0.19	)
Diluted	$	0.23					$	(0.02	)				$	0.04					$	(0.19	)

Weighted average number of shares outstanding
Basic		11,283,954						11,249,606						11,372,819						11,270,199
Diluted		11,283,954						11,249,606						11,372,819						11,270,199

Page 3640

A significant portion of our business is conducted in currencies other than the U.S. dollar. We operate in several geographical regions as described in Note 1715 “Operating Segments” within the Notes to the Condensed Consolidated Financial Statements. Weakening of the value of the U.S. dollar compared to foreign currency exchange rates generally has the effect of increasing our revenues but also increasing our expenses denominated in currencies other than the U.S. dollar. Similarly, strengthening of the U.S. dollar compared to foreign currency exchange rates generally has the effect of reducing our revenues but also reducing our expenses denominated in currencies other than the U.S. dollar. We plan our business accordingly by deploying additional resources to areas of expansion, while continuing to monitor our overall expenditures given the economic uncertainties of our target markets. In order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, we compare the changes in results from one period to another period using constant currency. In order to calculate our constant currency results, we apply the current period results to the prior period foreign currency exchange rates. In the table below, we present the change based on actual results in reported currency and in constant currency.

Favorable Favorable Total
(Unfavorable) (Unfavorable) Favorable
For the Three Months Change in Change due to (Unfavorable)
Ended March 31, Constant Currency Change as
2023 % 2022 % Currency Fluctuation Reported

Net Revenues: $ 13,506,389 100.0 % $ 14,809,826 100.0 % $ (707,932 ) $ (595,505 ) $ (1,303,437 )

Cost of revenues: 8,801,360 65.2 % 8,975,256 60.6 % (2,716,350 ) 2,890,246 173,896

Gross profit 4,705,029 34.8 % 5,834,570 39.4 % (3,424,282 ) 2,294,741 (1,129,541 )

Operating expenses: 5,635,464 41.7 % 6,373,875 43.0 % (490,388 ) 1,228,799 738,411

Income (loss) from operations $ (930,435 ) -6.9 % $ (539,305 ) -3.6 % $ (3,914,670 ) $ 3,523,540 $ (391,130 )

												Favorable			Favorable			Total
												(Unfavorable)			(Unfavorable)			Favorable
	For the Three Months											Change in			Change due to			(Unfavorable)
	Ended December 31,											Constant			Currency			Change as
	2023		%			2022			%			Currency			Fluctuation			Reported

Net Revenues:	$	15,237,941		100.0	%	$	12,390,358			100.0	%	$	2,878,896		$	(31,313	)	$	2,847,583

Cost of revenues:		8,062,204		52.9	%		9,247,895			74.6	%		(105,865	)		1,291,556			1,185,691

Gross profit		7,175,737		47.1	%		3,142,463			25.4	%		2,773,031			1,260,243			4,033,274

Operating expenses:		6,148,905		40.4	%		6,188,977			49.9	%		(521,827	)		561,899			40,072

Income (loss) from operations	$	1,026,832		6.7	%	$	(3,046,514	)		-24.6	%	$	2,251,204		$	1,822,142		$	4,073,346

Net revenues for the three months ended ~~March~~December 31, 2023 and 2022 are broken out among the segments as follows:

	2023					2022					2023					2022
	Revenue		%			Revenue		%			Revenue		%			Revenue		%

North America	$	1,365,556		10.1	%	$	1,113,820		7.5	%	$	1,465,221		9.6	%	$	1,597,852		12.9	%
Europe		2,550,372		18.9	%		2,088,918		14.1	%		2,472,357		16.2	%		2,845,701		23.0	%
Asia-Pacific		9,590,461		71.0	%		11,607,088		78.4	%		11,300,363		74.2	%		7,946,805		64.1	%
Total	$	13,506,389		100.0	%	$	14,809,826		100.0	%	$	15,237,941		100.0	%	$	12,390,358		100.0	%

Revenues

License fees

License fees for the three months ended ~~March~~December 31, 2023 were ~~$1,982,985~~$2,990,453 compared to ~~$1,620,827~~$15,884 for the three months ended ~~March~~December 31, 2022 reflecting an increase of ~~$362,158~~$2,974,569 with an increase in constant currency of ~~$479,420.~~$3,037,196. During the three months ended ~~March~~December 31, 2023, we recognized approximately ~~$1,918,000~~$2,800,000 related to ~~a new NFS Ascent~~^® ~~agreement with Kubota in Australia. During the three months ended March 31, 2022, we recognized approximately $1,117,000 related to a new agreement with DTFS for~~ the sale of ~~both~~ our ~~legacy and Ascent product~~^® ~~for their new business segment~~NFS Ascent® CMS software to a renowned US auto manufacturer based in ~~the South African market and $465,000 from the DFS contract.~~China.

Page 3741

Subscription and support

Subscription and support fees for the three months ended ~~March~~December 31, 2023 were ~~$6,656,082~~$6,827,781 compared to ~~$6,554,540~~$6,502,669 for the three months ended ~~March~~December 31, 2022 reflecting an increase of ~~$101,542~~$325,112 with an increase in constant currency of ~~$264,776.~~$293,133. Subscription and support fees begin once a customer has “gone live” with our product. Subscription and support fees are recurring in nature, and we anticipate these fees to gradually increase as we implement both our NFS legacy products and NFS Ascent^®.

Services

Services income for the three months ended ~~March~~December 31, 2023 was ~~$4,867,322~~$5,419,707 compared to ~~$6,634,459~~$5,871,805 for the three months ended ~~March~~December 31, 2022 reflecting a decrease of ~~$1,767,137~~$452,098 with a decrease in constant currency of ~~$1,452,128.~~$470,501. The decrease is ~~primarily~~ due to the decrease in ~~services provided for ongoing implementations and additional change requests.~~fees associated with current implementations.

Gross Profit

The gross profit was ~~$4,705,029,~~$7,175,737, for the three months ended ~~March~~December 31, 2023 compared with ~~$5,834,570~~$3,142.463 for the three months ended ~~March~~December 31, 2022. This is ~~a decrease~~an increase of ~~$1,129,541~~$4,033,274 with ~~a decrease~~an increase in constant currency of ~~$3,424,282.~~$2,773,031. The gross profit percentage for the three months ended ~~March~~December 31, 2023 also ~~decreased~~increased to ~~34.8%~~47.1% from ~~39.4%~~25.4% for the three months ended ~~March~~December 31, 2022. The cost of sales was ~~$8,801,360~~$8,062,204 for the three months ended ~~March~~December 31, 2023 compared to ~~$8,975,256~~$9,247,895 for the three months ended ~~March~~December 31, 2022 for a decrease of ~~$173,896~~$1,185,691 and on a constant currency basis an increase of ~~$2,716,350.~~$105,865. As a percentage of sales, cost of sales ~~increased~~decreased from ~~60.6%~~74.6% for the three months ended ~~March~~December 31, 2022 to ~~65.2%~~52.9% for the three months ended ~~March~~December 31, 2023.

Salaries and consultant fees decreased by ~~$303,084~~$1,038,809 from ~~$6,756,898~~$6,942,171 for the three months ended ~~March~~December 31, 2022 to ~~$6,453,814~~$5,903,362 for the three months ended ~~March~~December 31, 2023 and on a constant currency basis ~~increased~~decreased by ~~$1,741,371. The increase on a constant currency basis is due to annual salary raises and new hirings.~~$128,762. As a percentage of sales, salaries and consultant expense ~~increased~~decreased from ~~45.6%~~56.0% for the three months ended ~~March~~December 31, 2022 to ~~47.8%~~38.7% for the three months ended ~~March~~December 31, 2023.

Travel ~~expense was $724,431~~expenses were $748,072 for the three months ended ~~March~~December 31, 2023 compared to ~~$256,730~~$635,298 for the three months ended ~~March~~December 31, 2022 for an increase of ~~$467,701~~$112,774 with an increase in constant currency of ~~$700,226.~~$229,251. The increase in travel expense is due to the increase in travel as countries have been lifting travel restrictions. As a percentage of sales, travel expense decreased from 5.1% for the three months ended December 31, 2022 to 4.9% for the three months ended December 31, 2023.

Depreciation and amortization expense decreased to ~~$602,829~~$264,374 compared to ~~$741,587~~$693,278 for the three months ended ~~March~~December 31, 2022 or a decrease of ~~$138,758~~$428,904 and on a constant currency basis a decrease of $361,721. The decrease is primarily attributed to the full amortization of capitalized software costs in the quarter ending December 31, 2023.

Other costs increased to $1,146,396 for the three months ended December 31, 2023 compared to $977,148 for the three months ended December 31, 2022 or an increase of $169,248 and on a constant currency basis an increase of ~~$139,936.~~

Other costs decreased to $1,020,286 for the three months ended March 31, 2023 compared to $1,220,041 for the three months ended March 31, 2022 or a decrease of $199,755 and on a constant currency basis an increase of $134,817.$367,097.

Operating Expenses

Operating expenses were ~~$5,635,464~~$6,148,905 for the three months ended ~~March~~December 31, 2023 compared to ~~$6,373,875,~~$6,188,977, for the three months ended ~~March~~December 31, 2022 for a decrease of ~~11.6% or $738,411~~$40,072 and on a constant currency basis an increase of ~~7.7% or $490,388.~~$521,827. As a percentage of sales, it decreased from ~~43.0%~~50.0% to ~~41.7%~~40.4%. The increase in operating expenses on a constant currency basis was primarily due to increases in salaries and wages, ~~and research and development costs, offset by decreases in selling and marketing expense~~professional services, and other general and administrative expenses, offset by a decrease in selling and marketing expenses.

Selling expenses were ~~$1,643,853~~$1,784,510 for the three months ended ~~March~~December 31, 2023 compared to ~~$2,074,873,~~$2,007,462, for the three months ended ~~March~~December 31, 2022 for a decrease of ~~$431,020~~$222,952 and on a constant currency basis a decrease of ~~$57,742.~~$52,890.

Page 3842

General and administrative expenses were ~~$3,509,212~~$3,858,195 for the three months ended ~~March~~December 31, 2023 compared to ~~$3,841,655~~$3,510,389 for the three months ended ~~March~~December 31, 2022 or ~~a decrease~~an increase of ~~$332,443 or 8.7%~~$347,806 and on a constant currency basis an increase of ~~$304,475 or 7.9%.~~$629,121. During the three months ended ~~March~~December 31, 2023, salaries ~~decreased~~increased by approximately ~~$52,981~~$154,192 and increased ~~$389,564~~$350,096 on a constant currency basis, and other general and administrative expenses ~~decreased~~increased approximately ~~$308,825~~$193,6124 or ~~decreased~~increased by ~~$129,617~~$279,025 on a constant currency basis.

Research and development cost was ~~$302,262~~$341,411 for the three months ended ~~March~~December 31, 2023 compared to ~~$251,001,~~$472,904, for the three months ended ~~March~~December 31, 2022 for ~~an increase~~a decrease of ~~$51,261~~$131,493 and on a constant currency basis ~~an increase~~a decrease of ~~$215,444.~~$44,230.

Income/Loss from Operations

~~Loss~~Income from operations was ~~$930,435~~$1,026,832 for the three months ended ~~March~~December 31, 2023 compared to a loss of ~~$539,305~~$3,046,514 for the three months ended ~~March~~December 31, 2022. This represents an increase in ~~the loss~~income from operations of ~~$391,130~~$4,073,346 with an increase in ~~the loss~~income from operations of ~~$3,914,670~~$2,251,204 on a constant currency basis for the three months ended ~~March~~December 31, 2023 compared with the three months ended ~~March~~December 31, 2022. As a percentage of sales, ~~loss~~income from operations was ~~6.9%~~6.7% for the three months ended ~~March~~December 31, 2023 compared to ~~3.6%~~loss of 24.6% for the three months ended ~~March~~December 31, 2022.

Other Income and Expense

Other income was ~~$5,400,684~~$106,036 for the three months ended ~~March~~December 31, 2023 compared to ~~$679,437~~$864,607 for the three months ended ~~March~~December 31, 2022. This represents ~~an increase~~a decrease of ~~$4,721,247~~$758,571 with ~~an increase~~a decrease of ~~$7,233,035~~$738,519 on a constant currency basis. The ~~increase~~decrease is primarily due to the foreign currency exchange transactions. The majority of the contracts with NetSol PK are either in U.S. dollars or Euros; therefore, the currency fluctuations will lead to foreign currency exchange gains or losses depending on the value of the PKR compared to the U.S. dollar and the Euro. During the three months ended ~~March~~December 31, 2023, we recognized a ~~gain~~loss of ~~$5,385,591~~$14,617 in foreign currency exchange transactions compared to ~~$499,516~~a gain of $657,223 for the three months ended ~~March~~December 31, 2022. During the three months ended ~~March~~December 31, 2023, the value of the U.S. dollar ~~increased 25.3%~~decreased 2.8% and the Euro increased ~~27.3%~~1.5%, compared to the PKR. During the three months ended ~~March~~December 31, 2022, the value of the U.S. dollar decreased 0.7% and the Euro increased ~~3.2% and 1.2%~~8.5%, ~~respectively,~~ compared to the PKR.

Non-controlling Interest

For the three months ended ~~March~~December 31, 2023, the net income attributable to non-controlling interest was ~~$1,697,908,~~$574,499, compared to ~~$260,998~~a net loss attributable to non-controlling interest of $309,037 for the three months ended ~~March~~December 31, 2022. The increase in non-controlling interest is primarily due to the increase in net income of NetSol PK.

Net income (loss) attributable to NetSol

The net income was ~~$2,544,623~~$408,316 for the three months ended ~~March~~December 31, 2023 compared to a net loss of ~~$278,470~~$2,092,926 for the three months ended ~~March~~December 31, 2022. This is an increase in net income of ~~$2,823,093~~$2,501,242 with an increase of ~~$1,511,612~~$1,191,078 on a constant currency basis, compared to the prior year. For the three months ended ~~March~~December 31, 2023, net income per share was ~~$0.23~~$0.04 for basic and diluted shares compared to net loss per share of ~~$0.02~~$0.19 for basic and diluted shares for the three months ended ~~March~~December 31, 2022.

Page 3943

~~Nine~~Six Months Ended ~~March~~December 31, 2023 Compared to the ~~Nine~~Six Months Ended ~~March~~December 31, 2022

The following table sets forth the items in our unaudited condensed consolidated statement of operations for the ~~nine~~six months ended ~~March~~December 31, 2023 and 2022 as a percentage of revenues.

	For the Nine Months												For the Six Months
	Ended March 31,												Ended December 31,
	2023			%			2022			%			2023			%			2022			%
Net Revenues:
License fees	$	2,248,829			5.8	%	$	3,586,874			8.2	%	$	4,270,902			14.5	%	$	265,844			1.1	%
Subscription and support		19,175,585			49.7	%		22,159,798			50.7	%		13,340,024			45.3	%		12,519,503			49.9	%
Services		17,178,452			44.5	%		17,956,877			41.1	%		11,869,196			40.3	%		12,311,130			49.1	%
Total net revenues		38,602,866			100.0	%		43,703,549			100.0	%		29,480,122			100.0	%		25,096,477			100.0	%

Cost of revenues:
Salaries and consultants		19,482,720			50.5	%		18,081,225			41.4	%
Travel		1,752,074			4.5	%		753,698			1.7	%
Depreciation and amortization		1,950,156			5.1	%		2,236,190			5.1	%
Other		3,318,427			8.6	%		3,712,256			8.5	%
Total cost of revenues		26,503,377			68.7	%		24,783,369			56.7	%

Cost of revenues														16,142,368			54.8	%		17,702,017			70.5	%
Gross profit		12,099,489			31.3	%		18,920,180			43.3	%		13,337,754			45.2	%		7,394,460			29.5	%
Operating expenses:
Selling and marketing		5,413,492			14.0	%		5,502,028			12.6	%
Depreciation and amortization		569,313			1.5	%		633,481			1.4	%
General and administrative		10,745,031			27.8	%		11,548,097			26.4	%
Selling, general and administrative														11,240,463			38.1	%		11,394,634			45.4	%
Research and development cost		1,244,793			3.2	%		761,621			1.7	%		719,830			2.4	%		942,531			3.8	%
Total operating expenses		17,972,629			46.6	%		18,445,227			42.2	%		11,960,293			40.6	%		12,337,165			49.2	%

Income (loss) from operations		(5,873,140	)		-15.2	%		474,953			1.1	%		1,377,461			4.7	%		(4,942,705	)		-19.7	%
Other income and (expenses)
Gain (loss) on sale of assets		(56,494	)		-0.1	%		(181,955	)		-0.4	%
Interest expense		(512,110	)		-1.3	%		(277,737	)		-0.6	%		(566,339	)		-1.9	%		(323,973	)		-1.3	%
Interest income		1,005,557			2.6	%		1,123,547			2.6	%		882,998			3.0	%		741,763			3.0	%
Gain (loss) on foreign currency exchange transactions		7,358,519			19.1	%		2,684,680			6.1	%		(148,870	)		-0.5	%		1,972,928			7.9	%
Share of net loss from equity investment		7,510			0.0	%		(317,581	)		-0.7	%		-			0.0	%		5,133			0.0	%
Other income (expense)		113,877			0.3	%		(7,599	)		0.0	%		576			0.0	%		120,324			0.5	%
Total other income (expenses)		7,916,859			20.5	%		3,023,355			6.9	%		168,365			0.6	%		2,516,175			10.0	%

Net income before income taxes		2,043,719			5.3	%		3,498,308			8.0	%
Net income (loss) before income taxes														1,545,826			5.2	%		(2,426,530	)		-9.7	%
Income tax provision		(641,122	)		-1.7	%		(526,737	)		-1.2	%		(271,948	)		-0.9	%		(413,404	)		-1.6	%
Net income (loss)		1,402,597			3.6	%		2,971,571			6.8	%		1,273,878			4.3	%		(2,839,934	)		-11.3	%
Non-controlling interest		(1,571,629	)		-4.1	%		(1,655,287	)		-3.8	%		(834,672	)		-2.8	%		126,279			0.5	%
Net income (loss) attributable to NetSol	$	(169,032	)		-0.4	%	$	1,316,284			3.0	%	$	439,206			1.5	%	$	(2,713,655	)		-10.8	%

Net income (loss) per share:
Net income (loss) per common share
Basic	$	(0.01	)				$	0.12					$	0.04					$	(0.24	)
Diluted	$	(0.01	)				$	0.12					$	0.04					$	(0.24	)

Weighted average number of shares outstanding
Basic		11,270,466						11,249,449						11,359,338						11,263,869
Diluted		11,270,466						11,249,449						11,359,338						11,263,869

Page 4044

Favorable Total
Favorable (Unfavorable) Favorable
For the Nine Months
(Unfavorable)
Change in
Change due to (Unfavorable)
Ended March 31, Constant Currency Change as
2023 % 2022 % Currency Fluctuation Reported

Net Revenues: $ 38,602,866 100.0 % $ 43,703,549 100.0 % $ (3,069,077 ) $ (2,031,606 ) $ (5,100,683 )

Cost of revenues: 26,503,377 68.7 % 24,783,369 56.7 % (9,047,722 ) 7,327,714 (1,720,008 )

Gross profit 12,099,489 31.3 % 18,920,180 43.3 % (12,116,799 ) 5,296,108 (6,820,691 )

Operating expenses: 17,972,629 46.6 % 18,445,227 42.2 % (3,016,282 ) 3,488,880 472,598

Income (loss) from operations $ (5,873,140 ) -15.2 % $ 474,953 1.1 % $ (15,133,081 ) $ 8,784,988 $ (6,348,093 )

												Favorable			Favorable			Total
												(Unfavorable)			(Unfavorable)			Favorable
	For the Six Months											Change in			Change due to			(Unfavorable)
	Ended December 31,											Constant			Currency			Change as
	2023		%			2022			%			Currency			Fluctuation			Reported

Net Revenues:	$	29,480,122		100.0	%	$	25,096,477			100.0	%	$	4,454,769		$	(71,124	)	$	4,383,645

Cost of revenues:		16,142,368		54.8	%		17,702,017			70.5	%		(1,271,432	)		2,831,081			1,559,649

Gross profit		13,337,754		45.2	%		7,394,460			29.5	%		3,183,337			2,759,957			5,943,294

Operating expenses:		11,960,293		40.6	%		12,337,165			49.2	%		(806,689	)		1,183,561			376,872

Income (loss) from operations	$	1,377,461		4.7	%	$	(4,942,705	)		-19.7	%	$	2,376,648		$	3,943,518		$	6,320,166

Net revenues for the ~~nine~~six months ended ~~March~~December 31, 2023 and 2022 are broken out among the segments as follows:

	2023					2022					2023					2022
	Revenue		%			Revenue		%			Revenue		%			Revenue		%

North America	$	4,088,696		10.6	%	$	3,104,433		7.1	%	$	2,873,836		9.7	%	$	2,723,140		10.9	%
Europe		7,643,408		19.8	%		7,483,911		17.1	%		5,034,390		17.1	%		5,093,036		20.3	%
Asia-Pacific		26,870,762		69.6	%		33,115,205		75.8	%		21,571,896		73.2	%		17,280,301		68.9	%
Total	$	38,602,866		100.0	%	$	43,703,549		100.0	%	$	29,480,122		100.0	%	$	25,096,477		100.0	%

Revenues

License fees

License fees for the ~~nine~~six months ended ~~March~~December 31, 2023 were ~~$2,248,829~~$4,270,902 compared to ~~$3,586,874~~$265,844 for the ~~nine~~six months ended ~~March~~December 31, 2022 reflecting ~~a decrease~~an increase of ~~$1,338,045~~$4,005,058 with ~~a decrease~~an increase in constant currency of ~~$1,212,555.~~$4,037,015. During the ~~nine~~six months ended ~~March~~December 31, 2023, we recognized approximately ~~$1,918,000~~$2,800,000 related to the sale of our NFS Ascent® CMS software to a ~~new NFS Ascent~~^®~~agreement~~renowned US auto manufacturer based in China and we recognized approximately $1,142,000 related to the license renewal with ~~Kubota in Australia and~~an existing customer. During the six months ended December 31, 2022, we recognized approximately $188,000 related to a new agreement with the Government of Khyber Pakhtunkhwa for the sale of our Ascent^® product. ~~During the nine months ended March 31, 2022, we recognized approximately $3,039,000 related to a new agreement with DTFS for the sale of both our legacy and Ascent product~~^® ~~for their new business segment in the Japanese, Australian and South African markets and $465,000 from the DFS contract.~~

Page 4145

Subscription and support

Subscription and support fees for the ~~nine~~six months ended ~~March~~December 31, 2023 were ~~$19,175,585~~$13,340,024 compared to ~~$22,159,798~~$12,519,503 for the ~~nine~~six months ended ~~March~~December 31, 2022 reflecting ~~a decrease~~an increase of ~~$2,984,213~~$820,521 with ~~a decrease~~an increase in constant currency of $2,370,859. The decrease in subscription and support revenue is related to the revised ceiling amount for post contract support due to the software customizations related to the DFS contract. The Company recorded a one-time post contract support revenue of approximately $3,480,000 using the catch-up approach during the nine months ended March 31, 2022.$792,292. Subscription and support fees begin once a customer has “gone live” with our product. Subscription and support fees are recurring in nature, and we anticipate these fees to gradually increase as we implement both our NFS legacy products and NFS Ascent^®.

Services

Services income for the ~~nine~~six months ended ~~March~~December 31, 2023 was ~~$17,178,452~~$11,869,196 compared to ~~$17,956,877~~$12,311,130 for the ~~nine~~six months ended ~~March~~December 31, 2022 reflecting a decrease of ~~$778,425~~$441,934 with ~~an increase~~a decrease in constant currency of ~~$514,337.~~$393,906. The ~~change~~decrease is ~~primarily~~ due to ~~services provided for ongoing implementations plus additional change requests.~~the decrease in fees associated with current implementations.

Gross Profit

The gross profit was ~~$12,099,489~~$13,337,754, for the ~~nine~~six months ended ~~March~~December 31, 2023 compared with ~~$18,920,180~~$7,394,460 for the ~~nine~~six months ended ~~March~~December 31, 2022. This is ~~a decrease~~an increase of ~~$6,820,691~~$5,943,294 with ~~a decrease~~an increase in constant currency of ~~$12,116,799.~~$3,183,337. The gross profit percentage for the ~~nine~~six months ended ~~March~~December 31, 2023 also ~~decreased~~increased to ~~31.3%~~45.2% from ~~43.3%~~29.5% for the ~~nine~~six months ended ~~March~~December 31, 2022. The cost of sales was ~~$26,503,377~~$16,142,368 for the ~~nine~~six months ended ~~March~~December 31, 2023 compared to ~~$24,783,369~~$17,702,017 for the ~~nine~~six months ended ~~March~~December 31, 2022 for ~~an increase~~a decrease of ~~$1,720,008~~$1,559,649 and on a constant currency basis an increase of ~~$9,047,722.~~$1,271,432. As a percentage of sales, cost of sales ~~increased~~decreased from ~~56.7%~~70.5% for the ~~nine~~six months ended ~~March~~December 31, 2022 to ~~68.7%~~54.8% for the ~~nine~~six months ended ~~March~~December 31, 2023.

Salaries and consultant fees ~~increased~~decreased by ~~$1,401,495~~$1,167,401 from ~~$18,081,225~~$13,028,906 for the ~~nine~~six months ended ~~March~~December 31, 2022 to ~~$19,482,720~~$11,861,505 for the ~~nine~~six months ended ~~March~~December 31, 2023 and on a constant currency basis increased by ~~$6,651,377.~~$834,064. The increase is due to annual salary ~~raises and new hirings.~~raises. As a percentage of sales, salaries and consultant expense ~~increased~~decreased from ~~41.4%~~51.9% for the ~~nine~~six months ended ~~March~~December 31, 2022 to ~~50.5%~~40.2% for the ~~nine~~six months ended ~~March~~December 31, 2023.

Travel expense was ~~$1,752,074~~$1,408,439 for the ~~nine~~six months ended ~~March~~December 31, 2023 compared to ~~$753,698~~$1,027,643 for the ~~nine~~six months ended ~~March~~December 31, 2022 for an increase of ~~$998,376~~$380,796 with an increase in constant currency of ~~$1,487,642.~~$618,393. The increase in travel expense is due to the increase in travel as countries ~~have been~~begin lifting travel restrictions.

Depreciation and amortization expense decreased to ~~$1,950,156~~$657,357 compared to ~~$2,236,190~~$1,347,327 for the ~~nine~~six months ended ~~March~~December 31, 2022 or a decrease of ~~$286,034~~$689,970 and on a constant currency basis a decrease of $502,138.

Other costs decreased to $2,215,067 for the six months ended December 31, 2023 compared to $2,298,141 for the six months ended December 31, 2022 or a decrease of $83,074 and on a constant currency basis an increase of ~~$418,918.~~

Other costs decreased to $3,318,427 for the nine months ended March 31, 2023 compared to $3,712,256 for the nine months ended March 31, 2022 or a decrease of $393,829 and on a constant currency basis an increase of $489,785.$321,113. The increase on a constant currency basis is mainly due to increases in computer costs.

Operating Expenses

Operating expenses were ~~$17,972,629~~$11,960,293 for the ~~nine~~six months ended ~~March~~December 31, 2023 compared to ~~$18,445,227,~~$12,337,165, for the ~~nine~~six months ended ~~March~~December 31, 2022 for a decrease of ~~2.6% or $472,598~~$376,872 and on a constant currency basis an increase of ~~16.3% or $3,016,282.~~$806,689. As a percentage of sales, it ~~increased~~decreased from ~~42.2%~~49.2% to ~~46.6%~~40.6%. The increase in operating expenses on a constant currency basis was primarily due to increases in selling expenses, professional services and general and administrative expenses ~~and~~offset by a decrease in research and development costs.

Selling expenses were ~~$5,413,492~~$3,493,375 for the ~~nine~~six months ended ~~March~~December 31, 2023 compared to ~~$5,502,028,~~$3,769,639, for the ~~nine~~six months ended ~~March~~December 31, 2022 for a decrease of ~~$88,536~~$276,264 and on a constant currency basis an increase of ~~$986,779.~~$102,583.

Page 4246

General and administrative expenses were ~~$10,745,031~~$7,444,496 for the ~~nine~~six months ended ~~March~~December 31, 2023 compared to ~~$11,548,097 at March~~$7,235,819 for the six months ended December 31, 2022 or ~~a decrease~~an increase of ~~$803,066 or 7.0%~~$208,677 and on a constant currency basis an increase of ~~$1,024,055 or 8.9%.~~$791,007. During the ~~nine~~six months ended ~~March~~December 31, 2023, salaries ~~decreased~~increased by approximately ~~$364,975~~$233,293 and increased ~~$805,877~~$634,362 on a constant currency basis, and other general and administrative expenses decreased approximately ~~$438,091~~$24,616 and increased ~~$218,178~~$156,645 on a constant currency basis.

Research and development cost was ~~$1,244,793~~$719,830 for the ~~nine~~six months ended ~~March~~December 31, 2023 compared to ~~$761,621,~~$942,531, for the ~~nine~~six months ended ~~March~~December 31, 2022 for ~~an increase~~a decrease of ~~$483,172~~$222,701 and on a constant currency basis ~~an increase~~a decrease of ~~$920,289.~~$38,951.

Income/Loss from Operations

~~Loss~~Income from operations was ~~$5,873,140~~$1,377,461 for the ~~nine~~six months ended ~~March~~December 31, 2023 compared to ~~income~~a loss from operations of ~~$474,953~~$4,942,705 for the ~~nine~~six months ended ~~March~~December 31, 2022. This represents an increase in ~~the loss~~income from operations of ~~$6,348,093~~$6,320,166 with an increase in ~~the loss~~income from operations of ~~$15,133,081~~$2,376,648 on a constant currency basis for the ~~nine~~six months ended ~~March~~December 31, 2023 compared with the ~~nine~~six months ended ~~March~~December 31, 2022. As a percentage of sales, ~~loss~~income from operations was ~~15.2%~~4.7% for the ~~nine~~six months ended ~~March~~December 31, 2023 compared to ~~income~~loss from operations of ~~1.1%~~19.7% for the ~~nine~~six months ended ~~March~~December 31, 2022.

Other Income and Expense

Other income was ~~$7,916,859~~$168,365 for the ~~nine~~six months ended ~~March~~December 31, 2023 compared to ~~$3,023,355~~$2,516,175 for the ~~nine~~six months ended ~~March~~December 31, 2022. This represents ~~an increase~~a decrease of ~~$4,893,504~~$2,347,810 with ~~an increase~~a decrease of ~~$8,201,958~~$2,308,740 on a constant currency basis. ~~The increase is primarily due to the foreign currency exchange transactions.~~ The majority of the contracts with NetSol PK are either in U.S. dollars or Euros; therefore, the currency fluctuations will lead to foreign currency exchange gains or losses depending on the value of the PKR compared to the U.S. dollar and the Euro. During the ~~nine~~six months ended ~~March~~December 31, 2023, we recognized a ~~gain~~loss of ~~$7,358,519~~$148,870 in foreign currency exchange transactions compared to ~~$2,684,680~~a gain of $1,972,928 for the ~~nine~~six months ended ~~March~~December 31, 2022. During the ~~nine~~six months ended ~~March~~December 31, 2023, the value of the U.S. dollar and the Euro ~~increased 38.2%~~decreased 2.6% and ~~43.8%~~1.2%, respectively, compared to the PKR. During the ~~nine~~six months ended ~~March~~December 31, 2022, the value of the U.S. dollar and the Euro increased ~~15.9%~~10.3% and ~~8.5%~~12.9%, respectively, compared to the PKR.

Non-controlling Interest

For the ~~nine~~six months ended ~~March~~December 31, 2023, the net income attributable to non-controlling interest was ~~$1,571,629,~~$834,672, compared to ~~$1,655,287~~a net loss of $126,279 for the ~~nine~~six months ended ~~March~~December 31, 2022. The decrease in non-controlling interest is primarily due to the decrease in net income of NetSol PK.

Net ~~income (loss)~~loss attributable to NetSol

The net ~~loss~~income was ~~$169,032~~$439,206 for the ~~nine~~six months ended ~~March~~December 31, 2023 compared to a net ~~income~~loss of ~~$1,316,284~~$2,713,655 for the ~~nine~~six months ended ~~March~~December 31, 2022. This is ~~a decrease~~an increase of ~~$1,485,316~~$3,152,861 with ~~a decrease~~an increase of ~~$6,151,678~~$355,783 on a constant currency basis, compared to the prior year. For the ~~nine~~six months ended ~~March~~December 31, 2023, net ~~loss~~income per share was ~~$0.01~~$0.04 for basic and diluted shares compared to net ~~income~~loss per share of ~~$0.12~~$0.24 for basic and diluted shares for the ~~nine~~six months ended ~~March~~December 31, 2022.

Page 4347

Non-GAAP Financial Measures

Regulation S-K Item 10(e), “Use of Non-GAAP Financial Measures in Commission Filings,” defines and prescribes the conditions for use of non-GAAP financial information. Our measures of adjusted EBITDA and adjusted EBITDA per basic and diluted share meet the definition of a non-GAAP financial measure.

We define the non-GAAP measures as follows:

	●	EBITDA is GAAP net income or loss before net interest expense, income tax expense, depreciation and amortization.
	●	Non-GAAP adjusted EBITDA is EBITDA plus stock-based compensation expense.
	●	Adjusted EBITDA per basic and diluted share – Adjusted EBITDA allocated to common stock divided by the weighted average shares outstanding and diluted shares outstanding.

We use non-GAAP measures internally to evaluate the business and believe that presenting non-GAAP measures provides useful information to investors regarding the underlying business trends and performance of our ongoing operations as well as useful metrics for monitoring our performance and evaluating it against industry peers. The non-GAAP financial measures presented should be used in addition to, and in conjunction with, results presented in accordance with GAAP, and should not be relied upon to the exclusion of GAAP financial measures. Management strongly encourages investors to review our consolidated financial statements in their entirety and not to rely on any single financial measure in evaluating the Company.

The non-GAAP measures reflect adjustments based on the following items:

EBITDA: We report EBITDA as a non-GAAP metric by excluding the effect of net interest expense, income tax expense, depreciation and amortization from net income or loss because doing so makes internal comparisons to our historical operating results more consistent. In addition, we believe providing an EBITDA calculation is a more useful comparison of our operating results to the operating results of our peers.

Stock-based compensation expense: We have excluded the effect of stock-based compensation expense from the non-GAAP adjusted EBITDA and non-GAAP adjusted EBITDA per basic and diluted share calculations. Although stock-based compensation expense is calculated in accordance with current GAAP and constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense which generally requires cash settlement by NetSol, and therefore is not used by us to assess the profitability of our operations. We also believe the exclusion of stock-based compensation expense provides a more useful comparison of our operating results to the operating results of our peers.

Non-controlling interest: We add back the non-controlling interest in calculating gross adjusted EBITDA and then subtract out the income taxes, depreciation and amortization and net interest expense attributable to the non-controlling interest to arrive at a net adjusted EBITDA.

Page 4448

Our reconciliation of the non-GAAP financial measures of adjusted EBITDA and non-GAAP earnings per basic and diluted share to the most comparable GAAP measures for the three and ~~nine~~six months ended ~~March~~December 31, 2023 and 2022 are as follows:

													For the Three Months						For the Six Months
	For the Three Months Ended March 31,							For the Nine Months Ended March 31,					Ended December 31,						Ended December 31,
	2023			2022			2023			2022			2023			2022			2023			2022

Net Income (loss) attributable to NetSol	$	2,544,623		$	(278,470	)	$	(169,032	)	$	1,316,284		$	408,316		$	(2,092,926	)	$	439,206		$	(2,713,655	)
Non-controlling interest		1,697,908			260,998			1,571,629			1,655,287			574,499			(309,037	)		834,672			(126,279	)
Income taxes		227,718			157,604			641,122			526,737			150,053			220,056			271,948			413,404
Depreciation and amortization		782,966			947,933			2,519,469			2,869,671			429,163			891,500			959,949			1,736,503
Interest expense		188,137			85,916			512,110			277,737			290,322			202,363			566,339			323,973
Interest (income)		(263,794	)		(364,161	)		(1,005,557	)		(1,123,547	)		(468,280	)		(309,906	)		(882,998	)		(741,763	)
EBITDA	$	5,177,558		$	809,820		$	4,069,741		$	5,522,169		$	1,384,073		$	(1,397,950	)	$	2,189,116		$	(1,107,817	)
Add back:
Non-cash stock-based compensation		52,392			49,933			198,559			78,225			51,433			64,333-			111,787			146,167
Adjusted EBITDA, gross	$	5,229,950		$	859,753		$	4,268,300		$	5,600,394		$	1,435,506		$	(1,333,617	)	$	2,300,903		$	(961,650	)
Less non-controlling interest (a)		(1,971,516	)		(500,805	)		(2,363,688	)		(2,382,721	)		(710,154	)		7,363			(1,109,577	)		(392,172	)
Adjusted EBITDA, net	$	3,258,434		$	358,948		$	1,904,612		$	3,217,673		$	725,352		$	(1,326,254	)	$	1,191,326		$	(1,353,822	)

Weighted Average number of shares outstanding
Basic		11,283,954			11,249,606			11,270,466			11,249,449			11,372,819			11,270,199			11,359,338			11,263,869
Diluted		11,283,954			11,249,606			11,270,466			11,249,449			11,372,819			11,270,199			11,359,338			11,263,869

Basic adjusted EBITDA	$	0.29		$	0.03		$	0.17		$	0.29		$	0.06		$	(0.12	)	$	0.10		$	(0.12	)
Diluted adjusted EBITDA	$	0.29		$	0.03		$	0.17		$	0.29		$	0.06		$	(0.12	)	$	0.10		$	(0.12	)

(a) The reconciliation of adjusted EBITDA of non-controlling interest to net income attributable to non-controlling interest is as follows
(a)The reconciliation of adjusted EBITDA of non-controlling interest to net income attributable to non-controlling interest is as follows

Net Income (loss) attributable to non-controlling interest	$	1,697,908		$	260,998		$	1,571,629		$	1,655,287		$	574,499		$	(309,037	)	$	834,672		$	(126,279	)
Income Taxes		69,947			45,427			198,263			159,854			75,407			68,406			111,784			128,316
Depreciation and amortization		219,759			279,055			713,676			840,508			109,748			255,584			251,082			493,917
Interest expense		57,797			25,764			157,929			81,846			91,295			62,736			177,184			100,132
Interest (income)		(77,988	)		(117,417	)		(303,489	)		(362,146	)		(144,578	)		(93,012	)		(272,669	)		(225,501	)
EBITDA	$	1,967,423		$	493,827		$	2,338,008		$	2,375,349		$	706,371		$	(15,323	)	$	1,102,053		$	370,585
Add back:
Non-cash stock-based compensation		4,093			6,978			25,680			7,372			3,783			7,960			7,524			21,587
Adjusted EBITDA of non-controlling interest	$	1,971,516		$	500,805		$	2,363,688		$	2,382,721		$	710,154		$	(7,363	)	$	1,109,577		$	392,172

Page 4549

LIQUIDITY AND CAPITAL RESOURCES

Our cash position was ~~$15,259,497~~$15,659,516 at ~~March~~December 31, 2023, compared to ~~$23,963,797~~$15,533,254 at June 30, ~~2022.~~2023.

Net cash provided by operating activities was ~~$2,564,619~~$604,684 for the ~~nine~~six months ended ~~March~~December 31, 2023 compared to ~~$5,525,951~~$1,689,543 for the ~~nine~~six months ended ~~March~~December 31, 2022. At ~~March~~December 31, 2023, we had current assets of ~~$40,824,397~~$40,077,006 and current liabilities of ~~$17,656,128.~~$17,812,164. We had accounts receivable of ~~$9,223,484~~$5,975,716 at ~~March~~December 31, 2023 compared to ~~$8,669,202~~$11,714,422 at June 30, ~~2022.~~2023. We had revenues in excess of billings of ~~$13,741,884~~$17,033,684 at ~~March~~December 31, 2023 compared to ~~$15,425,377~~$12,377,677 at June 30, ~~2022~~2023 of which ~~$nil~~$734,397 and ~~$853,601~~$nil is shown as long term as of ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, respectively. The long-term portion was discounted by $85,488 and $nil ~~and $28,339~~ at ~~March~~December 31, 2023 and June 30, ~~2022,~~2023, respectively, using the discounted cash flow method with an interest ~~rates ranging from 4.65% to 6.25%~~rate of 7.24%. During the ~~nine~~six months ended ~~March~~December 31, 2023, our revenues in excess of billings were reclassified to accounts receivable pursuant to billing requirements detailed in each contract. The combined totals for accounts receivable and revenues in excess of billings decreased by ~~$1,129,211~~$1,082,699 from ~~$24,094,579~~$24,092,099 at June 30, ~~2022~~2023 to ~~$22,965,368~~$23,009,400 at ~~March~~December 31, 2023. Accounts payable and accrued expenses, and current portions of loans and lease obligations amounted to ~~$7,098,206~~$6,713,920 and ~~$5,969,044,~~$5,982,466, respectively at ~~March~~December 31, 2023. Accounts payable and accrued expenses, and current portions of loans and lease obligations amounted to ~~$6,813,541~~$6,552,181 and ~~$8,567,145,~~$5,779,510, respectively, at June 30, ~~2022.~~2023.

The average days sales outstanding for the ~~nine~~six months ended ~~March~~December 31, 2023 and 2022 were ~~167~~147 and ~~137~~162 days, respectively, for each period. The days sales outstanding have been calculated by taking into consideration the average combined balances of accounts receivable and revenues in excess of billings.

Net cash used in investing activities was ~~$1,421,657~~$569,336 for the ~~nine~~six months ended ~~March~~December 31, 2023, compared to ~~$1,359,605~~$1,182,042 for the ~~nine~~six months ended December 31, ~~2021.~~2022. We had purchases of property and equipment of ~~$1,575,059~~$570,584 compared to ~~$1,680,856~~$1,252,325 for the ~~nine~~six months ended ~~March~~December 31, 2022.

Net cash used in financing activities was ~~$517,349~~$27,359 for the ~~nine~~six months ended ~~March~~December 31, 2023, compared to ~~$833,103~~$537,180 for the ~~nine~~six months ended ~~March~~December 31, 2022. ~~For~~During the ~~nine~~six months ended March 31, 2022, we purchased 22,510 shares of our own stock for $100,106. The nine months ended March 31, 2023 and 2022 included the cash inflow of $270,292 and $312,467, respectively, from bank proceeds. During the nine months ended MarchDecember 31, 2023, we had net payments for bank loans and finance leases of ~~$787,641~~$162,482 compared to ~~$1,045,464~~$537,180 for the ~~nine~~six months ended ~~March~~December 31, 2022. We are operating in various geographical regions of the world through our 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 1413 of the financial statements. We are in compliance with the covenants of the financial arrangements and there is no default, which may lead to early payment of these obligations. We anticipate paying back all these obligations on their respective due dates from its own sources.

We typically fund the cash requirements for our operations in the U.S. through our license, services, and subscription and support agreements, intercompany charges for corporate services, and through the exercise of options and warrants. As of ~~March~~December 31, 2023, we had approximately ~~$15.3~~$15.7 million of cash, cash equivalents and marketable securities of which approximately ~~$13.1~~$14.5 million is held by our foreign subsidiaries. As of June 30, ~~2022,~~2023, we had approximately ~~$24.0~~$15.5 million of cash, cash equivalents and marketable securities of which approximately ~~$22.8~~$13.5 million ~~was~~is held by our foreign subsidiaries.

We remain open to strategic relationships that would provide value added benefits. The focus will remain on continuously improving cash reserves internally and 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 ~~$2.5~~$1.5 million for APAC, U.S. and Europe new business development activities and infrastructure enhancements, which we expect to provide from current operations.

Page 4650

Financial Covenants

Our UK based subsidiary, NTE, has an approved overdraft facility of £300,000 ($~~370,370)~~397,747) which requires that the aggregate amount of invoiced trade debtors (net of provisions for bad and doubtful debts and excluding intra-group debtors) of NTE, not exceeding 90 days old, will not be less than an amount equal to 200% of the facility. The Pakistani subsidiary, NetSol PK has an approved facility for export refinance from Askari Bank Limited amounting to Rupees 500 million ($~~1,762,363)~~1,787,821) and a running finance facility of Rupees 53 million ($~~188,925)~~191,654). NetSol PK has an approved facility for export refinance from another Habib Metro Bank Limited amounting to Rupees 900 million ($~~3,172,253)~~3,218,078). These facilities require NetSol PK to maintain a long-term debt equity ratio of 60:40 and the current ratio of 1:1. NetSol PK also has an approved export refinance facility of Rs. 380 million ($~~1,339,396)~~1,358,744) from Samba Bank Limited. During the loan tenure, ~~of loan,~~ these two facilities require NetSol PK to maintain at a minimum a current ratio of 1:1, an interest coverage ratio of 4 times, a leverage ratio of 2 times, and a debt service coverage ratio of 4 times.

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

CRITICAL ACCOUNTING POLICIES

Our condensed consolidated financial statements are prepared applying certain critical accounting policies. The SEC defines “critical accounting policies” as those that require application of management’s most difficult, subjective, or complex judgments. Critical accounting policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variations and may significantly affect our reported results and financial position for the period or in future periods. Changes in underlying factors, assumptions, or estimates in any of these areas could have a material impact on our future financial condition and results of operations. Our financial statements are prepared in accordance with U.S. GAAP, and they conform to general practices in our industry. We apply critical accounting policies consistently from period to period and intend that any change in methodology occur in an appropriate manner. There have been no significant changes to our accounting policies and estimates as discussed in our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2022.~~2023.

RECENT ACCOUNTING PRONOUNCEMENTS

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 2 of Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risks.

None.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting during the three months ended ~~March~~December 31, 2023, that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)).

Page 4751

PART II OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

~~None.~~As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended June 30, 2023, filed with the SEC on September 22, 2023. Any of such factors could result in a significant or material adverse effect on our result of operations or financial conditions. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~

Item 6. Exhibits

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CEO)
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CFO)
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CEO)
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CFO)
101.		INS Inline XBRL Instance Document
101.		SCH Inline XBRL Taxonomy Extension Schema Document
101.		CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.		DFE Inline XBRL Taxonomy Extension definition Linkbase Document
101.		LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.		PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Page 4852

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NETSOL TECHNOLOGIES, INC.

Date: ~~May 11, 2023~~	February 13, 2024	/s/ Najeeb U. Ghauri
		NAJEEB U. GHAURI
		Chief Executive Officer

Date: ~~May 11, 2023~~	February 13, 2024	/s/ Roger K. Almond
		ROGER K. ALMOND
		Chief Financial Officer
		Principal Accounting Officer

Page 4953

	Revenues in excess of billings - long term			Fair value discount			Total
Balance at June 30, 2022	$	881,940		$	(28,339	)	$	853,601
Amortization during the period		-			28,029			28,029
Transfers to short term		(890,794	)		-			(890,794	)
Effect of Translation Adjustment		8,854			310			9,164
Balance at March 31, 2023	$	-		$	-		$	-

SUBSIDIARY	Non-Controlling Interest %			Non-Controlling Interest at March 31, 2023

NetSol PK		32.38	%	$	3,630,559
NetSol-Innovation		32.38	%		(123,724	)
NAMECET		32.38	%		(3,608	)
NetSol Thai		0.006	%		(197	)
OTOZ Thai		10.95	%		(43,064	)
OTOZ		10.94	%		(156,930	)
Total				$	3,303,036