NetSol Technologies Reports Second Quarter Fiscal Year 2008 Financial Results

Operating Income Increases 284% Year-Over-Year to $1.4 Million; GAAP Net Income Increased to $1.1 Million, or $0.04 per Diluted Share, vs. ($ 0.32) Loss a Year Ago, Company Reiterates Revenue and Net Income Guidance for Fiscal 2008; Revenues Increased 16% Year-Over-Year to $8.4 Million

CALABASAS, CA -- (MARKET WIRE) -- 02/13/08 -- NetSol Technologies Inc. ("NetSol") (NASDAQ: NTWK), a multinational provider of IT services and enterprise software to the financial services industry, today announced financial results for the second quarter of fiscal year 2008, ending December 31, 2007.

Second Quarter Fiscal 2008 - Consolidated Financial Highlights

-- Revenues increased 16% year-over-year to $8.4 million
       -- Services increased 29% to $4.0 million
       -- License fees increased 5% to $2.9 million
       -- Maintenance fees increased 10% to $1.5 million

-- Gross margin increased to 57% compared to 50% in the year ago period

-- Operating income rose 284% to $1.4 million compared to $377 thousand in
   the year ago period

-- GAAP net income increased to $1.1 million or $0.04 per diluted share,
   versus a GAAP net loss of $4.7 million or ($0.32) per diluted share in
   the year ago period

-- EBITDA was $2.0 million, or $0.07 per diluted share, representing 24%
   of revenues

-- Cash flows from operating activities during the quarter totaled $2.6
   million

-- Company reiterates guidance for fiscal year 2008: Annual revenue growth
   between 25% to 30% and diluted earnings per share between $0.28 and
   $0.32.

Najeeb Ghauri, chairman and chief executive officer, commented, "NetSol continued to make excellent progress across its key financial and operational objectives during the fiscal second quarter of 2008. Our double digit top line growth was driven by strong demand for our IT service offerings and solid gains in license and maintenance revenue streams. The combined revenue growth provided a strong foundation for NetSol to post impressive gains in GAAP net income and EBITDA profitability for the quarter, as compared to losses in the year ago period. NetSol's bottom line profitability also benefited from the significant progress we continue to make in terms of improving operating efficiencies and managing costs. Our gross margins are improving, inline with our expectations, as gross profit increased an impressive 32% year-over-year while growth in total operating expenses was held to a mere 3% over the same period. Overall, I am pleased with the progress we made in the first half of fiscal 2008 and I stand optimistic on growth prospects for fiscal 2008 as the second half of our fiscal year is historically stronger than the first half.

"Our results during the fiscal second quarter were even more impressive when taking into account there were seven fewer billing days during the quarter for our largest business unit compared to the sequential first quarter of 2008, largely due to holidays, as well as the extraordinary events in Pakistan during the quarter. Government sector automation in Pakistan continues, albeit at a slower pace due to impending General election. However, the Company continues to have a strong pipeline of public sector projects and has seen no cancellations in any of the public tenders the Company is participating in. With organic revenue growth of 30% recorded for the first half of fiscal year 2008, NetSol stands well positioned to move into the second half of the year and on track towards meeting our full year organic revenue growth target of between 25% to 30% for fiscal 2008," concluded Mr. Ghauri.

NetSol reported consolidated revenues of $8.4 million for the second quarter of fiscal year 2008, a 16% increase compared to the $7.2 million in revenues reported for the same period in fiscal year 2007. Consolidated gross profit for the second quarter was approximately $4.8 million, or 57% of revenue, compared to $3.6 million, or 50% of revenue in the prior year period.

GAAP (Generally Accepted Accounting Principles) net income for the second quarter of fiscal year 2008 was approximately $1.1 million, or $0.04 per diluted share, compared to a GAAP net loss of $4.7 million, or a loss of ($0.32) per diluted share, reported in the second quarter of fiscal year 2007. EBITDA was $2.0 million, or $0.07 per diluted share, compared to negative EBITDA of $3.7 million, or ($0.21) per share in the comparative period last year.

EBITDA is defined as earnings before interest, taxes, depreciation and amortization. The Company uses EBITDA as a measure of the Company's operating trends. Investors are cautioned that EBITDA is not a measure of liquidity or of financial performance under Generally Accepted Accounting Principles (GAAP). The EBITDA numbers presented may not be comparable to similarly titled measures reported by other companies. EBITDA, while providing useful information, should not be considered in isolation or as an alternative to net income or cash flows as determined under GAAP. Consistent with the SEC Regulation G, the non-GAAP measures in this press release have been reconciled to the nearest GAAP measure, and this reconciliation is located under the financial table heading "Reconciliation to GAAP."

NetSol ended the fiscal second quarter of 2008 with approximately $8.5 million dollars in cash and cash equivalents. The weighted average total number of basic and diluted shares outstanding for the quarter was 24,443,901 and 27,712,335 respectively.

Second Quarter Fiscal 2008 - Business Highlights

--  LeaseSoft won APICTA's (Asia Pacific ICT Alliance) award for 'Best
    Financial Industry Application' for 2007.

--  Received the Federation of Pakistan Chambers of Commerce and Industry
    (FPCCI) 'Best Export Performance Award' for 2006-2007 for the highest
    export of IT Services from Pakistan.

--  NetSol was ranked 19th in the Deloitte's Fast 50 in Los Angeles,
    California.

--  BMW Financial Services Hong Kong Ltd. went live with the NetSol's
    LeaseSoft solution including the LeaseSoft Contract Management System (CMS)
    and Credit Application System (CAP) components.

--  NetSol further penetrated the Healthcare Sector Automation space by
    winning an IT Services contract from a major public sector hospital to
    design and implement a Hospital Management System (HMS).

--  Completed branding transition from NetSol-McCue Systems to NetSol
    Technologies North America, continued management restructuring in every
    division across the globe.

--  Established a strategic partnership to address the IT market in Greece
    and the adjacent region with Real Consulting Information Systems S.A.

--  Continued to implement internal cost reduction measures and corporate
    streamlining initiatives focused on improving global business and operating
    efficiencies.

--  Initiated the SOX 404 internal control compliance procedure across the
    company and retained KPMG as consultants.
    

First Half Fiscal Year 2008 - Consolidated Financial Highlights

--  Revenues increased 30% to $17.0 million.

--  GAAP net income was $2.9 million, or $0.11 per diluted share, as
    compared to a GAAP net loss of $5.9 million, or ($0.34) per diluted share
    in the year ago period.

--  EBITDA for the first half was $4.8 million, or $0.18 per diluted
    share, representing 28% of revenues.
    

NetSol Technologies, Inc. reported consolidated revenues of $17.0 million for the first half of fiscal year 2008, a 30% increase compared to the $13.1 million in revenues reported for the same period in fiscal year 2007. Consolidated gross profit for the first six months was $10.0 million, or 59% of revenues.

GAAP net income for the first six months of fiscal year 2008 was approximately $2.9 million, or $0.11 per diluted share, which compares to GAAP net loss of $5.9 million, or ($0.34) per diluted share, in the same period of fiscal year 2007. NetSol reported EBITDA of $4.8 million, or $0.18 per diluted share, for the first half of fiscal year 2008.

Conference Call Information

Following the distribution of the press release, NetSol will host a conference call at 11:00 a.m. ET (8:00 a.m. PT) to review the results. Najeeb Ghauri, chairman and chief executive officer, and Tina Gilger, chief financial officer, will host the call, which will be webcast live. The webcast and a supporting slide presentation will be made available online at http://www.netsoltek.com/investors/investor_relations.htm. Telephone access to the conference call is available in North America by dialing +1 (877) 407-8033 or internationally by dialing +1 (201) 689-8033.

An audio replay of the conference call will be available approximately one hour following the conclusion of the call and will be available for 30 days. To access the replay in North America dial +1 (877) 660-6853 or when calling internationally dial +1 (201) 612-7415, using replay account code # 286 and conference ID # 268055. An archived replay of the conference webcast will also be available on the NetSol Technologies web site at http://www.netsoltek.com/investors/investor_relations.htm.

About NetSol Technologies

NetSol Technologies (NASDAQ: NTWK) is a multinational provider of IT services and enterprise solutions to the financial services industry. By utilizing its worldwide IT design, development, quality assurance (QA), and project management resources, NetSol delivers high-quality, cost-effective portfolio management solutions for equipment and vehicle finance, as well as IT services ranging from consulting and application development to systems integration and development outsourcing. NetSol's commitment to quality is demonstrated by its achievement of both the ISO 9001 and SEI (Software Engineering Institute) CMMi (Capability Maturity Model) Level 5 assessments, a distinction shared by fewer than 100 companies worldwide. NetSol Technologies' clients include Fortune 50 manufacturers, global automakers, financial institutions, technology providers, and governmental agencies. Headquartered in Calabasas, California, NetSol Technologies has operations and/or offices in London, San Francisco, Adelaide, Beijing, Bangkok and Lahore, Pakistan.

To learn more about NetSol Technologies Inc., visit www.netsoltek.com.

Forward-Looking Statements

This press release may contain forward-looking statements relating to the development of the Company's products and services and future operation results, including statements regarding the Company that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. The words "believe," "expect," "anticipate," "intend," variations of such words, and similar expressions, identify forward-looking statements, but their absence does not mean that the statement is not forward looking. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could affect the Company's actual results include the progress and costs of the development of products and services and the timing of the market acceptance.

                NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

                            For the                      For the
                       Three Months Ended            Six Months Ended
                           December 31,                December 31,
                        2007          2006          2007          2006
                    ------------  ------------  ------------  ------------
Net Revenues:
  License fees      $  2,866,807  $  2,718,795  $  4,770,359  $  4,297,207
  Maintenance fees     1,490,376     1,359,239     3,073,796     2,654,203
  Services             4,049,287     3,149,087     9,215,552     6,138,271
                    ------------  ------------  ------------  ------------
     Total revenues    8,406,470     7,227,121    17,059,707    13,089,681
Cost of revenues
  Salaries and
   consultants         2,400,991     2,441,724     4,722,021     4,373,797
  Travel                 311,329       432,344       578,157       748,027
  Repairs and
   maintenance           119,032       133,818       233,186       179,553
  Insurance               85,110        50,078       123,755       102,301
  Depreciation and
   amortization          271,729       221,201       530,636       414,298
  Other                  431,609       317,824       819,500       688,551
                    ------------  ------------  ------------  ------------
    Total cost of
     sales             3,619,800     3,596,989     7,007,255     6,506,527
                    ------------  ------------  ------------  ------------
Gross profit           4,786,670     3,630,132    10,052,452     6,583,154
Operating expenses:
  Selling and
   marketing           1,086,729       762,290     1,919,222     1,280,334
  Depreciation and
   amortization          479,904       456,529       944,551       905,903
  Bad debt expense           838        51,690         3,277       117,498
  Salaries and
   wages                 815,771     1,000,835     1,723,650     1,999,226
  Professional
   services,
   including
   non-cash
   compensation          129,539       258,974       299,001       519,844
  General and
   adminstrative         826,033       722,336     1,495,194     1,542,423
                    ------------  ------------  ------------  ------------
    Total operating
     expenses          3,338,814     3,252,654     6,384,895     6,365,228
                    ------------  ------------  ------------  ------------
Income from
 operations            1,447,856       377,478     3,667,557       217,926
Other income and
 (expenses):
  Gain (loss) on
   sale of assets             70           (58)      (32,153)      (12,338)
  Beneficial
   conversion
   feature                     -    (2,208,334)            -    (2,208,334)
  Amortization of
   debt discount
   and capitalized
   cost of debt                -    (2,069,033)            -    (2,803,691)
  Liquidation
   damages                     -      (133,833)            -      (133,833)
  Interest expense      (189,142)     (211,615)     (422,946)     (459,523)
  Interest income         41,575       128,303        75,438       219,049
  Other income and
   (expenses)            149,277        39,192       261,224       106,977
                    ------------  ------------  ------------  ------------
    Total other income
     (expenses)            1,780    (4,455,378)     (118,437)   (5,291,693)
                    ------------  ------------  ------------  ------------
Net income (loss)
 before minority
 interest in
 subsidiary            1,449,636    (4,077,900)    3,549,120    (5,073,767)
Minority interest
 in subsidiary          (382,887)     (558,571)     (657,806)     (805,845)
Income taxes               1,483       (16,141)      (30,958)      (68,965)
                    ------------  ------------  ------------  ------------
Net income (loss)      1,068,232    (4,652,612)    2,860,356    (5,948,577)
Dividend required
 for preferred
 stockholders            (40,368)      (65,598)     (111,525)      (65,598)
Subsidiary dividend
 (minority holders
 portion)                      -             -      (817,173)            -
Bonus stock
 dividend (minority
 holders portion)       (545,359)            -      (545,359)            -
                    ------------  ------------  ------------  ------------
Net income (loss)
 applicable to
 common
 shareholders            482,505    (4,718,210)    1,386,299    (6,014,175)
Other comprehensive
 gain:
  Translation
   adjustment           (653,396)      195,269      (490,993)      121,779
                    ------------  ------------  ------------  ------------
Comprehensive
 income (loss)      $   (170,891) $ (4,522,941) $    895,306  $ (5,892,396)
                    ============  ============  ============  ============
Net income (loss)
 per share:
  Basic             $       0.04  $      (0.33) $       0.12  $      (0.34)
                    ============  ============  ============  ============
  Diluted           $       0.04  $      (0.32) $       0.11  $      (0.34)
                    ============  ============  ============  ============
Weighted average
 number of shares
 outstanding
  Basic               24,443,901    14,064,968    22,934,568    17,280,675
  Diluted             27,712,335    14,444,665    26,203,002    17,280,675


                     NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
               CONSOLIDATED BALANCE SHEET - AS OF DECEMBER 30, 2007
                                    (UNAUDITED)

                               ASSETS
Current assets:
  Cash and cash equivalents                       $ 8,543,109
  Accounts receivable, net of allowance for
   doubtful accounts of $168,512                    7,787,339
  Revenues in excess of billings                   10,265,235
  Other current assets                              2,245,899
                                                  -----------
    Total current assets                                         28,841,582
Property and equipment, net of accumulated
 depreciation                                                     8,371,547
Other assets, long-term                                             435,195
Intangibles:
  Product licenses, renewals, enhancements,
   copyrights, trademarks, and tradenames, net      8,747,001
  Customer lists, net                               2,080,083
  Goodwill                                          7,786,032
                                                  -----------
    Total intangibles                                            18,613,116
                                                               ------------
    Total assets                                               $ 56,261,440
                                                               ============

                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses           $ 3,415,167
  Current portion of loans and obligations under
   capitalized leases                               3,251,443
  Other payables - acquisitions                        83,399
  Unearned revenues                                 2,645,174
  Due to officers                                     184,278
  Dividend to preferred stockholders payable           33,876
  Loans payable, bank                               1,861,338
                                                  -----------
    Total current liabilities                                    11,474,675
Obligations under capitalized leases, less
 current maturities                                                 232,008
Long term loans; less current maturities                            582,402
                                                               ------------
    Total liabilities                                            12,289,085
Minority interest                                                 4,211,222
Commitments and contingencies

Stockholders' equity:
  Preferred stock, 5,000,000 shares authorized;
    1,920 issued and outstanding                    1,920,000
  Common stock, $.001 par value; 45,000,000
   shares authorized; 25,133,650 issued
   and outstanding                                     25,134
  Additional paid-in-capital                       75,080,435
  Treasury stock                                      (10,194)
  Accumulated deficit                             (35,746,044)
  Stock subscription receivable                      (630,907)
  Common stock to be issued                            89,132
  Other comprehensive loss                           (966,423)
                                                  -----------
    Total stockholders' equity                                   39,761,133
                                                               ------------
    Total liabilities and stockholders' equity                 $ 56,261,440
                                                               ============



                NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
                         STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
                                                For the Six Months Ended
                                                       December 31,
                                                    2007          2006
                                                ------------  ------------
Cash flows from operating activities:
   Net income (loss) applicable to common
    shareholders                                $  2,860,356  $ (5,948,577)
   Adjustments to reconcile net income (loss)
    applicable to common shareholders to net
    cash provided by (used in) operating
    activities:
   Depreciation and amortization                   1,475,187     1,320,111
   Bad debt expense                                    3,277       117,498
   Loss on sale of assets                             32,153        12,338
   Minority interest in subsidiary                   657,806       805,845
   Stock issued for services                          15,000        41,380
   Stock issued for convertible note payable
    interest                                               -       311,868
   Fair market value of warrants and stock
    options granted                                   24,320             -
   Beneficial conversion feature                           -     2,208,334
   Amortization of debt discount and
    capitalized cost of debt                               -     2,803,691
   Changes in operating assets and
    liabilities:
     Decrease/(increase) in accounts
      receivable                                     715,359    (2,141,889)
     Increase in other current assets             (1,749,271)   (1,501,990)
     (Decrease)/increase in accounts payable
      and accrued expenses                        (1,450,545)      419,886
                                                ------------  ------------
   Net cash provided by (used in) operating
    activities                                     2,583,642    (1,551,505)
Cash flows from investing activities:
   Purchases of property and equipment            (1,556,424)     (417,833)
   Sales of property and equipment                    16,076       131,775
   Net proceeds of certificates of deposit                 -     1,739,581
   Payment for acquisition                          (879,007)   (4,027,753)
   Increase in intangible assets                  (1,479,492)     (935,439)
                                                ------------  ------------
   Net cash used in investing activities          (3,898,847)   (3,509,669)
Cash flows from financing activities:
   Proceeds from sale of common stock              1,500,000             -
   Proceeds from the exercise of stock options     2,707,167       219,223
   Reduction in restricted cash                            -     4,533,555
   Proceeds from loans from officers                       -       165,000
   Proceeds from bank loans                        2,702,454             -
   Payments on bank loans                           (323,488)            -
   Capital lease obligations & loans (net)          (760,919)      390,128
                                                ------------  ------------
   Net cash provided by financing activities       5,825,214     5,307,906
Effect of exchange rate changes in cash               22,936       (33,353)
                                                ------------  ------------
Net increase in cash and cash equivalents          4,532,945       213,379
Cash and cash equivalents, beginning of period     4,010,164     2,493,768
                                                ------------  ------------
Cash and cash equivalents, end of period        $  8,543,109  $  2,707,147
                                                ============  ============



               NETSOL TECHNOLOGIES, INC. AND SUBSIDIARIES
                           RECONCILIATION TO GAAP
                                (UNAUDITED)

                                              Three Months     Six Months
                                                  Ended          Ended
                                              Dec. 31, 2007  Dec. 31, 2007
                                              -------------  --------------
 Net income per GAAP (applicable to common
  shareholders)                               $   1,068,232  $    2,860,356
   Income taxes                                      (1,483)         30,958
   Depreciaiton and amortization                    751,633       1,491,703
   Interest expense                                 189,142         422,946
                                              -------------  --------------
     EBITDA income                            $   2,007,524  $    4,805,963
                                              =============  ==============


Weighted average number of shares outstanding
  Basic                                          24,443,901      22,934,568
  Diluted                                        27,712,335      26,203,002

                                              -------------  --------------
Basic EBITDA EPS                              $        0.08  $         0.21
                                              =============  ==============
Diluted EBITDA EPS                            $        0.07  $         0.18
                                              =============  ==============

Contacts:
NetSol Technologies, Inc.
Tina Gilger
CFO
Tel :  +1-818-222-9195, x112

Investor Relations
Christopher Chu
The Global Consulting Group
Tel:   +1-646-284-9426
Email: [email protected]