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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2025
Commission file number: 0-22773
NETSOL TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
| NEVADA | 95-4627685 | |
| (State or other Jurisdiction of | (I.R.S. Employer NO.) | |
| Incorporation or Organization) |
16000 Ventura Blvd, Suite 770
Encino, CA 91436
(Address of principal executive offices) (Zip Code)
(818) 222-9195 / (818) 222-9197
(Issuer’s telephone/facsimile numbers, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $.01 par value per share | NTWK | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On September 29, 2025, NetSol Technologies, Inc. issued a press release announcing results of operations and financial conditions for the year ended June 30, 2025. The press release is furnished as Exhibit 99.1 to this Form 8-K.
The information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document field under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Exhibits
99.1 News Release dated September 29, 2025
104 Cover Page Interactive Data File (Embedded within the Inline XBRL document)
| Page |
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: | September 29, 2025 | /s/ Najeeb Ghauri |
| NAJEEB GHAURI | ||
| Chief Executive Officer | ||
| Date: | September 29, 2025 | /s/ Roger Almond |
| ROGER ALMOND | ||
| Chief Financial Officer |
| Page |
Exhibit 99.1
NETSOL Technologies Announces its Fiscal 2025 Fourth Quarter and Full-Year Results
| ■ | FY’25 Total Revenue Increased 8% to $66 million | |
| ■ | 18% increase in Subscription and Support revenues to $32.9 million in FY’25 | |
| ■ | Q4’ 25 Gross Margins of 56.2% increased from 51.5% in Q4’ 24; FY’ 25 Gross Margins of 49.3% increased from 47.7% in FY’24 | |
| ■ | FY’25 Operating Income of $3.5 million | |
| ■ | $0.25 earnings per share in FY’25 compared with $0.06 in FY’ 24 |
ENCINO, Calif., Sept. 29, 2025 (GLOBE NEWSWIRE) — NETSOL Technologies, Inc. (Nasdaq: NTWK), a provider of AI-powered solutions and services enabling OEMs, dealerships and financial institutions to sell, finance and lease assets, reported results for the fourth quarter and full fiscal year ended June 30, 2025.
Najeeb Ghauri, Founder and Chief Executive Officer of NETSOL Technologies Inc., commented:
“This past fiscal year marked a period of meaningful progress and resilience for our company. We continued to strengthen our core SaaS and services businesses, expanded key customer relationships and remained focused on delivering long-term value. We made important strides operationally and strategically that position us well for the future. As we look ahead, we remain committed to driving innovation, enhancing customer satisfaction and improving profitability across all areas of the business.”
Fiscal Fourth Quarter 2025 Financial Results
Total net revenues for the fourth quarter of fiscal 2025 increased 11.9% to $18.4 million, compared with $16.4 million in the prior year period. On a constant currency basis, total net revenues were $18.2 million.
| ■ | License fees were $0.5 million compared with $0.6 million in the prior year period. License fees on a constant currency basis were $0.5 million. | |
| ■ | Total subscription (SaaS and Cloud) and support revenues increased 9.9% to $8.2 million compared with $7.5 million in the prior year period. Total subscription and support revenues on a constant currency basis were $8.1 million. | |
| ■ | Total services revenues were $9.7 million, compared with $8.4 million in the prior year period. Total services revenues on a constant currency basis were $9.5 million. |
Gross profit for the fourth quarter of fiscal 2025 was $10.3 million or 56% of net revenues, compared to $8.5 million or 52% of net revenues in the fourth quarter of fiscal 2024. On a constant currency basis, gross profit for the fourth quarter of fiscal 2025 was $10.1 million or 56% of net revenues as measured on a constant currency basis.
Operating expenses for the fourth quarter of fiscal 2025 were $7.2 million or 39% of sales compared to $7.7 million or 47% of sales for the fourth quarter of fiscal 2024. On a constant currency basis, operating expenses for the fourth quarter of fiscal 2025 were $7.6 million or 42% of sales on a constant currency basis.
Income from operations for the fourth quarter of fiscal 2025 was $3.2 million compared to $0.8 million in the fourth quarter of fiscal 2024.
GAAP net profit attributable to NETSOL for the fourth quarter of fiscal 2025 totaled $2.6 million or $0.22 per diluted share, compared with a GAAP net loss of $0.08 million or $0.01 per diluted share in the fourth quarter of fiscal 2024.
Non-GAAP EBITDA for the fourth quarter of fiscal 2025 was $4.7 million or $0.40 per diluted share, compared with a non-GAAP EBITDA of $1.2 million or $0.11 per diluted share in the fourth quarter of fiscal 2024 (see note regarding “Use of Non-GAAP Financial Measures,” below for further discussion of this non-GAAP measure).
Non-GAAP adjusted EBITDA for the fourth quarter of fiscal 2025 was $3.5 million or $0.30 per diluted share, compared with a non-GAAP adjusted EBITDA of $0.7 million or $0.06 per diluted share in the prior year period (see note regarding “Use of Non-GAAP Financial Measures,” below for further discussion of this non-GAAP measure).
Full Fiscal Year Ended June 30, 2025 Financial Results
Total net revenues for the full fiscal year ended June 30, 2025, were $66.1 million, compared to $61.4 million in the prior year. On a constant currency basis, total net revenues were $65.6 million.
License fees were $0.6 million compared with $5.4 million in the prior year period. License fees on a constant currency basis were $0.6 million.
Total subscription (SaaS and Cloud) and support revenues for the full fiscal year ended June 30, 2025, were $32.9 million compared with $28 million in the prior year period. Total subscription and support revenues on a constant currency basis were $32.7 million.
Total services revenues were $32.6 million compared with $28 million in the prior year period, representing a 16.3% increase. Total services revenues on a constant currency basis were $32.2 million.
Gross profit for the full fiscal year ended June 30, 2025, was $32.6 million or 49.3% of net revenues, compared with $29.3 million or 47.7% of net revenues in the prior year. On a constant currency basis, gross profit for the full fiscal year ended June 30, 2025, was $32.5 million or 50% of net revenues as measured on a constant currency basis.
Operating expenses for the full fiscal year ended June 30, 2025, were $29.1 million or 44% of sales compared with $25.8 million or 42% of sales in the prior year. On a constant currency basis, operating expenses were $29.2 million or 44.6% of sales on a constant currency basis.
Income from operations for the full year ended June 30, 2025 was $3.5 million compared to $3.5 million for fiscal 2024.
GAAP net income attributable to NETSOL for the full fiscal year ended June 30, 2025, totaled $2.9 million or $0.25 per diluted share, compared with $0.7 million or $0.06 per diluted share in the prior year. Included in GAAP net income attributable to NETSOL was $1.3 million on foreign currency exchange transactions for the full fiscal year ended June 30, 2025, compared to a loss of $1.2 million in the prior year period. As most contracts are either in U.S. dollars or Euros, currency fluctuations will yield foreign currency exchange gains or losses depending on the value of other currencies compared to the U.S. dollar and the Euro.
On a constant currency basis, GAAP net income attributable to NETSOL for the full fiscal year ended June 30, 2025 totaled $2.4 million or $0.20 per diluted share.
Non-GAAP EBITDA for the full fiscal year ended June 30, 2025, was $6.5 million or $0.56 per diluted share, compared with a non-GAAP EBITDA of $4.2 million or $0.37 per diluted share in the full fiscal year ended June 30, 2024 (see note regarding “Use of Non-GAAP Financial Measures,” below for further discussion of this non-GAAP measure).
Non-GAAP adjusted EBITDA for the full fiscal year of 2025 was $4.7 million or $0.41 per diluted share, compared with a non-GAAP adjusted EBITDA profit of $2.7 million or $0.23 per diluted share in the prior year period (see note regarding “Use of Non-GAAP Financial Measures,” below for further discussion of this non-GAAP measure).
At June 30, 2025, cash and cash equivalents were $17.4 million compared to $19.1 million at June 30, 2024. Total NETSOL stockholders’ equity at June 30, 2025, was $37.8 million or $3.22 per diluted share.
Management Commentary
Najeeb Ghauri, Founder and Chief Executive Officer of NETSOL Technologies Inc., commented:
“Fiscal year 2025 was a pivotal year for NETSOL, marked by sustained growth in our services revenue, which increased by 16.3% year-over-year and continued momentum in our SaaS and cloud offerings. These results reflect the trust our global clients place in our solutions and the resilience of our business model in navigating evolving market conditions. We remain committed to executing our strategic vision – expanding our recurring revenue streams, accelerating innovation through our Transcend Platform and deepening our customer relationships. With a strong pipeline, a robust product portfolio and increasing demand across our key markets, we are confident in our ability to drive long-term value for our shareholders, clients and employees.”
Roger Almond, Chief Financial Officer of NETSOL Technologies Inc., commented:
“Our financial performance for fiscal 2025 demonstrates continued operational discipline and the effectiveness of our revenue diversification strategy. We achieved $66 million in total net revenues, up from $61.4 million in the prior year, with notable growth in services revenue. Gross profit increased to $32.6 million and we generated positive income from operations of $3.5 million. As we look ahead, we are focused on strengthening margins, investing prudently and aligning our financial strategies to support sustainable, long-term growth.”
Conference Call
The company will hold a conference call on Tuesday, September 30, 2025, at 9:00 a.m. Eastern Time (6:00 a.m. Pacific Time) to discuss its financial results for the fiscal fourth quarter and full year ended June 30, 2025. Following the call, management will host a question-and-answer session.
Date: Tuesday, September 30, 2025
Time: 9:00 a.m. Eastern Time (6:00 a.m. Pacific Time)
Participant listening: 1-877-407-0789 or 1-201-689-8562
The conference call will also be broadcast live and available for replay here (the link will be made active 15 minutes prior to scheduled start time), along with additional replay access being provided through the company information section of NETSOL’s website.
Telephone replays will be made available approximately 3 hours after conference end time.
Telephone Replay
Replay dial-In: 1-844-512-2921 or 1-412-317-6671
Replay expiration: Tuesday, October 14, 2025 at 11:59 PM ET
Access ID: 13755801
About NETSOL Technologies
NETSOL Technologies delivers state-of-the-art solutions for the asset finance and leasing industry, serving automotive and equipment OEMs, auto captives and financial institutions across over 30 countries. Since its inception in 1996, NETSOL has been at the cutting edge of technology, pioneering innovations with its asset finance solutions and leveraging advanced AI and cloud services to meet the complex needs of the global market. Renowned for its deep industry expertise, customer-centric approach and commitment to excellence, NETSOL fosters strong partnerships with its clients, ensuring their success in an ever-evolving landscape. With a rich history of innovation, ethical business practices and a focus on sustainability, NETSOL is dedicated to empowering businesses worldwide, securing its position as the trusted partner for leading firms around the globe.
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 “expects,” “anticipates,” variations of such words, and similar expressions, identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, 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. The subject Companies expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein to reflect any change in the company’s expectations with regard thereto or any change in events, conditions or circumstances upon which any statement is based.
Use of Non-GAAP Financial Measures
The reconciliation of Adjusted EBITDA to net income, the most comparable financial measure based upon GAAP, as well as a further explanation of adjusted EBITDA, is included in the financial tables in Schedule 4 of this press release.
Investor Relations Contact:
Investor Relations
(818) 222-9195
investors@netsoltech.com
NETSOL
Technologies Inc. and Subsidiaries
Consolidated Balance Sheets
| As of | As of | |||||||
| June 30, 2025 | June 30, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 17,357,944 | $ | 19,127,165 | ||||
| Accounts receivable, net of allowance of $355,464 and $398,809 | 7,527,572 | 13,049,614 | ||||||
| Revenues in excess of billings, net of allowance of $34,496 and $116,148 | 18,230,619 | 12,684,518 | ||||||
| Other current assets | 3,203,468 | 2,600,786 | ||||||
| Total current assets | 46,319,603 | 47,462,083 | ||||||
| Revenues in excess of billings, net - long term | 903,766 | 954,029 | ||||||
| Property and equipment, net | 5,073,372 | 5,106,842 | ||||||
| Right of use assets - operating leases | 809,513 | 1,328,624 | ||||||
| Other assets | 32,331 | 32,340 | ||||||
| Goodwill | 9,302,524 | 9,302,524 | ||||||
| Total assets | $ | 62,441,109 | $ | 64,186,442 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 8,010,844 | $ | 8,232,342 | ||||
| Current portion of loans and obligations under finance leases | 8,240,061 | 6,276,125 | ||||||
| Current portion of operating lease obligations | 433,242 | 608,202 | ||||||
| Unearned revenue | 3,029,850 | 8,752,153 | ||||||
| Total current liabilities | 19,713,997 | 23,868,822 | ||||||
| Loans and obligations under finance leases; less current maturities | 134,608 | 95,771 | ||||||
| Operating lease obligations; less current maturities | 333,374 | 688,749 | ||||||
| Total liabilities | 20,181,979 | 24,653,342 | ||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $.01 par value; 500,000 shares authorized; | - | - | ||||||
| Common stock, $.01 par value; 18,000,000 shares authorized; | ||||||||
| 12,700,465 shares issued and 11,761,434 outstanding as of June 30, 2025 , | ||||||||
| 12,359,922 shares issued and 11,420,891 outstanding as of June 30, 2024 | 127,008 | 123,602 | ||||||
| Additional paid-in-capital | 129,529,901 | 128,783,865 | ||||||
| Treasury stock (at cost, 939,031 shares as of June 30, 2025 and June 30, 2024) | (3,920,856 | ) | (3,920,856 | ) | ||||
| Accumulated deficit | (41,289,080 | ) | (44,212,313 | ) | ||||
| Other comprehensive loss | (46,613,208 | ) | (45,935,616 | ) | ||||
| Total NetSol stockholders’ equity | 37,833,765 | 34,838,682 | ||||||
| Non-controlling interest | 4,425,365 | 4,694,418 | ||||||
| Total stockholders’ equity | 42,259,130 | 39,533,100 | ||||||
| Total liabilities and stockholders’ equity | $ | 62,441,109 | $ | 64,186,442 | ||||
NETSOL
Technologies Inc. and Subsidiaries
Consolidated Statement of Operations
| For the Years | ||||||||
| Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Net Revenues: | ||||||||
| License fees | $ | 598,633 | $ | 5,449,991 | ||||
| Subscription and support | 32,934,648 | 27,952,768 | ||||||
| Services | 32,554,948 | 27,990,332 | ||||||
| Total net revenues | 66,088,229 | 61,393,091 | ||||||
| Cost of revenues | 33,513,697 | 32,108,221 | ||||||
| Gross profit | 32,574,532 | 29,284,870 | ||||||
| Operating expenses: | ||||||||
| Selling, general and administrative | 27,796,936 | 24,388,714 | ||||||
| Research and development cost | 1,275,878 | 1,402,601 | ||||||
| Total operating expenses | 29,072,814 | 25,791,315 | ||||||
| Income (loss) from operations | 3,501,718 | 3,493,555 | ||||||
| Other income and (expenses) | ||||||||
| Interest expense | (871,355 | ) | (1,142,166 | ) | ||||
| Interest income | 1,871,040 | 1,911,258 | ||||||
| Gain (loss) on foreign currency exchange transactions | 1,301,613 | (1,187,320 | ) | |||||
| Other income | 244,241 | 148,120 | ||||||
| Total other income (expenses) | 2,545,539 | (270,108 | ) | |||||
| Net income before income taxes | 6,047,257 | 3,223,447 | ||||||
| Income tax provision | (1,476,338 | ) | (1,145,518 | ) | ||||
| Net income | 4,570,919 | 2,077,929 | ||||||
| Non-controlling interest | (1,647,686 | ) | (1,394,056 | ) | ||||
| Net income attributable to NetSol | $ | 2,923,233 | $ | 683,873 | ||||
| Net income per share: | ||||||||
| Net income per common share | ||||||||
| Basic | $ | 0.25 | $ | 0.06 | ||||
| Diluted | $ | 0.25 | $ | 0.06 | ||||
| Weighted average number of shares outstanding | ||||||||
| Basic | 11,576,287 | 11,378,595 | ||||||
| Diluted | 11,576,287 | 11,421,940 | ||||||
NETSOL
Technologies Inc. and Subsidiaries
Consolidated Statement of Cash Flows
| For the Years | ||||||||
| Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 4,570,919 | $ | 2,077,929 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 1,463,783 | 1,721,800 | ||||||
| Provision for bad debts | 466,965 | (29,134 | ) | |||||
| Gain on sale of assets | (69,355 | ) | (101,864 | ) | ||||
| Stock based compensation | 208,116 | 308,569 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 5,453,186 | (1,902,382 | ) | |||||
| Revenues in excess of billing | (5,207,897 | ) | (1,205,456 | ) | ||||
| Other current assets | 15,257 | (216,944 | ) | |||||
| Accounts payable and accrued expenses | (197,312 | ) | 1,611,745 | |||||
| Unearned revenue | (6,256,395 | ) | 645,125 | |||||
| Net cash provided by (used in) operating activities | 447,267 | 2,909,388 | ||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | (1,382,770 | ) | (515,404 | ) | ||||
| Sales of property and equipment | 116,783 | 223,866 | ||||||
| Purchase of subsidiary shares | (8,878 | ) | - | |||||
| Net cash used in investing activities | (1,274,865 | ) | (291,538 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from the exercise of stock options and warrants | 473,000 | - | ||||||
| Proceeds from exercise of subsidiary options | 13,728 | - | ||||||
| Dividend paid by subsidiary to non-controlling interest | (306,799 | ) | - | |||||
| Purchase of subsidiary treasury stock | (1,503,662 | ) | - | |||||
| Proceeds from bank loans | 2,920,149 | 756,936 | ||||||
| Payments on finance lease obligations and loans - net | (773,535 | ) | (517,385 | ) | ||||
| Net cash provided by financing activities | 822,881 | 239,551 | ||||||
| Effect of exchange rate changes | (1,764,504 | ) | 736,510 | |||||
| Net increase (decrease) in cash and cash equivalents | (1,769,221 | ) | 3,593,911 | |||||
| Cash and cash equivalents at beginning of the period | 19,127,165 | 15,533,254 | ||||||
| Cash and cash equivalents at end of period | $ | 17,357,944 | $ | 19,127,165 | ||||
NETSOL
Technologies Inc. and Subsidiaries
Reconciliation to GAAP
| For the Years | ||||||||
| Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Net Income (loss) attributable to NetSol | $ | 2,923,233 | $ | 683,873 | ||||
| Non-controlling interest | 1,647,686 | 1,394,056 | ||||||
| Income taxes | 1,476,338 | 1,145,518 | ||||||
| Depreciation and amortization | 1,463,783 | 1,721,800 | ||||||
| Interest expense | 871,355 | 1,142,166 | ||||||
| Interest (income) | (1,871,040 | ) | (1,911,258 | ) | ||||
| EBITDA | $ | 6,511,355 | $ | 4,176,155 | ||||
| Add back: | ||||||||
| Non-cash stock-based compensation | 208,116 | 308,569 | ||||||
| Adjusted EBITDA, gross | $ | 6,719,471 | $ | 4,484,724 | ||||
| Less non-controlling interest (a) | (2,017,274 | ) | (1,810,394 | ) | ||||
| Adjusted EBITDA, net | $ | 4,702,197 | $ | 2,674,330 | ||||
| Weighted Average number of shares outstanding | ||||||||
| Basic | 11,576,287 | 11,378,595 | ||||||
| Diluted | 11,576,287 | 11,421,940 | ||||||
| Basic adjusted EBITDA | $ | 0.41 | $ | 0.24 | ||||
| Diluted adjusted EBITDA | $ | 0.41 | $ | 0.23 | ||||
| (a)The reconciliation of adjusted EBITDA of non-controlling interest to net income attributable to non-controlling interest is as follows | ||||||||
| Net Income (loss) attributable to non-controlling interest | $ | 1,647,686 | $ | 1,394,056 | ||||
| Income Taxes | 321,973 | 198,923 | ||||||
| Depreciation and amortization | 358,180 | 440,302 | ||||||
| Interest expense | 251,658 | 354,624 | ||||||
| Interest (income) | (567,285 | ) | (590,170 | ) | ||||
| EBITDA | $ | 2,012,212 | $ | 1,797,735 | ||||
| Add back: | ||||||||
| Non-cash stock-based compensation | 5,062 | 12,659 | ||||||
| Adjusted EBITDA of non-controlling interest | $ | 2,017,274 | $ | 1,810,394 | ||||