NETSOL TECHNOLOGIES INC
For the period ended Apr 28, 2026. Filed Apr 29, 2026.
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Apr 28, 2026 · Filed Apr 29, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A☒
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Filed by a Party other than the Registrant ☐
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| ☒ | Definitive Proxy Statement |
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NetSol Technologies, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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NOTICE OF ANNUAL MEETING
and
PROXY STATEMENT
Annual Meeting of Shareholders
NetSol Technologies, Inc.
16000 Ventura Blvd. Suite 770
Encino, CA 91436
June 18, 2026
NetSol Technologies, Inc.
https://netsoltech.com
April 29, 2026
Dear Fellow Shareholders, It has been one of the greatest privileges of my life to lead NetSol since we became a public company in 1999. In recognition of our 26 th anniversary as a publicly listed entity, we were invited by NASDAQ to ring the Opening Bell on December 18, 2025, an occasion that marked an important milestone in our journey.
Over the decades, I have had the opportunity to work alongside exceptional customers, team members, trusted partners and committed shareholders who have all played a role in shaping who we are today. Through multiple generations of products, changing markets and evolving technologies, one thing has remained constant: our drive for excellence, our dedication to our clients and to building a company designed to adapt rapidly to change.
Innovation and platform evolution
We have continued refining our Transcend Platform with a focus on modular deployment, improved usability and stronger data integration to help clients adapt to evolving operational and regulatory demands while managing costs. In parallel, Transcend AI Labs, our AI innovation hub, enables organizations across industries to innovate, automate and solve complex challenges.
Reflecting on FY25
FY25 marked steady progress, with stronger positions in core markets, expanded client relationships and deeper platform adoption, driven largely by long-standing partnerships.
Key developments included:
| ■ | Expansion agreement with a major automaker, increasing total contract value to over $30 million |
| ■ | A $16 million agreement signed with a major automaker in the United States to advance automotive retail capabilities |
| ■ | Multi-million-dollar transition of a leading Chinese auto finance provider to our Transcend Finance platform |
| ■ | Go-live of Transcend Finance in Australia for a longstanding Japanese equipment finance customer |
| ■ | Expanded use of Transcend Finance by a leading Chinese automaker following a strategic acquisition |
| ■ | A new strategic partnership with Hiltermann, supporting continued growth in Europe |
| ■ | Deployments and product expansions delivered for a UK-based, award-winning specialist finance brokerage |
The year also marked a structural shift, with broader platform adoption driving higher recurring revenue and full-year profitability through disciplined execution and cost control. We are recalibrating our go-to-market approach in the GCC region where expansion was slower than expected. China’s domestic growth moderated, but Chinese OEM expansion into regions where NetSol is already established (Southeast Asia, Europe and Latin America) is expected to benefit us.
FY26 to date
The current fiscal year has carried forward . In December ‘25 and early ‘26, we signed a $50 million, four-year extension with a global auto captive we’ve served for three decades, our largest milestone this year. Northridge Finance (a division of the Bank of Ireland) went live with Transcend Finance in the UK, a tier-one US-based auto captive went live with Transcend Finance in China under a $10+ million deal, Toyota Leasing Thailand upgraded to our latest Wholesale Finance System and we renewed a multi-million-dollar engagement with a tier-one multinational bank in the UK.
In digital automotive retail, Transcend Retail adoption continues to expand in the United States. Sonic Automotive, a Fortune 500 dealership group, initiated a discovery engagement to define the roadmap for an omnichannel retail platform and Transcend Retail went live at Porsche North Houston, part of Indigo Auto Group.
Our AI work is also moving from concept to production. We launched Check, our AI-driven credit decisioning engine, which enables lenders to assess risk with greater precision and accelerate approvals. We will have more to share on customer outcomes from Check in the quarters ahead.
The external environment remains dynamic, but our response has been consistent: stay close to clients, prioritize high-impact opportunities and remain anchored in long-term value creation.
Looking ahead
Looking forward, I remain optimistic as the business grows more durable, recurring and global, with exciting opportunities ahead.
Our priorities are clear:
| ■ | Drive predictable profitability and operating leverage as more of our revenues transition toward recurring, platform-based income |
| ■ | Strengthen cash flow generation through disciplined execution and efficiency |
| ■ | Invest in innovation, particularly in data infrastructure and AI, where we see meaningful long-term opportunity |
| ■ | Deepen client relationships while selectively expanding into new markets |
| ■ | Our guiding principle is always ‘customers first’ and our global team is committed to consistently delivering on the commitments we make |
I would like to thank our Board of Directors for their continued guidance and our team members from around the world whose dedication drives our success every day.
Above all, we will stay true to the principles that have guided us for decades: disciplined execution, long-term thinking and an unwavering commitment to our shareholders. With passion, I thank you for your continued trust and support in NetSol.
Sincerely,
Najeeb U. Ghauri
Founder, CEO and Chairman of the Board
NetSol Technologies Inc.
VOTING METHODS AVAILABLE TO YOU
Internet Visit the website identified in your proxy card. You will need the control number that appears on your proxy card when you access the web page.
Phone If your shares are held in the name of a broker, bank or other nominee: follow the telephone voting instructions, if any, provided on your voting instruction card. If your shares are registered in your name: in the US call toll free: (800) 370-1749 and international callers please call our toll number (212) 931-0873, and follow the telephone voting instructions.
Mail Sign, date and return your proxy card and return it in the enclosed postage pre-paid envelope.
During the Meeting-In Person Attend the 2025 Annual Meeting in person at the Company’s headquarters and vote by Ballot. Please note, our address for the meeting is 16000 Ventura Blvd., Suite 770, Encino, CA 91436.
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING, MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY DESIRE.
If the meeting is postponed or adjourned, voting will be extended to 11:59 p.m., Pacific Time, on the day before the reconvened meeting.
i
Table of Contents
| Notice of 2025 Annual Meeting of Shareholders | i |
|---|---|
| Proxy Summary | 1 |
| PROXY STATEMENT GENERAL INFORMATION | 4 |
| QUESTIONS AND ANSWERS ABOUT VOTING AND THE SHAREHOLDER MEETING | 4 |
| Business Overview -Highlights | 11 |
| Human Capital | 17 |
| Proposal 1: | |
| Election of Director Nominees | 18 |
| Proposal 2: | |
| Advisory Vote on Named Executive Officer Compensation | 20 |
| Proposal 3: | |
| Ratification of Appointment of Fortune CPA, Inc. to Serve as the Company’s Independent Auditors for Fiscal Year 2026 | 21 |
| Corporate Governance, Board Of Directors | 23 |
| Meeting and Board Committees | 23 |
| Audit Committee | 28 |
| Audit Committee Report | 29 |
| Nominating and Corporate Governance Committee | 30 |
| Compensation Committee | 33 |
| Director Compensation Policy | 37 |
| Director Compensation Table | 37 |
| Information about Director Nominees | 38 |
| Compensation Discussion and Analysis | 44 |
| Summary Compensation Table | 52 |
| Change in Control Payments | 55 |
| Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 58 |
| Voting Procedures | 60 |
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