UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2021

[ ] 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.
Incorporation or Organization)		Employer NO.)

23975 Park Sorrento, Suite 250, Calabasas, CA 91302

(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 [X] 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 [X] 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 [X]	Smaller reporting company [X]
		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 [X]

The issuer had 12,157,871 shares issued and 11,306,680 outstanding of its $.01 par value Common Stock and no Preferred Stock outstanding as of May 9, 2021.

NETSOL TECHNOLOGIES, INC.

	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Comprehensive Income (Loss)	5
Condensed Consolidated Statements of Stockholders’ Equity	6
Condensed Consolidated Statements of Cash Flows	8
Notes to the Condensed Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3. Quantitative and Qualitative Disclosures about Market Risk	50
Item 4. Controls and Procedures	50

PART II. OTHER INFORMATION
Item 1. Legal Proceedings	51
Item 1A Risk Factors	51
Item 2. Unregistered Sales of Equity and Use of Proceeds	51
Item 3. Defaults Upon Senior Securities	51
Item 4. Mine Safety Disclosures	51
Item 5. Other Information	51
Item 6. Exhibits	51

Page 2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

	As of			As of
	March 31, 2021			June 30, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	30,599,137		$	20,166,830
Accounts receivable, net of allowance of $272,936 and $435,611		12,176,722			10,131,752
Accounts receivable - related party, net of allowance of $1,373,099 and $90,594		-			1,282,505
Revenues in excess of billings, net of allowance of $94,706 and $188,914		9,802,047			17,198,281
Revenues in excess of billings - related party, net of allowance of $8,163 and $0		-			8,163
Other current assets, net of allowance of $1,243,633 and $0		2,983,686			3,108,180
Total current assets		55,561,592			51,895,711
Revenues in excess of billings, net - long term		946,184			1,300,289
Convertible note receivable - related party, net of allowance of $4,250,000 and $0		-			4,250,000
Property and equipment, net		12,902,342			11,329,631
Right of use of assets - operating leases		1,637,125			2,360,129
Long term investment		3,195,980			2,387,692
Other assets		48,841			41,992
Intangible assets, net		4,507,155			5,391,077
Goodwill		9,516,568			9,516,568
Total assets	$	88,315,787		$	88,473,089

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	6,156,782		$	5,680,837
Current portion of loans and obligations under finance leases		12,634,914			9,139,561
Current portion of operating lease obligations		956,006			1,111,912
Unearned revenues		5,728,790			4,095,472
Common stock to be issued		88,324			88,324
Total current liabilities		25,564,816			20,116,106
Loans and obligations under finance leases; less current maturities		910,107			1,539,975
Operating lease obligations; less current maturities		761,653			1,339,965
Total liabilities		27,236,576			22,996,046
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; 500,000 shares authorized;		-			-
Common stock, $.01 par value; 14,500,000 shares authorized;
12,157,871 shares issued and 11,306,680 outstanding as of March 31, 2021 and 12,122,149 shares issued and 11,874,646 outstanding as of June 30, 2020		121,580			121,222
Additional paid-in-capital		128,881,744			128,677,754
Treasury stock (at cost, 851,191 shares and 247,503 shares as of March 31, 2021 and June 30, 2020, respectively)		(3,520,769	)		(1,455,969	)
Accumulated deficit		(40,727,320	)		(34,269,817	)
Other comprehensive loss		(31,118,798	)		(34,085,047	)
Total NetSol stockholders' equity		53,636,437			58,988,143
Non-controlling interest		7,442,774			6,488,900
Total stockholders' equity		61,079,211			65,477,043
Total liabilities and stockholders' equity	$	88,315,787		$	88,473,089

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)

	For the Three Months						For the Nine Months
	Ended March 31,						Ended March 31,
	2021			2020			2021			2020
Net Revenues:
License fees	$	2,120,963		$	93,076		$	4,710,942		$	2,733,998
Subscription and support		5,674,776			5,153,692			16,571,441			14,864,804
Services		5,988,257			8,222,227			18,270,451			24,992,271
Services - related party		-			61,842			-			202,199
Total net revenues		13,783,996			13,530,837			39,552,834			42,793,272

Cost of revenues:
Salaries and consultants		5,372,302			4,850,438			15,193,613			13,931,274
Travel		151,075			1,052,033			414,001			3,967,591
Depreciation and amortization		759,768			737,637			2,180,766			2,191,654
Other		1,075,403			868,491			2,915,122			2,767,927
Total cost of revenues		7,358,548			7,508,599			20,703,502			22,858,446

Gross profit		6,425,448			6,022,238			18,849,332			19,934,826

Operating expenses:
Selling and marketing		1,595,967			1,587,821			4,763,598			5,189,785
Depreciation and amortization		272,075			206,035			715,437			623,901
General and administrative		3,860,509			4,151,394			11,353,933			12,638,797
Research and development cost		234,678			453,050			431,086			1,580,625
Total operating expenses		5,963,229			6,398,300			17,264,054			20,033,108

Income (loss) from operations		462,219			(376,062	)		1,585,278			(98,282	)

Other income and (expenses)
Gain (loss) on sale of assets		(53,012	)		129			(127,285	)		368
Interest expense		(98,656	)		(94,395	)		(296,224	)		(246,064	)
Interest income		231,979			448,368			643,654			1,283,279
Gain (loss) on foreign currency exchange transactions		(1,825,349	)		1,770,894			(1,515,327	)		71,765
Share of net loss from equity investment		(80,953	)		(78,502	)		(232,488	)		(432,522	)
Other income		521,758			17,012			654,395			243,325
Total other income (expenses)		(1,304,233	)		2,063,506			(873,275	)		920,151

Net income (loss) before income taxes		(842,014	)		1,687,444			712,003			821,869
Income tax provision		(133,156	)		(218,351	)		(642,884	)		(1,067,099	)
Net income (loss)		(975,170	)		1,469,093			69,119			(245,230	)
Non-controlling interest		351,939			(468,286	)		(216,900	)		4,065
Net income (loss) attributable to NetSol	$	(623,231	)	$	1,000,807	#	$	(147,781	)	$	(241,165	)

Net income (loss) per share:
Net income (loss) per common share
Basic	$	(0.05	)	$	0.09		$	(0.01	)	$	(0.02	)
Diluted	$	(0.05	)	$	0.09		$	(0.01	)	$	(0.02	)

Weighted average number of shares outstanding
Basic		11,343,406			11,753,063	#		11,571,878			11,713,827
Diluted		11,343,406			11,753,063	#		11,571,878			11,713,827

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)

	For the Three Months						For the Nine Months
	Ended March 31,						Ended March 31,
	2021			2020			2021			2020
Net income (loss)	$	(623,231	)	$	1,000,807		$	(147,781	)	$	(241,165	)
Other comprehensive income (loss):
Translation adjustment		1,448,793			(4,605,609	)		4,177,423			(1,108,848	)
Translation adjustment attributable to non-controlling interest		(507,440	)		996,856			(1,211,174	)		168,469
Net translation adjustment		941,353			(3,608,753	)		2,966,249			(940,379	)
Comprehensive income (loss) attributable to NetSol	$	318,122		$	(2,607,946	)	$	2,818,468		$	(1,181,544	)

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 31, 2021 is provided below:

					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, 2020		12,147,458	$	121,476	$	128,823,181	$	(2,848,640	)	$	(40,104,089	)	$	(32,060,151	)	$	7,287,273		$	61,219,050
Common stock issued for:
Services		10,413		104		58,563		-			-			-			-			58,667
Purchase of treasury shares		-		-		-		(672,129	)		-			-			-			(672,129	)
Foreign currency translation adjustment		-		-		-		-			-			941,353			507,440			1,448,793
Net loss for the period		-		-		-		-			(623,231	)		-			(351,939	)		(975,170	)
Balance at March 31, 2021		12,157,871	$	121,580	$	128,881,744	$	(3,520,769	)	$	(40,727,320	)	$	(31,118,798	)	$	7,442,774		$	61,079,211

A statement of the changes in equity for the three months ended December 31, 2020 is provided below:

					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, 2020		12,137,045	$	121,371	$	128,764,618	$	(1,920,645	)	$	(39,861,985	)	$	(33,210,231	)	$	6,640,531	$	60,533,659
Common stock issued for:
Services		10,413		105		58,563		-			-			-			-		58,668
Purchase of treasury shares		-		-		-		(927,995	)		-			-			-		(927,995	)
Foreign currency translation adjustment		-		-		-		-			-			1,150,080			483,826		1,633,906
Net income (loss) for the period		-		-		-		-			(242,104	)		-			162,916		(79,188	)
Balance at December 31, 2020		12,147,458	$	121,476	$	128,823,181	$	(2,848,640	)	$	(40,104,089	)	$	(32,060,151	)	$	7,287,273	$	61,219,050

A statement of the changes in equity for the three months ended September 30, 2020 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, 2020		12,122,149	$	121,222	$	128,677,754	$	(1,455,969	)	$	(34,269,817	)	$	(34,085,047	)	$	6,488,900		$	65,477,043
Cumulative effect adjustment (1)		-		-		-		-			(6,309,722	)					(474,578	)		(6,784,300	)
Subsidiary common stock issued for:
-Services		-		-		-		-			-			-			378			378
Common stock issued for:
Services		14,896		149		86,864		-			-			-			-			87,013
Purchase of treasury shares		-		-		-		(464,676	)		-			-			-			(464,676	)
Foreign currency translation adjustment		-		-		-		-			-			874,816			219,908			1,094,724
Net income for the period		-		-		-		-			717,554			-			405,923			1,123,477
Balance at September 30, 2020		12,137,045	$	121,371	$	128,764,618	$	(1,920,645	)	$	(39,861,985	)	$	(33,210,231	)	$	6,640,531		$	60,533,659

(1)	Cumulative effect adjustment relates to the adoption of Accounting Standard Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Refer to Note 2 – Accounting Policies for more information.

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

Page 6

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

A statement of the changes in equity for the three months ended March 31, 2020 is provided below:

					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, 2019		12,000,566	$	120,006	$	128,197,589	$	(1,455,969	)	$	(36,448,870	)	$	(30,456,632	)	$	6,890,123		$	66,846,247
Common stock issued for:
Services		38,131		381		176,509		-			-			-			-			176,890
Foreign currency
translation adjustment		-		-		-		-			-			(3,608,753	)		(996,856	)		(4,605,609	)
Net income for the period		-		-		-		-			1,000,807			-			468,286			1,469,093
Balance at March 31, 2020		12,038,697	$	120,387	$	128,374,098	$	(1,455,969	)	$	(35,448,063	)	$	(34,065,385	)	$	6,361,553		$	63,886,621

A statement of the changes in equity for the three months ended December 31, 2019 is provided below:

					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, 2019		11,972,109	$	119,721	$	128,052,079	$	(1,455,969	)	$	(37,034,845	)	$	(32,221,661	)	$	8,605,749		$	66,065,074
Common stock issued for:
Services		28,457		285		145,510		-			-			-			-			145,795
Dividend to non-controlling interest		-		-		-		-			-			-			(1,920,618	)		(1,920,618	)
Foreign currency translation adjustment		-		-		-		-			-			1,765,029			244,031			2,009,060
Net income (loss) for the period		-		-		-		-			585,975			-			(39,039	)		546,936
Balance at December 31, 2019		12,000,566	$	120,006	$	128,197,589	$	(1,455,969	)	$	(36,448,870	)	$	(30,456,632	)	$	6,890,123		$	66,846,247

A statement of the changes in equity for the three months ended September 30, 2019 is provided below:

					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, 2019		11,911,742	$	119,117	$	127,737,999		$	(1,455,969	)	$	(35,206,898	)	$	(33,125,006	)	$	8,414,987		$	66,484,230
Exercise of subsidiary common stock options		-		-		(28,097	)		-			-			-			39,718			11,621
Common stock issued for:
Services		60,367		604		342,177			-			-			-			-			342,781
Foreign currency translation adjustment		-		-		-			-			-			903,345			584,356			1,487,701
Net loss for the period		-		-		-			-			(1,827,947	)		-			(433,312	)		(2,261,259	)
Balance at September 30, 2019		11,972,109	$	119,721	$	128,052,079		$	(1,455,969	)	$	(37,034,845	)	$	(32,221,661	)	$	8,605,749		$	66,065,074

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

Page 7

NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months
	Ended March 31,
	2021			2020
Cash flows from operating activities:
Net income (loss)	$	69,119		$	(245,230	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		2,896,203			2,815,555
Provision for bad debts		(280,363	)		75,437
Share of net loss from investment under equity method		232,488			432,522
(Gain) loss on sale of assets		127,285			(368	)
Stock based compensation		239,333			565,287
Changes in operating assets and liabilities:
Accounts receivable		(777,953	)		(651,991	)
Accounts receivable - related party		-			1,979,232
Revenues in excess of billing		7,485,646			(1,394,184	)
Revenues in excess of billing - related party		-			106,592
Other current assets		(791,849	)		(824,068	)
Accounts payable and accrued expenses		(69,021	)		63,289
Unearned revenue		1,256,456			(2,510,954	)
Net cash provided by operating activities		10,387,344			411,119

Cash flows from investing activities:
Purchases of property and equipment		(2,109,058	)		(1,011,285	)
Sales of property and equipment		131,293			33,820
Convertible note receivable - related party		-			(600,000	)
Investment in associates		(155,500	)		-
Net cash used in investing activities		(2,133,265	)		(1,577,465	)

Cash flows from financing activities:
Proceeds from exercise of subsidiary options		-			11,621
Purchase of treasury stock		(2,064,800	)		-
Dividend paid by subsidiary to non-controlling interest		-			(1,920,618	)
Proceeds from bank loans		2,109,572			2,312,968
Payments on finance lease obligations and loans - net		(533,344	)		(422,051	)
Net cash used in financing activities		(488,572	)		(18,080	)
Effect of exchange rate changes		2,666,800			(438,610	)
Net increase (decrease) in cash and cash equivalents		10,432,307			(1,623,036	)
Cash and cash equivalents at beginning of the period		20,166,830			17,366,364
Cash and cash equivalents at end of period	$	30,599,137		$	15,743,328

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
	Ended March 31,
	2021		2020
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Interest	$	392,950	$	220,041
Taxes	$	468,628	$	1,112,179

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Assets acquired under finance lease	$	222,391	$	-
Drivemate shares acquired for services rendered	$	1,300,000	$	-
Assets recognized under operating lease	$	-	$	3,474,583

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

Page 9

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(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, 2020. 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”)

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 Technologies Thailand Limited (“NetSol Thai”)

OTOZ, Inc. (“OTOZ”)

OTOZ (Thailand) Limited (“OTOZ Thai”)

Page 10

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

For comparative purposes, prior year’s condensed consolidated financial statements have been reclassified to conform to report classifications of the current period. Below is the table of reclassified amounts:

	For the Three Months Ended				For the Nine Months ended
	March 31, 2020				March 31, 2020
	Originally reported		Reclassified		Originally reported		Reclassified

REVENUES
License fees	$	312,133	$	93,076	$	3,375,241	$	2,733,998
Subscription and support		4,934,635		5,153,692		14,291,959		14,864,804
Services		8,222,227		8,222,227		24,923,873		24,992,271
Services - related party		61,842		61,842		202,199		202,199
Total net revenues	$	13,530,837	$	13,530,837	$	42,793,272	$	42,793,272

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 ($76,220) in each bank and in the UK for GBP 85,000 ($116,438) in each bank. The Company maintains two bank accounts in China and six bank accounts in the UK. As of March 31, 2021, and June 30, 2020, the Company had uninsured deposits related to cash deposits in accounts maintained within foreign entities of approximately $28,713,152 and $18,210,378, 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.

Page 11

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

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.

The Company’s financial assets that were measured at fair value on a recurring basis as of March 31, 2021, were as follows:

	Level 1		Level 2		Level 3		Total Assets
Revenues in excess of billings - long term	$	-	$	-	$	946,184	$	946,184
Total	$	-	$	-	$	946,184	$	946,184

The Company’s financial assets that were measured at fair value on a recurring basis as of June 30, 2020, were as follows:

	Level 1		Level 2		Level 3		Total Assets
Revenues in excess of billing - long term	$	-	$	-	$	1,300,289	$	1,300,289
Total	$	-	$	-	$	1,300,289	$	1,300,289

The reconciliation from June 30, 2020 to March 31, 2021 is as follows:

	Revenues in excess of billings - long term			Fair value discount			Total
Balance at June 30, 2020	$	1,341,575		$	(41,286	)	$	1,300,289
Additions		1,023,634			(78,124	)		945,510
Amortization during the period		-			43,617			43,617
Transfers to short term		(1,341,575	)		-			(1,341,575	)
Effect of Translation Adjustment		(1,723	)		66			(1,657	)
Balance at March 31, 2021	$	1,021,911		$	(75,727	)	$	946,184

Page 12

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

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 Adopted by the Company:

In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. Under the new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted for interim or annual goodwill impairment test performed on testing dates after January 1, 2017. The Company adopted this standard on July 1, 2020 and the adoption did not have a material effect on our condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 introduced a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables, contract assets and held-to-maturity debt securities, which requires the Company to incorporate considerations of historical information, current information and reasonable and supportable forecasts. ASU 2016-13 also expands disclosure requirements.

The Company adopted the standard on July 1, 2020 using the modified retrospective approach. The adoption of ASU 2016-13 resulted in changes to the Company’s accounting policies for trade and other receivables, contract assets and convertible notes receivable. Based on the results of the Company’s evaluation, the adoption of ASU 2016-13 resulted in a one-time cumulative-effect adjustment through retained earnings of $6,784,300 to increase its allowance for credit losses related to the convertible notes receivable, interest receivable, accounts receivable, revenues in excess of billings, and other receivables.

The following table presents the impact of adopting ASC Topic 326 as of July 1, 2020:

	Adjustment
	to Adopt
Asset Classification	ASC Topic 326
Allowance for credit losses - accounts receivable	$	109,486
Allowance for credit losses - accounts receivable - related party		1,282,505
Allowance for credit losses - revenue in excess of billings - related party		8,163
Allowance for credit losses - convertible notes receivable - related party		4,250,000
Allowance for credit losses - other current assets		1,134,146
	$	6,784,300

Accounts receivable includes trade accounts receivables from the Company’s customers, net of an allowance for credit risk. Accounts receivable are recorded at the invoiced amount and do not bear interest. In establishing the required allowance, management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic trends and changes in customer payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Page 13

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

Revenue in excess of billings, relates to services performed which were not billed, net of an allowance for credit risk. As customers are billed under the terms of the contract, the corresponding amount is transferred to accounts receivable. In establishing the required allowance, management regularly reviews the composition of and analyzes customer credit worthiness, customer concentrations, current economic trends, changes in customer payment patterns, the project status and assesses individual unbilled contract assets over a specific aging and amount. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

The convertible notes receivable represents loans provided to WRLD3D. The allowance for credit risk for the convertible notes is established based on various quantitative and qualitative factors including customer credit worthiness, current economic trends and changes in payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

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 subscription revenue and post contract customer 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.

Page 14

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

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 maintenance and services in addition to the licenses. The Company’s single performance obligation arrangements are typically maintenance renewals, subscription renewals and services engagements.

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

Software Licenses

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

Subscription and Support

Subscription

Revenue from subscriptions 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.

Support

Revenue from support services and product updates, referred to as post contract customer 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, maintenance releases and patches released during the term of the support period on a when-and-if available basis. The Company’s customers purchase both product support and license updates when they acquire new software licenses. In addition, a majority of customers renew their support services contracts annually and typical payment terms provide that customers make payment within 30 days of invoice.

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, 2021

(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.

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

	For the Three Months				For the Nine Months
	Ended March 31,				Ended March 31,
	2021		2020		2021		2020
Core:
License	$	2,120,963	$	93,076	$	4,710,942	$	2,733,998
Subscription and support		5,674,776		5,153,692		16,571,441		14,864,804
Services		4,379,316		6,430,189		13,443,629		19,684,385
Services - related party		-		61,842		-		202,199
Total core revenue, net		12,175,055		11,738,799		34,726,012		37,485,386

Non-Core:
Services		1,608,941		1,792,038		4,826,822		5,307,886
Total non-core revenue, net		1,608,941		1,792,038		4,826,822		5,307,886

Total net revenue	$	13,783,996	$	13,530,837	$	39,552,834	$	42,793,272

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 customer 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 recognized 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, 2021

(Unaudited)

Revenue is recognized over time for the Company’s subscription, post contract customer 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.

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 (deferred 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 deferred 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 deferred revenue are as follows:

	As of		As of
	March 31, 2021		June 30, 2020

Revenues in excess of billings	$	10,748,231	$	18,506,733

Deferred Revenue	$	5,728,790	$	4,095,472

During the three and nine months ended March 31, 2021, the Company recognized revenue of $364,835 and $4,154,955, respectively, that was included in the deferred revenue balance at the beginning of the period. All other activity in deferred revenue is due to the timing of invoicing in relation to the timing of revenue recognition.

Page 17

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(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 $46,352,850 as of March 31, 2021, of which the Company estimates to recognize approximately $14,216,398 in revenue over the next 12 months and the remainder over an estimated 5 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.

Deferred 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 deferred 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. Below is a list of practical expedients applied by the Company:

●	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 fulfilment duties and collections efforts.

Page 18

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(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. Dilutive potential common shares include outstanding stock options and stock awards.

The components of basic and diluted earnings per share were as follows:

	For the three months ended March 31, 2021								For the nine months ended March 31, 2021
	Net Loss			Shares		Per Share			Net Loss			Shares		Per Share
Basic loss per share:
Net loss available to common shareholders	$	(623,231	)		11,343,406	$	(0.05	)	$	(147,781	)		11,571,878	$	(0.01	)
Effect of dilutive securities
Share grants		-			-		-			-			-		-
Diluted loss per share	$	(623,231	)		11,343,406	$	(0.05	)	$	(147,781	)		11,571,878	$	(0.01	)

	For the three months ended March 31, 2020						For the nine months ended March 31, 2020
	Net Income		Shares		Per Share		Net Loss			Shares		Per Share

Basic income (loss) per share:
Net income (loss) available to common shareholders	$	1,000,807		11,753,063	$	0.09	$	(241,165	)		11,713,827	$	(0.02	)
Effect of dilutive securities
Share grants		-		-		-		-			-		-
Diluted income (loss) per share	$	1,000,807		11,753,063	$	0.09	$	(241,165	)		11,713,827	$	(0.02	)

The following potential dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.

	For the Three Months				For the Nine Months
	Ended March 31,				Ended March 31,
	2021		2020		2021		2020

Share Grants		30,699		101,790		30,699		101,790
		30,699		101,790		30,699		101,790

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 and NetSol Thai use the Thai Baht; Australia uses the Australian dollar; and NetSol Beijing uses the Chinese Yuan as the functional currencies. NetSol Technologies, Inc., and its subsidiary, NTA, use the U.S. dollar as the functional currency. 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 $31,118,798 and $34,085,047 as of March 31, 2021 and June 30, 2020, respectively. During the three and nine months ended March 31, 2021, comprehensive income (loss) in the consolidated statements of comprehensive income (loss) included a translation gain attributable to NetSol of $941,353 and $2,966,249, respectively. During the three and nine months ended March 31, 2020, comprehensive income (loss) in the consolidated statements of comprehensive income (loss) included a translation loss attributable to NetSol of $3,608,753 and $940,379, respectively.

Page 19

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

NOTE 6 – MAJOR CUSTOMERS

During the nine months ended March 31, 2021, revenues from Daimler Financial Services (“DFS”) and BMW Financial (“BMW”) were $7,763,189 and $4,295,139, respectively representing 19.6% and 10.9%, respectively of revenues. During the nine months ended March 31, 2020, revenues from Daimler Financial Services (“DFS”) and BMW Financial (“BMW”) were $11,906,959 and $6,893,438, respectively representing 27.8% and 16.1%, respectively of revenues. The revenue from these customers are shown in the Asia – Pacific segment.

Accounts receivable from DFS and BMW at March 31, 2021, were $7,972,487 and $45,269, respectively. Accounts receivable at June 30, 2020, were $4,821,468 and $474,271, respectively. Revenues in excess of billings at March 31, 2021 were $1,014,268 and $1,620,158 for DFS and BMW, respectively. Revenues in excess of billings at June 30, 2020, were $5,709,226 and $6,977,375 for DFS and BMW, respectively. Included in this amount was $Nil and $1,300,289 shown as long term at March 31, 2021 and June 30, 2020, respectively.

NOTE 7 – CONVERTIBLE NOTES RECEIVABLE – RELATED PARTY

The Company has entered into multiple convertible note receivable agreements with WRLD3D. The convertible notes bear interest ranging from 5% to 10% with various maturity dates. The convertible notes have conversion features which allow the Company to convert the notes into shares of WRLD3D stock upon the occurrence of certain events. The Company has a security interest in all of WRLD3D’s personal property, inventory, equipment, general intangibles, financial assets, investment property, securities, deposit accounts and the proceeds thereof.

The following table summarizes the convertible notes receivable from WRLD3D.

						Convertible
Agreement	Interest			Maturity		Note			Accrued
Date	Rate			Date		Amount			Interest
May 25, 2017		5	%		March 2, 2018	$	750,000		$	110,202
February 9, 2018		10	%		March 31, 2019		2,500,000			500,773
April 1, 2019		10	%		March 31, 2020		600,000			57,648
August 19, 2019		10	%		March 31, 2020		400,000			32,439
							4,250,000			701,062
Less allowance for doubtful account							(4,250,000	)		(701,062	)
Net Balance						$	-		$	-

The Company has an accrued interest balance of $701,062 at March 31, 2021 and June 30, 2020, respectively, which is included in “Other current assets”. Starting July 1, 2020, the Company is not accruing interest.

Page 20

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

NOTE 8 - OTHER CURRENT ASSETS

Other current assets consisted of the following:

	As of		As of
	March 31, 2021		June 30, 2020

Prepaid Expenses	$	1,790,064	$	1,035,415
Advance Income Tax		369,327		355,482
Employee Advances		169,430		44,415
Security Deposits		276,913		270,403
Other Receivables		105,905		1,239,221
Other Assets		272,047		163,244
Total	$	2,983,686	$	3,108,180

NOTE 9 – REVENUES IN EXCESS OF BILLINGS – LONG TERM

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

	As of			As of
	March 31, 2021			June 30, 2020

Revenues in excess of billings - long term	$	1,021,911		$	1,341,575
Present value discount		(75,727	)		(41,286	)
Net Balance	$	946,184		$	1,300,289

Pursuant to revenue recognition for contract accounting, the Company had recorded revenues in excess of billings long-term for amounts billable after one year. During the three and nine months ended March 31, 2021, the Company accreted $2,331 and $44,157, respectively. During the three and nine months ended March 31, 2020, the Company accreted $13,940 and $41,621, respectively, which were recorded in interest income for those periods. The Company used the discounted cash flow method with interest rates ranging from 4.65% to 6.25% for the period ended March 31, 2021 and an interest rate of 4.35% for the period ended June 30, 2020.

Page 21

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

NOTE 10 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	As of			As of
	March 31, 2021			June 30, 2020

Office Furniture and Equipment	$	3,488,507		$	3,143,833
Computer Equipment		20,250,373			19,256,543
Assets Under Capital Leases		1,544,826			1,443,423
Building		6,401,979			5,848,813
Land		1,660,539			1,512,905
Capital Work In Progress		31,489			27,648
Autos		1,944,062			1,348,405
Improvements		36,456			36,929
Subtotal		35,358,231			32,618,499
Accumulated Depreciation		(22,455,889	)		(21,288,868	)
Property and Equipment, Net	$	12,902,342		$	11,329,631

For the three and nine months ended March 31, 2021, depreciation expense totaled $575,855 and $1,557,578, respectively. Of these amounts, $303,780 and $842,141, respectively, are reflected in cost of revenues. For the three and nine months ended March 31, 2020, depreciation expense totaled $479,350 and $1,429,463, respectively. Of these amounts, $273,315 and $805,562, respectively, are reflected in cost of revenues.

Following is a summary of fixed assets held under finance leases as of March 31, 2021 and June 30, 2020:

	As of			As of
	March 31, 2021			June 30, 2020
Computers and Other Equipment	$	364,183		$	328,621
Furniture and Fixtures		56,722			51,119
Vehicles		1,123,921			1,063,683
Total		1,544,826			1,443,423
Less: Accumulated Depreciation - Net		(803,250	)		(667,096	)
	$	741,576		$	776,327

Finance lease term and discount rate were as follows:

	As of
	March 31, 2021

Weighted average remaining lease term - Finance leases		0.79 Years

Weighted average discount rate - Finance leases		5.9	%

Page 22

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

NOTE 11 - LEASES

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

The Company treats a contract as a lease when the contract conveys the right to use a physically distinct asset for a period of time in exchange for consideration, or the Company directs the use of the asset and obtains substantially all the economic benefits of the asset. These leases are recorded as right-of-use (“ROU”) assets and lease obligation liabilities for leases with terms greater than 12 months. ROU assets represent the Company’s right to use an underlying asset for the entirety of the lease term. Lease liabilities represent the Company’s obligation to make payments over the life of the lease. A ROU asset and a lease liability are recognized at 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 used the incremental borrowing rate on July 1, 2019 for all leases that commenced prior to that date. For finance leases, the Company used the incremental borrowing rate implicit in the lease.

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:

	As of		As of
	March 31, 2021		June 30, 2020
Assets
Operating lease assets, net	$	1,637,125	$	2,360,129

Liabilities
Current
Operating	$	956,006	$	1,111,912
Non-current
Operating		761,653		1,339,965
Total Lease Liabilities	$	1,717,659	$	2,451,877

Page 23

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

The components of lease cost were as follows:

	For the Three Months						For the Nine Months
	Ended March 31,						Ended March 31,
	2021			2020			2021			2020

Amortization of finance lease assets	$	65,628		$	59,632		$	142,807		$	194,632
Interest on finance lease obligation		6,662			19,085			25,307			71,416
Operating lease cost		319,712			333,886			950,538			931,955
Short term lease cost		33,138			75,897			63,209			228,869
Sub lease income		(9,155	)		(8,514	)		(26,517	)		(25,227	)
Total lease cost	$	415,985		$	479,986		$	1,155,344		$	1,401,645

Lease term and discount rate were as follows:

	As of
	March 31, 2021

Weighted average remaining lease term - Operating leases		1.64 Years

Weighted average discount rate - Operating leases		5.6	%

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

	For the Nine Months
	Ended March 31
	2021		2020

Cash flows related to lease liabilities
Operating cash flows related to operating leases	$	856,135	$	905,076

Page 24

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

Maturities of operating lease liabilities were as follows as of March 31, 2021:

	Amount
Within year 1	$	1,022,176
Within year 2		634,186
Within year 3		130,701
Within year 4		21,450
Within year 5		862
Thereafter		2,802
Total Lease Payments		1,812,177
Less: Imputed interest		(94,518	)
Present Value of lease liabilities		1,717,659
Less: Current portion		(956,006	)
Non-Current portion	$	761,653

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 terminate by July 2021. All leases are considered operating leases. There are no rights to purchase the premises and no residual value guarantees. For the three and nine months ended March 31, 2021, the Company received lease income of $9,1558 and $26,517, respectively. For the three and nine months ended March 31, 2020, the Company received lease income of $8,514 and $25,227, respectively.

NOTE 12 – LONG TERM INVESTMENT

Drivemate

The Company and Drivemate Co., Ltd. (“Drivemate”) entered into a subscription agreement on April 25, 2019, (“Drivemate Agreement”) whereby the Company will purchase an equity interest of 30% in Drivemate. Per the Drivemate Agreement, the Company will purchase 5,469 preferred shares for $1,800,000 consisting of $500,000 cash and $1,300,000 in services. The Company has paid $437,500 in cash, provided services of $1,300,000 and has received 5,217 shares. The remaining $62,500 will be paid in increments based on the contract with the final payment due 24 months from the date of the Drivemate Agreement signing. As of March 31, 2021, the Company owns 21.47% 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 is to own 30% of Drivemate at the final payment date; therefore, the Company accounts for the investment using the equity method of accounting.

The Company did not perform any services during the three and nine months ended March 31, 2021. During the three and nine months ended March 31, 2020, the Company performed $355,051 and $862,767 of services, respectively.

Under the equity method of accounting, the Company recorded its share of net income of $Nil and $3,919 for the three and nine months ended March 31, 2021, respectively.

Under the equity method of accounting, the Company recorded its share of net loss of $5,667 and $16,915 for the three and nine months ended March 31, 2020, respectively.

Page 25

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

WRLD3D-Related Party

On March 2, 2017, the Company purchased a 4.9% interest in WRLD3D, a non-public company, for $1,111,111. The Company paid $555,556 at the initial closing and $555,555 on September 1, 2017. NetSol PK, the subsidiary of the Company, purchased a 12.2% investment in WRLD3D, for $2,777,778 which was earned by providing IT and enterprise software solutions.

NetSol PK has not provided services to WRLD3D for the three and nine months ended March 31, 2021, and has provided services of $61,842 and $202,199 for the three and nine months ended March 31, 2020, which is recorded as services-related party. Accounts receivable and revenue in excess of billing were $1,373,099 and $8,163 at June 30, 2020, respectively. Upon adoption of ASC 326, an allowance was established for the full amounts of these accounts. The net balances of accounts receivable and revenues in excess of billing were $Nil at March 31, 2021.

Under the equity method of accounting, the Company recorded its share of net loss of $80,953 and $236,407 for the three and nine months ended March 31, 2021 and the Company recorded its share of net loss of $72,835 and $415,607 for the three and nine months ended March 31, 2020, respectively.

The following table reflects the above investments at March 31, 2021.

	Drivemate			WRLD3D			Total
Gross investment	$	1,800,000		$	3,888,889		$	5,688,889
Cumulative net loss on investment		(15,839	)		(1,926,723	)		(1,942,562	)
Cumulative other comprehensive income (loss)		-			(550,347	)		(550,347	)
Net investment	$	1,784,161		$	1,411,819		$	3,195,980

NOTE 13 - INTANGIBLE ASSETS

Intangible assets consisted of the following:

	As of			As of
	March 31, 2021			June 30, 2020

Product Licenses - Cost	$	47,244,997		$	47,244,997
Effect of Translation Adjustment		(13,740,208	)		(16,045,322	)
Accumulated Amortization		(28,997,634	)		(25,808,598	)
Net Balance	$	4,507,155		$	5,391,077

(A) Product Licenses

Product licenses include internally developed original license issues, renewals, enhancements, copyrights, trademarks, and trade names. Product licenses are amortized on a straight-line basis over their respective lives, and the unamortized amount of $4,507,155 will be amortized over the next 2.5 years. Amortization expense for the three and nine months ended March 31, 2021 was $455,988 and $1,338,625, respectively. Amortization expense for the three and nine months ended March 31, 2020 was $464,322 and $1,386,092, respectively.

Page 26

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

(B) Future Amortization

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

Period ended:
March 31, 2022	$	1,899,819
March 31, 2023		1,899,819
March 31, 2024		707,517
	$	4,507,155

NOTE 14 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

	As of		As of
	March 31, 2021		June 30, 2020

Accounts Payable	$	1,172,727	$	1,351,158
Accrued Liabilities		4,103,183		3,349,624
Accrued Payroll & Taxes		363,660		537,888
Taxes Payable		385,540		303,996
Other Payable		131,672		138,171
Total	$	6,156,782	$	5,680,837

Page 27

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

NOTE 15 – DEBTS

Notes payable and finance leases consisted of the following:

			As of March 31, 2021
					Current		Long-Term
Name			Total		Maturities		Maturities

D&O Insurance	(1	)	$	160,222	$	160,222	$	-
Paycheck Protection Program Loans	(2	)		469,721		369,162		100,559
Bank Overdraft Facility	(3	)		-		-		-
Term Finance Facility	(4	)		2,036,103		1,322,065		714,038
Loan Payable Bank - Export Refinance	(5	)		3,265,839		3,265,839		-
Loan Payable Bank - Running Finance	(6	)		-		-		-
Loan Payable Bank - Export Refinance II	(7	)		2,482,037		2,482,037		-
Loan Payable Bank - Running Finance II	(8	)		-		-		-
Loan Payable Bank - Export Refinance III	(9	)		4,572,176		4,572,176		-
Term Finance Facility	(10	)		59,087		19,080		40,007
Insurance Financing	(11	)		71,245		71,245		-
				13,116,430		12,261,826		854,604
Subsidiary Finance Leases	(12	)		428,591		373,088		55,503
			$	13,545,021	$	12,634,914	$	910,107

			As of June 30, 2020
					Current		Long-Term
Name			Total		Maturities		Maturities

D&O Insurance	(1	)	$	81,728	$	81,728	$	-
Paycheck Protection Program Loans	(2	)		469,721		182,669		287,052
Bank Overdraft Facility	(3	)		-		-		-
Term Finance Facility	(4	)		1,380,878		354,337		1,026,541
Loan Payable Bank - Export Refinance	(5	)		2,975,482		2,975,482		-
Loan Payable Bank - Running Finance	(6	)		-		-		-
Loan Payable Bank - Export Refinance II	(7	)		2,261,365		2,261,365		-
Loan Payable Bank - Running Finance II	(8	)		-		-		-
Loan Payable Bank - Export Refinance III	(9	)		2,975,483		2,975,483		-
Term Finance Facility	(10	)		65,473		16,423		49,050
Insurance Financing	(11	)		-		-		-
				10,210,130		8,847,487		1,362,643
Subsidiary Finance Leases	(12	)		469,406		292,074		177,332
			$	10,679,536	$	9,139,561	$	1,539,975

(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 7.0% as of March 31, 2021 and June 30, 2020.

(2) The Company and its subsidiary, NTA, received Paycheck Protection Program loans of $469,721 introduced by the U.S. Government during the COVID-19 Pandemic. This loan is forgivable if the Company meets the criteria set by the U.S. Government. The loans carry an interest rate of 1% and have a maturity date of two years from the date of the disbursement of the loan. As of March 31, 2021, the Company has not applied for the loan forgiveness.

Page 28

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

(3) The Company’s subsidiary, NTE, has an overdraft facility with HSBC Bank plc whereby the bank would cover any overdrafts up to £300,000, or approximately $410,959. The annual interest rate was 5.12% as of March 31, 2021. The total outstanding balance as of March 31, 2021 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 31, 2021, NTE was in compliance with this covenant.

(4) 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 Pandemic COVID-19. This is a term loan payable in three years. The availed facility amount was Rs. 311,727,320 or $2,036,103, at March 31, 2021, of which $1,322,065 is shown as current and the remaining $714,038 is shown as long term. The availed facility amount was Rs. 232,042,664 or $1,380,878, at June 30, 2020, of which $354,337 is shown as current and the remaining $1,026,541 is shown as long term. The interest rate for the loan was 3% at March 31, 2021 and June 30, 2020.

(5) 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 $3,265,839 at March 31, 2021 and Rs. 500,000,000 or $2,975,482 at June 30, 2020. The interest rate for the loan was 3% at March 31, 2021 and June 30, 2020.

(6) 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. 75,000,000 or $489,876, at March 31, 2021. The balance outstanding at March 31, 2021 and June 30, 2020 was Rs. Nil. The interest rate for the loan was 9.59% and 7.2% at March 31, 2021 and June 30, 2020, respectively.

This facility requires NetSol PK to maintain a long-term debt equity ratio of 60:40 and the current ratio of 1:1. As of March 31, 2021, NetSol PK was in compliance with this covenant.

(7) The Company’s subsidiary, NetSol PK, has an export refinance facility with Samba Bank Limited, secured by NetSol PK’s assets. This is a revolving loan that matures every nine months. The total facility amount is Rs. 380,000,000 or $2,482,037 and Rs. 380,000,000 or $2,261,365 at March 31, 2021 and June 30, 2020, respectively. The interest rate for the loan was 3% at March 31, 2021 and June 30, 2020.

(8) The Company’s subsidiary, NetSol PK, has a running finance facility with Samba Bank Limited, secured by NetSol PK’s assets. The total facility amount is Rs. 120,000,000 or $783,801 and Rs. 120,000,000 or $714,116, at March 31, 2021 and June 30, 2020, respectively. The interest rate for the loan was 9.09% and 7.7% at March 31, 2021 and June 30, 2020, respectively. The balance outstanding at March 31, 2021 and June 30, 2020 was Rs. Nil.

During the tenure of 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 31, 2021, NetSol PK was in compliance with these covenants.

(9) 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 $5,878,511 and NetSol PK used Rs. 700,000,000 or $4,572,176 at March 31, 2021. The total facility amount is Rs. 900,000,000 or $5,355,868 and NetSol PK used Rs. 500,000,000 or $2,975,483 at June 30, 2020. The interest rate for the loan was 3% at March 31, 2021 and June 30, 2020.

(10) In March 2019, the Company’s subsidiary, VLS, entered into a loan agreement. The loan amount was £69,549, or $95,273, for a period of 5 years with monthly payments of £1,349, or $1,848. As of March 31, 2021, the subsidiary has used this facility up to $59,087, of which $40,007 was shown as long-term and $19,080 as current. The interest rate was 6.14% at March 31, 2021.

Page 29

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

(11) The Company’s subsidiary, VLS finances Directors’ and Officers’ (“D&O”) liability insurance, and recorded in current maturities. The interest rate on this financing was 4.5% as of March 31, 2021.

(12) The Company leases various fixed assets under finance lease arrangements expiring in various years through 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 31, 2021 and 2020.

Following is the aggregate minimum future lease payments under finance leases as of March 31, 2021:

	Amount
Minimum Lease Payments
Within year 1	$	382,384
Within year 2		31,336
Within year 3		27,949
Total Minimum Lease Payments		441,669
Interest Expense relating to future periods		(13,078	)
Present Value of minimum lease payments		428,591
Less: Current portion		(373,088	)
Non-Current portion	$	55,503

NOTE 16 - STOCKHOLDERS’ EQUITY

During the three and nine months ended March 31, 2021, the Company issued 3,020 and 9,060 shares of common stock for services rendered by officers of the Company. These shares were valued at the fair market value of $17,068 and $51,204, respectively.

During the three and nine months ended March 31, 2021, the Company issued nil and 1,983 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 $Nil and $11,997, respectively.

During the three and nine months ended March 31, 2021, the Company issued 7,393 and 24,679 shares of its common stock to employees pursuant to the terms of their employment agreements valued at $41,599 and $141,147, respectively.

NOTE 17 - INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN

The following table summarizes stock grants awarded as compensation:

	# of shares			Weighted Average Grant Date Fair Value ($)
Unvested, June 30, 2020		66,421		$	5.88
Vested		(35,722	)	$	5.72
Unvested, March 31, 2021		30,699		$	5.79

For the three and nine months ended March 31, 2021, the Company recorded compensation expense of $74,169 and $239,333, respectively. For the three and nine months ended March 31, 2020, the Company recorded compensation expense of $236,702 and $565,287, respectively. The compensation expense related to the unvested stock grants as of March 31, 2021 was $134,276 which will be recognized during the fiscal years 2021 through 2022.

Page 30

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

NOTE 18 – CONTINGENCIES

From time to time, the Company is subject to legal proceedings, claims, and litigation arising in 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 incurred and (ii) the amount of the loss can be reasonably estimated, the Company records 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 accruals 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.

NOTE 19 – 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 31, 2021 and June 30, 2020:

	As of		As of
	March 31, 2021		June 30, 2020
Identifiable assets:
Corporate headquarters	$	2,262,773	$	4,508,724
North America		5,798,737		5,949,653
Europe		10,928,592		10,856,814
Asia - Pacific		69,325,685		67,157,898
Consolidated	$	88,315,787	$	88,473,089

The following table presents a summary of investment under equity method as of March 31, 2021 and June 30, 2020:

	As of		As of
	March 31, 2021		June 30, 2020
Investment in associates under equity method:
Corporate headquarters	$	401,307	$	473,692
Asia - Pacific		2,794,673		1,914,000
Consolidated	$	3,195,980	$	2,387,692

Page 31

NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

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

	For the Three Months					For the Nine Months
	Ended March 31,					Ended March 31,
	2021			2020		2021			2020
Revenues from unaffiliated customers:
North America	$	1,008,011		$	1,210,187	$	2,837,445		$	3,464,705
Europe		2,748,945			2,791,238		8,627,042			8,225,906
Asia - Pacific		10,027,040			9,467,570		28,088,347			30,900,462
		13,783,996			13,468,995		39,552,834			42,591,073
Revenue from affiliated customers
Asia - Pacific		-			61,842		-			202,199
		-			61,842		-			202,199
Consolidated	$	13,783,996		$	13,530,837	$	39,552,834		$	42,793,272

Intercompany revenue
Europe	$	160,970		$	143,814	$	426,883		$	455,040
Asia - Pacific		3,810,340			2,048,652		9,094,697			5,618,855
Eliminated	$	3,971,310		$	2,192,466	$	9,521,580		$	6,073,895

Net income (loss) after taxes and before non-controlling interest:
Corporate headquarters	$	(804,636	)	$	240,294	$	1,536,305		$	(1,003,798	)
North America		57,460			134,390		(271,356	)		230,738
Europe		(474,629	)		122,974		301,472			927,717
Asia - Pacific		246,635			971,435		(1,497,302	)		(399,887	)
Consolidated	$	(975,170	)	$	1,469,093	$	69,119		$	(245,230	)

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

	For the Nine Months
	Ended March 31,
	2021		2020
Capital expenditures:
North America	$	1,520	$	2,404
Europe		388,367		487,693
Asia - Pacific		1,719,171		521,188
Consolidated	$	2,109,058	$	1,011,285

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NETSOL TECHNOLOGIES, INC.

Notes to Condensed Consolidated Financial Statements

March 31, 2021

(Unaudited)

NOTE 20 – 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:

SUBSIDIARY	Non-Controlling Interest %			Non-Controlling Interest at March 31, 2021

NetSol PK		33.88	%	$	7,322,241
NetSol-Innovation		33.88	%		137,985
NetSol Thai		0.006	%		(196	)
OTOZ Thai		0.006	%		(48	)
OTOZ		5.00	%		(17,208	)
Total				$	7,442,774

SUBSIDIARY	Non-Controlling Interest %			Non-Controlling Interest at June 30, 2020

NetSol PK		33.88	%	$	6,361,747
NetSol-Innovation		33.88	%		128,514
NetSol Thai		0.006	%		(39	)
OTOZ Thai		0.006	%		4
OTOZ		5.00	%		(1,326	)
Total				$	6,488,900

NOTE 21 – 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 months ended March 31, 2021, the Company recorded an income tax provision of $133,156 and $642,884, respectively, resulting in an effective tax rate of (15.8%) and 90.3%, respectively. During the three and nine months ended March 31, 2020, the Company recorded an income tax provision of $218,351 and $1,067,099, respectively, resulting in an effective tax rate of 12.9% and 129.8%, respectively.

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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 nine months ended March 31, 2021. 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, 2020, 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 http://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 http:// netsoltech.com/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.

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.

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

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

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

●	North America	Los Angeles Area
●	Europe	London Metropolitan area
●	Asia Pacific	Lahore, Karachi, Bangkok, Beijing, Shanghai, Jakarta and Sydney

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

NFS Ascent^®

NFS Ascent^®, the Company’s next generation platform, offers a technologically advanced solution for the auto and equipment finance and leasing industry. NFS Ascent’s^® architecture and user interfaces were designed based on the Company’s collective experience with global Fortune 500 companies over the past 40 years combined with 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. At the core of the NFS Ascent^® platform, is a lease accounting and contract processing engine, which allows for an array of interest calculation methods, as well as robust accounting of multi-billion-dollar lease portfolios 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^®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. Pricing models for NFS Ascent^®are also available on a software as a service (“SaaS”) or subscription-based pricing as an alternative to the traditional license model. Subscription-based pricing is being offered on a monthly, quarterly or annual basis and decreases the cost of the initial buy-in for new customers while providing an alternative to current customers seeking lower software usage and maintenance costs.

NFS Digital

NFS Digital enables a sales force for a finance and leasing company to access different channels like point of sale, field investigation and auditing as well as allowing end customers to access their contract details through a self-service mobile application.

Otoz Mobility Orchestration System

Otoz is a digital platform that helps automotive asset-holders (auto-manufacturers, auto-captives and fleet owners) and start-ups to launch, orchestrate and scale mobility businesses. Otoz platform is built on cutting-edge technology stack which comprises of Cloud-Native Architecture, Microservices, Artificial Intelligence, Machine Learning, Blockchain, DevOps and APIs. Otoz powerful feature-set allows automotive asset-holders with the ability to orchestrate a range of car-share and vehicle subscription services. The data-driven nature of platform empowers automotive asset-holders to maximize optimize and utilize mobility offerings. Otoz enables customers to book car-share and subscribe to vehicles through its intuitive, digital, and easy to use interface. An API driven architecture allows quick integration of ecosystem partners such as maintenance, roadside and offline jobs providers to allow seamless operation of mobility services.

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LeasePak

In North America, NTA has and continues to develop the LeasePak CMS product which is now tailored to be an offering on the Microsoft Azure™ cloud. LeasePak streamlines the lease and loan management lifecycle, enabling superior portfolio management, flexible financial products (lease or loan terms) and sophisticated financial analysis and management to reduce operating costs, simplify accounting and improve profits. It is scalable from a basic offering to a collection of highly specialized add on modules for systems, portfolios and accounting methods for virtually all sizes and complexity of operations. It is the centerpiece of vehicle leasing infrastructure at leading Fortune 500 banks and Automotive Captives, as well as for some of the industry’s leading independent lessors. It handles every aspect of the lease or loan lifecycle, including credit application origination, credit adjudication, pricing, documentation, booking, payments, customer service, collections, midterm adjustments, and end-of-term options for asset disposition and remarketing.

LeasePak-SaaS

NTA also offers the LeasePak SaaS business line, which provides high performance with a reduced total cost of ownership. SaaS offers a proven deployment option whereby customers only require access to the internet to use the software. With an elastic cloud price, revenue stream predictability and improved return on investment for customers, management believes that its SaaS customers will experience the performance, the reliability and the speed usually associated with a highly scalable private cloud. LeasePak-SaaS targets small and mid-sized leasing and finance companies.

LeaseSoft

In addition to offering NFS Ascent^® to the European market, NTE has some regional offerings, including LeaseSoft and LoanSoft. LeaseSoft is a full lifecycle lease and finance system aimed predominantly at the UK funder market, including modules to support web portals and an electronic data interchange manager to facilitate integration between funders and introducers. LoanSoft is similar to LeaseSoft, but optimized for the consumer loan market.

Highlights

Listed below are a few of NetSol’s highlights for the quarter ended March 31, 2021:

	●	The leasing division of a mid-sized regional bank in the U.S. went live with the SaaS version of our LeasePak solution.
	●	We generated over $1,000,000 of revenue by successfully implementing change requests from various customers across multiple regions.
	●	We started the NFS Ascent® Retail implementation process for the subsidiary of a leading German Auto Manufacturer based in South Korea.
	●	We generated approximately $2,100,000 of license revenue with the renewal of our NFS CAP and CMS solutions with an existing customer in Thailand.

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Management has identified the following material trends affecting NetSol.

Positive trends:

	●	NFS Ascent^® SaaS offering is gaining traction in mid-size auto captives in the North American and European markets.
	●	Mobility and digital transformation are the new norm showing acceleration in every sector particularly in auto and banking.
	●	On Cloud demand for our solution is on the rise.
	●	COVID-19 has created new dynamics for businesses and corporations with employees and executives working from home. Essentially, the decreased office and maintenance costs, as well as the sharply reduced travel expenses, should positively impact our financials.
	●	COVID-19 is creating new opportunities for our R&D teams to expand and monetize mobile and digital solutions in our space and complementary sectors.
	●	In developing markets, new interests are emerging from existing clients for upgrades and mobility platforms.
	●	Growing opportunities and dynamics of shared car ownership either through ride hailing and car sharing encouraging our innovation and development tools.
	●	OTOZ platform is showing positive trajectory of interest from existing and new auto leasing and Tier 1 companies in all of our markets, including China, the US and Europe.
	●	Improved stability in U.S. and Pakistan relationship boosting confidence and trade relations.
	●	The China Pakistan Economic Corridor (CPEC), a Chinese investment initiative, has exceeded $62 billion investment from the originally planned $46 billion on Pakistan energy and infrastructure sectors.
	●	China auto sector remains strong as our customers are constantly demanding ‘Change Requests’ or additional services and reflects resilience.
	●	Car dealerships in the U.S. reported record profits in 2020 even with reduced staff and a national recession.

Negative trends:

	●	The degree to which the COVID-19 pandemic impacts our future business globally, results of operations and financial condition will depend on future developments, which are uncertain, including but not limited to the duration, spread and severity of the pandemic, the availability, adoption and efficacy of vaccines, government responses and other actions to mitigate the spread of and to treat COVID-19, and when and to what extent normal business, economic and social activity and conditions resume.
	●	We are unable to predict the extent to which the pandemic impacts our customers and other partners and their financial conditions, but adverse effects on these parties could also adversely affect us.
	●	Most OEMs and auto sectors are experiencing a major slowdown due to lockdowns and health concerns.
	●	The C-level decision making to acquire new systems or even upgrade will be elongated due to uncertainty of the COVID-19 virus.
	●	Due to travel restrictions caused by COVID-19, it is increasingly difficult to conduct face to face meetings for global clients and new prospects removing the personal connection essential to some decision making.
	●	The COVID-19 pandemic has adversely affected live industry conferences and events, such as those held by the Equipment Leasing and Finance Association (ELFA), reducing leads and market exposure.
	●	Working from the office poses its own risk of virus spread until it vanishes completely.
	●	Political actions, including trade protection and national security policies of the U.S. and Chinese governments, such as tariffs or bans could in the future limit or prevent companies from transacting business with China and aggravate the global business environment.

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CHANGES IN FINANCIAL CONDITION

Quarter Ended March 31, 2021 Compared to the Quarter Ended March 31, 2020

The following table sets forth the items in our unaudited condensed consolidated statement of operations for the three months ended March 31, 2021 and 2020 as a percentage of revenues.

	For the Three Months
	Ended March 31,
	2021			%			2020			%
Net Revenues:
License fees	$	2,120,963			15.4	%	$	93,076			0.7	%
Subscription and support		5,674,776			41.2	%		5,153,692			38.1	%
Services		5,988,257			43.4	%		8,222,227			60.8	%
Services - related party		—			0.0	%		61,842			0.5	%
Total net revenues		13,783,996			100.0	%		13,530,837			100.0	%

Cost of revenues:
Salaries and consultants		5,372,302			39.0	%		4,850,438			35.8	%
Travel		151,075			1.1	%		1,052,033			7.8	%
Depreciation and amortization		759,768			5.5	%		737,637			5.5	%
Other		1,075,403			7.8	%		868,491			6.4	%
Total cost of revenues		7,358,548			53.4	%		7,508,599			55.5	%

Gross profit		6,425,448			46.6	%		6,022,238			44.5	%
Operating expenses:
Selling and marketing		1,595,967			11.6	%		1,587,821			11.7	%
Depreciation and amortization		272,075			2.0	%		206,035			1.5	%
General and administrative		3,860,509			28.0	%		4,151,394			30.7	%
Research and development cost		234,678			1.7	%		453,050			3.3	%
Total operating expenses		5,963,229			43.3	%		6,398,300			47.3	%

Income (loss) from operations		462,219			3.4	%		(376,062	)		-2.8	%
Other income and (expenses)
Gain (loss) on sale of assets		(53,012	)		-0.4	%		129			0.0	%
Interest expense		(98,656	)		-0.7	%		(94,395	)		-0.7	%
Interest income		231,979			1.7	%		448,368			3.3	%
Gain (loss) on foreign currency exchange transactions		(1,825,349	)		-13.2	%		1,770,894			13.1	%
Share of net loss from equity investment		(80,953	)		-0.6	%		(78,502	)		-0.6	%
Other income		521,758			3.8	%		17,012			0.1	%
Total other income (expenses)		(1,304,233	)		-9.5	%		2,063,506			15.3	%

Net income (loss) before income taxes		(842,014	)		-6.1	%		1,687,444			12.5	%
Income tax provision		(133,156	)		-1.0	%		(218,351	)		-1.6	%
Net income (loss)		(975,170	)		-7.1	%		1,469,093			10.9	%
Non-controlling interest		351,939			2.6	%		(468,286	)		-3.5	%
Net income (loss) attributable to NetSol	$	(623,231	)		-4.5	%	$	1,000,807			7.4	%

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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 19 “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
	2021		%			2020			%			Currency		Fluctuation			Reported

Net Revenues:	$	13,783,996		100.0	%	$	13,530,837			100.0	%	$	63,380	$	189,779		$	253,159

Cost of revenues:		7,358,548		53.4	%		7,508,599			55.5	%		168,812		(18,761	)		150,051

Gross profit		6,425,448		46.6	%		6,022,238			44.5	%		232,192		171,018			403,210

Operating expenses:		5,963,229		43.3	%		6,398,300			47.3	%		456,508		(21,437	)		435,071

Income (loss) from operations	$	462,219		3.4	%	$	(376,062	)		-2.8	%	$	688,700	$	149,581		$	838,281

Net revenues for the quarter ended March 31, 2021 and 2020 are broken out among the segments as follows:

	2021					2020
	Revenue		%			Revenue		%

North America	$	1,008,011		7.3	%	$	1,210,187		8.9	%
Europe		2,748,945		19.9	%		2,791,238		20.6	%
Asia-Pacific		10,027,040		72.7	%		9,529,412		70.4	%
Total	$	13,783,996		100.0	%	$	13,530,837		100.0	%

Revenues

License fees

License fees for the three months ended March 31, 2021 were $2,120,963 compared to $93,076 for the three months ended March 31, 2020 reflecting an increase of $2,027,887 with a change in constant currency of $1,958,142. During the three months ended March 31, 2021, we recognized approximately $2,100,000 related to a license agreement with an existing tier one finance company in Thailand for out CAP and CMS solutions.

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Subscription and support

Subscription and support fees for the three months ended March 31, 2021 were $5,674,776 compared to $5,153,692 for the three months ended March 31, 2020 reflecting an increase of $521,084 with a change in constant currency of $462,578. 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 31, 2021 was $5,988,257 compared to $8,222,227 for the three months ended March 31, 2020 reflecting a decrease of $2,233,970 with a decrease in constant currency of $2,295,498. The decrease in services revenue is due to the decrease in implementation revenue associated with customers who have gone live with our products. Services revenue is derived from services provided to both current customers as well as services provided to new customers as part of the implementation process.

Services – related party

Services income from related party for the three months ended March 31, 2021 was $Nil compared to $61,842 for the three months ended March 31, 2020 reflecting a decrease of $61,842 with a change in constant currency of $61,842. The decrease in related party service revenue is due to a decrease in service revenue related to services performed for WRLD3D.

Gross Profit

The gross profit was $6,425,448, for the three months ended March 31, 2021 compared with $6,022,238 for the three months ended March 31, 2020. This is an increase of $403,210 with a change in constant currency of $232,192. The gross profit percentage for the three months ended March 31, 2021 also increased to 46.6% from 44.5% for the three months ended March 31, 2020. The cost of sales was $7,358,548 for the three months ended March 31, 2021 compared to $7,508,599 for the three months ended March 31, 2020 for a decrease of $150,051 and on a constant currency basis a decrease of $168,812. As a percentage of sales, cost of sales decreased from 55.5% for the three months ended March 31, 2020 to 53.4% for the three months ended March 31, 2021.

Salaries and consultant fees increased by $521,864 from $4,850,438 for the three months ended March 31, 2020 to $5,372,302 for the three months ended March 31, 2021 and on a constant currency basis increased $507,676. The increase is due to annual salary raises and the hiring of additional personnel to fulfill delivery requirements. As a percentage of sales, salaries and consultant expense increased from 35.9% for the three months ended March 31, 2020 to 39.0% for the three months ended March 31, 2021.

Travel expense was $151,075 for the three months ended March 31, 2021 compared to $1,052,033 for the three months ended March 31, 2020 for a decrease of $900,958 with a decrease in constant currency of $910,293. The decrease in travel expense is due to the travel restrictions associated with the COVID-19 pandemic.

Depreciation and amortization expense increased to $759,768 compared to $737,637 for the three months ended March 31, 2020 or an increase of $22,131 and on a constant currency basis an increase of $35,712.

Operating Expenses

Operating expenses were $5,963,229 for the three months ended March 31, 2021 compared to $6,398,300, for the three months ended March 31, 2020 for a decrease of 6.8% or $435,071 and on a constant currency basis a decrease of 7.1% or $456,508. As a percentage of sales, it decreased from 47.3% to 43.3%. The decrease in operating expenses was primarily due to decreases in the general administrative expenses and research and development costs.

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General and administrative expenses were $3,860,509 for the three months ended March 31, 2021 compared to $4,151,394 for the three months ended March 31, 2020 or a decrease of $290,885 or 7.0% and on a constant currency basis a decrease of $282,262 or 6.8%. The decrease is primarily due to a reduction of approximately $200,000 related to the decrease in the provision for doubtful accounts and approximately $175,000 related to reduced travel expenses, offset by approximately $68,000 increase in salaries. Research and Development costs decreased $218,372 from $453,050 for the three months ended March 31, 2020 to $234,678 for the three months ended March 31, 2021 and on a constant currency basis decreased $216,814.

Income/Loss from Operations

Income from operations was $462,219 for the three months ended March 31, 2021 compared to a loss of $376,062 for the three months ended March 31, 2020. This represents an increase of $838,281 with an increase of $688,700 on a constant currency basis for the three months ended March 31, 2021 compared with the three months ended March 31, 2020. As a percentage of sales, income from operations was 3.4% for the three months ended March 31, 2021 compared to loss of 2.8% for the three months ended March 31, 2020.

Other Income and Expense

Other expense was $1,304,233 for the three months ended March 31, 2021 compared to other income of $2,063,506 for the three months ended March 31, 2020. This represents a decrease of $3,367,739 with a decrease of $3,453,699 on a constant currency basis. The decrease is primarily due to the interest income and foreign currency exchange transactions. We did not accrue any interest income on the convertible notes receivable for the three months ended March 31, 2021 compared to $96,217 for the three months ended March 31, 2020. The majority of the contracts with NetSol PK are either in U.S. dollars or Euros; therefore, the currency fluctuations will lead to foreign currency exchange gains or losses depending on the value of the PKR compared to the U.S. dollar and the Euro. During the three months ended March 31, 2021, we recognized a loss of $1,825,349 in foreign currency exchange transactions compared to a gain of $1,770,894 for the three months ended March 31, 2020. During the three months ended March 31, 2021, the value of the U.S. dollar and the Euro decreased 4.5% and 8.7%, respectively, compared to the PKR. During the three months ended March 31, 2020, the value of the U.S. dollar and the Euro increased 7.4% and 5.4%, respectively, compared to the PKR.

Non-controlling Interest

For the three months ended March 31, 2021, the net loss attributable to non-controlling interest was $351,939, compared to income of $468,286 for the three months ended March 31, 2020. The decrease in non-controlling interest is primarily due to the increase in the net loss of NetSol PK.

Net Income / Loss attributable to NetSol

Our net loss was $623,231 for the three months ended March 31, 2021 compared to net income of $1,000,807 for the three months ended March 31, 2020. This is a decrease of $1,624,038 with a decrease of $1,850,389 on a constant currency basis, compared to the prior year. For the three months ended March 31, 2021, the net loss per share was $0.05 for basic and diluted shares compared to net income per share of $0.09 for basic and diluted shares for the three months ended March 31, 2020.

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Nine Months Ended March 31, 2021 Compared to the Nine Months Ended March 31, 2020

The following table sets forth the items in our unaudited condensed consolidated statement of operations for the nine months ended March 31, 2021 and 2020 as a percentage of revenues.

	For the Nine Months
	Ended March 31,
	2021			%			2020			%
Net Revenues:
License fees	$	4,710,942			11.9	%	$	2,733,998			6.4	%
Subscription and support		16,571,441			41.9	%		14,864,804			34.7	%
Services		18,270,451			46.2	%		24,992,271			58.4	%
Services - related party		-			0.0	%		202,199			0.5	%
Total net revenues		39,552,834			100.0	%		42,793,272			100.0	%

Cost of revenues:
Salaries and consultants		15,193,613			38.4	%		13,931,274			32.6	%
Travel		414,001			1.0	%		3,967,591			9.3	%
Depreciation and amortization		2,180,766			5.5	%		2,191,654			5.1	%
Other		2,915,122			7.4	%		2,767,927			6.5	%
Total cost of revenues		20,703,502			52.3	%		22,858,446			53.4	%

Gross profit		18,849,332			47.7	%		19,934,826			46.6	%
Operating expenses:
Selling and marketing		4,763,598			12.0	%		5,189,785			12.1	%
Depreciation and amortization		715,437			1.8	%		623,901			1.5	%
General and administrative		11,353,933			28.7	%		12,638,797			29.5	%
Research and development cost		431,086			1.1	%		1,580,625			3.7	%
Total operating expenses		17,264,054			43.6	%		20,033,108			46.8	%

Income (loss) from operations		1,585,278			4.0	%		(98,282	)		-0.2	%
Other income and (expenses)
Gain (loss) on sale of assets		(127,285	)		-0.3	%		368			0.0	%
Interest expense		(296,224	)		-0.7	%		(246,064	)		-0.6	%
Interest income		643,654			1.6	%		1,283,279			3.0	%
Gain (loss) on foreign currency exchange transactions		(1,515,327	)		-3.8	%		71,765			0.2	%
Share of net loss from equity investment		(232,488	)		-0.6	%		(432,522	)		-1.0	%
Other income		654,395			1.7	%		243,325			0.6	%
Total other income (expenses)		(873,275	)		-2.2	%		920,151			2.2	%

Net income (loss) before income taxes		712,003			1.8	%		821,869			1.9	%
Income tax provision		(642,884	)		-1.6	%		(1,067,099	)		-2.5	%
Net income (loss)		69,119			0.2	%		(245,230	)		-0.6	%
Non-controlling interest		(216,900	)		-0.5	%		4,065			0.0	%
Net income (loss) attributable to NetSol	$	(147,781	)		-0.4	%	$	(241,165	)		-0.6	%

Page 42

												Favorable			Favorable			Total
												(Unfavorable)			(Unfavorable)			Favorable
	For the Nine Months											Change in			Change due to			(Unfavorable)
	Ended March 31,											Constant			Currency			Change as
	2021		%			2020			%			Currency			Fluctuation			Reported

Net Revenues:	$	39,552,834		100.0	%	$	42,793,272			100.0	%	$	(3,081,041	)	$	(159,397	)	$	(3,240,438	)

Cost of revenues:		20,703,502		52.3	%		22,858,446			53.4	%		1,861,221			293,723			2,154,944

Gross profit		18,849,332		47.7	%		19,934,826			46.6	%		(1,219,820	)		134,326			(1,085,494	)

Operating expenses:		17,264,054		43.6	%		20,033,108			46.8	%		2,541,918			227,136			2,769,054

Income (loss) from operations	$	1,585,278		4.0	%	$	(98,282	)		-0.2	%	$	1,322,098		$	361,462		$	1,683,560

Net revenues for the nine months ended March 31, 2021 and 2020 are broken out among the segments as follows:

	2021					2020
	Revenue		%				Revenue		%

North America	$	2,837,445		7.2	%		$	3,464,705		8.1	%
Europe		8,627,042		21.8	%			8,225,906		19.2	%
Asia-Pacific		28,088,347		71.0	%			31,102,661		72.7	%
Total	$	39,552,834		100.0	%		$	42,793,272		100.0	%

Revenues

License fees

License fees for the nine months ended March 31, 2021 were $4,710,942 compared to $2,733,998 for the nine months ended March 31, 2020 reflecting an increase of $1,976,944 with a change in constant currency of $1,760,804. During the nine months ended March 31, 2021, we recognized approximately $2,410,000 related to a new agreement with an existing tier one finance company in China to upgrade to our NFS Ascent^®Retail and Wholesale platforms and approximately $2,100,000 related to an agreement with an existing tier one finance company in Thailand. During the nine months ended March 31, 2020, we recognized approximately $2,455,000 related to the DFS contract.

Page 43

Subscription and support

Subscription and support fees for the nine months ended March 31, 2021 were $16,571,441 compared to $14,864,804 for the nine months ended March 31, 2020 reflecting an increase of $1,706,637 with a change in constant currency of $1,798,851. The increase in subscription and support fees is due to going live with several markets related to the DFS contract and going live with the BMW contract. 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 months ended March 31, 2021 was $18,270,451 compared to $24,992,271 for the nine months ended March 31, 2020 reflecting a decrease of $6,721,820 with a decrease in constant currency of $6,438,497. The decrease in services revenue is due to the decrease in implementation revenue associated with customers who have gone live with our products. Services revenue is derived from services provided to both current customers as well as services provided to new customers as part of the implementation process.

Services – related party

Services income from related party for the nine months ended March 31, 2021 was $Nil compared to $202,199 for the nine months ended March 31, 2020 reflecting a decrease of $202,199 with a change in constant currency of $202,199. The decrease in related party service revenue is due to a decrease in service revenue related to services performed for WRLD3D.

Gross Profit

The gross profit was $18,849,332, for the nine months ended March 31, 2021 compared with $19,934,826 for the nine months ended March 31, 2020. This is a decrease of $1,085,494 with a change in constant currency of $1,219,820. The gross profit percentage for the nine months ended March 31, 2021 increased to 47.7% from 46.6% for the nine months ended March 31, 2020. The cost of sales was $20,703,502 for the nine months ended March 31, 2021 compared to $22,858,446 for the nine months ended March 31, 2020 for a decrease of $2,154,944 and on a constant currency basis a decrease of $1,861,221. As a percentage of sales, cost of sales decreased from 53.4% for the nine months ended March 31, 2020 to 52.3% for the nine months ended March 31, 2021.

Salaries and consultant fees increased by $1,262,339 from $13,931,274 for the nine months ended March 31, 2020 to $15,193,613 for the nine months ended March 31, 2021 and on a constant currency basis increased $1,469,590. The increase is due to annual salary raises and the hiring of additional personnel to fulfill delivery requirements. As a percentage of sales, salaries and consultant expense increased from 32.6% for the nine months ended March 31, 2020 to 38.4% for the nine months ended March 31, 2021.

Travel expense was $414,001 for the nine months ended March 31, 2021 compared to $3,967,591 for the nine months ended March 31, 2020 for a decrease of $3,553,590 with a decrease in constant currency of $3,571,101. The decrease in travel expense is due to the travel restrictions associated with the COVID-19 pandemic.

Depreciation and amortization expense decreased to $2,180,766 compared to $2,191,654 for the nine months ended March 31, 2020 or a decrease of $10,888 and on a constant currency basis an increase of $65,186.

Operating Expenses

Operating expenses were $17,264,054 for the nine months ended March 31, 2021 compared to $20,033,108, for the nine months ended March 31, 2020 for a decrease of 13.8% or $2,769,054 and on a constant currency basis a decrease of 12.7% or $2,541,918. As a percentage of sales, it decreased from 46.8% to 43.7%. The decrease in operating expenses was primarily due to decreases in selling and marketing expenses, professional services, research and development and general and administrative expenses.

Selling and marketing expenses decreased $426,187 or 8.2% and on a constant currency basis decreased $399,596 or 7.7%. The decrease in selling and marketing expenses based on constant currency is due to a decrease in travel expenses and business development costs to market and sell NFS Ascent^® globally.

Page 44

General and administrative expenses were $11,353,933 for the nine months ended March 31, 2021 compared to $12,638,797 for the nine months ended March 31, 2020 for a decrease of $1,284,864 or 10.1% and on a constant currency basis a decrease of $1,081,337 or 8.6%. The decrease is primarily due to a reduction of approximately $320,000 related to a withholding tax on dividends paid by NetSol PK, approximately $351,000 of reduced travel expenses, approximately $92,000 of reduced professional services, approximately $302,000 related to the decrease in the provision for doubtful accounts and approximately $104,000 reduction in rent expense offset by an increase in salaries of approximately $113,000.

Income/Loss from Operations

Income from operations was $1,585,278 for the nine months ended March 31, 2021 compared to a loss of $98,282 for the nine months ended March 31, 2020. This represents an increase of $1,683,560 with an increase of $1,322,098 on a constant currency basis for the nine months ended March 31, 2021 compared with the nine months ended March 31, 2020. As a percentage of sales, income from operations was 4.0% for the nine months ended March 31, 2021 compared to a loss of 0.2% for the nine months ended March 31, 2020.

Other Income and Expense

Other expense was $873,275 for the nine months ended March 31, 2021 compared to other income of $920,151 for the nine months ended March 31, 2020. This represents a decrease of $1,793,426 with a decrease of $1,926,494 on a constant currency basis. The decrease is primarily due to the interest income and foreign currency exchange transactions. We did not accrue any interest income on the convertible notes receivable for the nine months ended March 31, 2021compared to $275,704 for the nine months ended March 31, 2020. The majority of the contracts with NetSol PK are either in U.S. dollars or Euros; therefore, the currency fluctuations will lead to foreign currency exchange gains or losses depending on the value of the PKR compared to the U.S. dollar and the Euro. During the nine months ended March 31, 2021, we recognized a loss of $1,515,327 in foreign currency exchange transactions compared to a gain of $71,765 for the nine months ended March 31, 2020. During the nine months ended March 31, 2021, the value of the U.S. dollar and the Euro decreased 8.0% and 1.9%, respectively, compared to the PKR. During the nine months ended March 31, 2020, the value of the U.S. dollar increased 2.0% and the value of the Euro decreased 1.3%, respectively, compared to the PKR.

Non-controlling Interest

For the nine months ended March 31, 2021, the net income attributable to non-controlling interest was $216,900, compared to a loss of $4,065 for the nine months ended March 31, 2020. 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 loss was $147,781 for the nine months ended March 31, 2021 compared to a net loss of $241,565 for the nine months ended March 31, 2020. This is a decrease in the net loss of $93,384 with an increase in the net loss of $412,673 on a constant currency basis, compared to the prior year. For the nine months ended March 31, 2021, net loss per share was $0.01 for basic and diluted shares compared to $0.02 for basic and diluted shares for the nine months ended March 31, 2020.

Page 45

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 46

Our reconciliation of the non-GAAP financial measures of adjusted EBITDA and non-GAAP earnings per basic and diluted share to the most comparable GAAP measures for the three and nine months ended March 31, 2021 and 2020 are as follows:

	For the Three Months Ended			For the Three Months Ended			For the Nine Months Ended			For the Nine Months Ended
	March 31, 2021			March 31, 2020			March 31, 2021			March 31, 2020

Net Income (loss) attributable to NetSol	$	(623,231	)	$	1,000,807		$	(147,781	)	$	(241,165	)
Non-controlling interest		(351,939	)		468,286			216,900			(4,065	)
Income taxes		133,156			218,351			642,884			1,067,099
Depreciation and amortization		1,031,843			943,672			2,896,203			2,815,555
Interest expense		98,656			94,395			296,224			246,064
Interest (income)		(231,979	)		(448,368	)		(643,654	)		(1,283,279	)
EBITDA	$	56,506		$	2,277,143		$	3,260,776		$	2,600,209
Add back:
Non-cash stock-based compensation		74,169			236,702			239,333			565,287
Adjusted EBITDA, gross	$	130,675		$	2,513,845		$	3,500,109		$	3,165,496
Less non-controlling interest (a)		66,659			(729,735	)		(1,074,038	)		(885,144	)
Adjusted EBITDA, net	$	197,334		$	1,784,110		$	2,426,071		$	2,280,352


Weighted Average number of shares outstanding
Basic		11,343,406			11,753,063			11,571,878			11,713,827
Diluted		11,343,406			11,753,063			11,571,878			11,713,827

Basic adjusted EBITDA	$	0.02		$	0.15		$	0.21		$	0.19
Diluted adjusted EBITDA	$	0.02		$	0.15		$	0.21		$	0.19

(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	$	(351,939	)	$	468,286		$	216,900		$	(4,065	)
Income Taxes		34,867			59,983			127,749			303,610
Depreciation and amortization		283,716			271,244			812,816			800,882
Interest expense		29,585			28,068			89,929			72,600
Interest (income)		(71,440	)		(113,413	)		(204,604	)		(334,584	)
EBITDA	$	(75,211	)	$	714,168		$	1,042,790		$	838,443
Add back:
Non-cash stock-based compensation		8,552			15,567			31,248			46,701
Adjusted EBITDA of non-controlling interest	$	(66,659	)	$	729,735		$	1,074,038		$	885,144

Page 47

LIQUIDITY AND CAPITAL RESOURCES

Our cash position was $30,599,137 at March 31, 2021, compared to $20,166,830 at June 30, 2020.

Net cash provided by operating activities was $10,387,344 for the nine months ended March 31, 2021 compared to $411,119 for the nine months ended March 31, 2020. At March 31, 2021, we had current assets of $55,561,592 and current liabilities of $25,564,816. We had accounts receivable of $12,176,722 at March 31, 2021 compared to $11,414,257 at June 30, 2020. We had revenues in excess of billings of $10,748,231 at March 31, 2021 compared to $18,506,733 at June 30, 2020 of which $946,184 and $1,300,289 is shown as long term as of March 31, 2021 and June 30, 2020, respectively. The long-term portion was discounted by $75,727 and $41,286 at March 31, 2021 and June 30, 2020, respectively, using the discounted cash flow method with interest rates ranging from 4.65% to 6.25% at March 31, 2021, and an interest rate of 4.35% at June 30, 2020. During the nine months ended March 31, 2021, 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 $6,996,037 from $29,920,990 at June 30, 2020 to $22,924,953 at March 31, 2021. Accounts payable and accrued expenses, and current portions of loans and lease obligations amounted to $6,156,782 and $12,634,914, respectively at March 31, 2021. Accounts payable and accrued expenses, and current portions of loans and lease obligations amounted to $5,680,837 and $9,139,561, respectively at June 30, 2020.

The average days sales outstanding for the nine months ended March 31, 2021 and 2020 were 183 and 201 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 $2,133,265 for the nine months ended March 31, 2021, compared to $1,577,465 for the nine months ended March 31, 2020. We had purchases of property and equipment of $2,109,058 compared to $1,011,285 for the nine months ended March 31, 2020. For the nine months ended March 31, 2021 and 2020, we invested $Nil and $600,000, respectively, in a short-term convertible note receivable from WRLD3D. For the nine months ended March 31, 2021 and 2020, we invested $155,500 and $Nil, respectively, in DriveMate.

Net cash provided by financing activities was $488,572 for the nine months ended March 31, 2021, compared to $18,080, for the nine months ended March 31, 2020. For the nine months ended March 31, 2021, we purchased 603,688 shares of our own stock for $2,064,800 compared to $Nil for the same period last year. The nine months ended March 31, 2021 included the cash inflow of $2,109,572 from bank proceeds compared to $2,312,968 for the same period last year. During the nine months ended March 31, 2021, we had net payments for bank loans and finance leases of $533,344 compared to $422,051 for the nine months ended March 31, 2020. 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 15 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 31, 2021, we had approximately $30.6 million of cash, cash equivalents and marketable securities of which approximately $28.7 million is held by our foreign subsidiaries. As of June 30, 2020, we had approximately $20.2 million of cash, cash equivalents and marketable securities of which approximately $18.2 million is held by our foreign subsidiaries.

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

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

Page 48

Financial Covenants

Our UK based subsidiary, NTE, has an approved overdraft facility of £300,000 ($410,959) 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 ($3,265,839) and a running finance facility of Rupees 75 million ($489,876). NetSol PK has an approved facility for export refinance from another Habib Metro Bank Limited amounting to Rupees 900 million ($5,878,511). 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 ($2,482,037) and a running finance facility of Rs. 120 million ($783,801) from Samba Bank Limited. During the 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, 2020.

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.

Page 49

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 31, 2021, 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)).

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PART II OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

None.

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

The repurchases provided in the table below were made through the quarter ended March 31, 2021:

Issuer Purchases of Equity Securities (1)
Month	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that may be Purchased Under the Plans or Programs
Jul-20		21,940	$	3.02		21,940		-
Aug-20		125,112	$	3.18		147,052		-
Oct-20		102,023	$	2.94		249,075		-
Nov-20		124,715	$	3.00		373,790		-
Dec-20		73,206	$	3.47		446,996		-
Jan-21		92,440	$	4.03		539,436		-
Feb-21		30,021	$	4.87		569,457
Mar-21		34,231	$	4.49		603,688
Total		603,688				603,688		641,025

(1)

The Board of Directors approved a repurchase of shares up to $2,000,000 on July 30, 2020. Based on the share price reported on NASDAQ on July 30, 2020, the maximum number of shares that could be purchased was 641,205. The actual maximum number of shares will vary depending on the actual price paid per share purchased. The Board of Directors agreed to the extension of the repurchasing plan through June 28, 2021.

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)

Page 51

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 13, 2021	/s/ Najeeb U. Ghauri
		NAJEEB U. GHAURI
		Chief Executive Officer

Date:	May 13, 2021	/s/ Roger K. Almond
		ROGER K. ALMOND
		Chief Financial Officer
		Principal Accounting Officer

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