NetSol TechnologiesInvestor Presentation

Najeeb Ghauri, CEO | Roger Almond, CFO March 2016

Safe Harbor StatementThis presentation may contain forward-looking statements relating to the development of NetSol Technologies’ 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 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. Any forward-looking statements contained herein speak only as of the date hereof. The Company undertakes no obligation to update or review any forward-looking statements.

This presentation may reference non-GAAP measures such as EBITDA. 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 EDITDA is not a measure of liquidity or of financial performance under Generally Accepted Accounting Principles (GAAP). The EDITDA 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. Investors are advised to carefully review and consider this information as well as the GAAP financial results that are disclosed in the Company’s SEC filings.2

NetSol Technologies, Inc.© 2011 All Rights Reserved

Global Experience in Providing Enterprise Solutions to the Leasing/Lending & Asset Finance

Industry

NetSol Technologies

NetSol Overview

Global Delivery & Support Centers

7 Global Team of Experts1500

+Global Client

Base200+

NASDAQ: NTWK

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Recognized leader in asset finance and leasing software• Top-tier global client base• Numerous multi-country implementations with global companies

Highly competitive portfolio of software solutions• Leading Asset Finance & Leasing Software serving critical

business functions• 200+ successful Implementations across Asia Pacific, US &

Europe• $200+ billion assets managed via system globally

Emerging from product transition period• Actualizing revenue from large value projects; Average deal size

is growing• Market endorsement by blue-chip multinationals on next-

generation product• Global opportunities for growth

Offshore delivery model• Talented team of offshore experts builds leverage in model

Banking Equipment Lease

Our Niche

Auto

Fin

ance

& L

easi

ng

Bank

& A

sset

Fin

ance

Equi

pmen

t Fi

nanc

e

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Strong Client Relationships

Auto

Fin

ance

& L

easi

ng

Bank

& A

sset

Fin

ance

Equi

pmen

t Fi

nanc

e

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6 Does not represent all customers. Provided for Illustrative purposes.

Continuing to Support and Upgrade Solutions

7

Product Portfolio

Primarily APAC Offering North America Product Offering

Europe Product Offering

In addition to NetSol’s other products, NTE also offers:

LeaseSoft Portal LeaseSoft Document

Manager LeaseSoft Auto-Decision

Engine LeaseSoft EDI Manager Evolve

Deployed as On-premise and as SaaS solution

Scalable from a basic offering to a collection of highly specialized add on modules

Partial technology set upgraded to Dot Net

A robust suite of five software applications

Each application is a complete system in itself

Can be used independently to address specific sub-domains of the leasing/financing cycle.

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Next-Gen. Solution:

Database

Credit Origination

and Decisioning

Contract Lifecycle

ManagementFloor plan Financing

LOSLoan Origination

System

CMSContract

Management System

WFSWholesale Finance

System

PortalsDealer Auditor

System / Customer Portal

Business Requirements

NFS Components

End - to – End Lease Lifecycle Management System

NFS Mobility Solutions

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A highly agile, easy-to-use, web-based

application – also accessible through mobile devices –

Ascent’s Loan Origination System (LOS) delivers an intuitive user

experience, with features that enable rapid data capture.

Loan OriginationSystem

LOSAscent’s Contract

Management System (CMS) is a powerful,

highly agile, functionally rich application for

managing and maintaining detailed

credit contracts throughout their lifecycle – from pre-activation and

activation to maturity.

Contract ManagementSystem

CMSThe system provides a powerful, seamless and

efficient system for automating and

managing the entire life cycle of wholesale finance. With floor

planning, dealer and inventory financing, it is

ideal for a culture of collaboration.

Wholesale FinanceSystem

WFS

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NASDAQ: NTWKNFS Ascent

Does not represent all deals. Provided for Illustrative purposes.10

Expanding Revenue Base$100 million NFS AscentTM contract underway

$8 million NFS AscentTM contract in U.K.

$16 million NFS AscentTM in Asia

$3 million NFSTM deal in China

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Long-term contracts create stable base to build upon

$100 Million Ascent ContractRepresents the largest contract in

NetSol’s history Implementing in 12 countries: Upgrading from NFS

to NFS Ascent and bringing into one new country Services and customization work will likely grow;

provides for further potential upside in the contract Maintenance recognized over 10-year period,

increasing from year five through 10Strong endorsement from long-standing client Provides top-tier reference on Ascent and ability of

platform to cater to complex regional requirements Leveraging strong interest by existing and new

clientele on exploring next generation solution suite to enhance competitiveness

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*$100 million based on license, maintenance and anticipated services to be rendered to each country

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New BusinessRegional and country specific implementations

Global presence and local expertise enable immediate leverage on future opportunities

Robust client track record enables retention and new business streamsEmerging market needs/Homegrown system updates

Wealth of knowledge from catering to large multinationals can be applied to future roadmap needs and new upgrade paths

Cost arbitrage gained from capitalizing on executed delivery through a developing nation with cutting edge resource pool

Continued support for NFS, LeaseSoft and LeasePak Leasing and financing growth plays important trend Continued support on different solution models

ensures flexibility in catering to different market segments in varying maturity lifecycles

Legacy system conversions Established upgrade pathway for clients Low risk equating and lower costs for existing

clients when deciding on change

New implementatio

ns

Competitive bid

Sole provider

Upgrades

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Established experts in the finance & Leasing spaceProven IT solution vendor – 19 years experience Trusted Partner – in depth understanding of our clients business needsTrusted Partner – in depth understanding of our clients business needs

2012 2013 2014 2015 2016

$39.8

$50.8

$36.4

$51.0

$62.0Total Revenue (in $millions)

Product transition year in 2014

Invested in growth: capacity and infrastructure

Returned to growth in 2015 $16 million NFS Ascent

contract propelled recovery

$62 million expected in fiscal 16

$100 million NFS Ascent just beginning

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Est. for FY 2016

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Return to Growth

Q1 '14

Q2 '14

Q3 '14

Q4 '14

Q1 '15

Q2 '15

Q3 '15

Q4 '15

Q1 '16

Q2 '16

$4.4 $5.4 $4.7

$6.2 $5.8 $6.9

$8.8 $10.6

$8.9

$12.2

Service Revenue Driving Growth Total Service Revenue (in $millions)

Product transition year in FY 2014

Invested in growth: capacity and infrastructure

Returned to growth in FY 2015

$16 million NFS Ascent contract propelled recovery

Joint venture services growing

Contributed $5.4 million in FY 2016

$62 million expected in FY 2016

$100 million NFS Ascent just the beginning

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Solid Maintenance Revenue

2011 2012 2013 2014 2015

$7.5 $7.9$9.5

$10.5

$12.6 Steady recurring revenue

established through long-term clients

Growing as client needs increase and new projects are implemented

$6.4 million for first six months of FY 2016

Total Maintenance Revenue (in

$millions)

15

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Stable Cost Structure

Ramped up hiring to serve multiple complex implementations concurrently

IT project and technical personnel include 870 employees dedicated to NFS™ and NFS Ascent™ at FY 2015 year-end

Focused on building leverage into model

Minimal net new hires moving forward

Bulk of Hiring Complete – Focused on Building Leverage

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2012 2013 2014 2015

657832

10421195

Investment in Technical Staff

Adjusted EBITDA

We are providing EBITDA because we believe it to be an important supplemental measure of our performance that is commonly used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. It should not be considered as an alternative to net income, operating income or any other financial measures calculated and presented, nor as an alternative to cash flow from operating activities as a measure of our liquidity. It may not be indicative of the Company’s historical operating results nor is it intended to be predictive of potential future results.

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Three Months Ended 9/30/2014 12/31/2014 3/31/2015 6/30/2015 9/30/20015 12/31/2015             Net Income (loss) before preferred dividend, per GAAP

$(1,838,029)

$(1,367,166)

$(1,636,245)

$(707,378)

$(411,028)

$875,065

Income Taxes and Interest Expense, net 55,250

28,870

55,538

109,370

91,284 310,132

Depreciation and amortization 2,382,340

2,238,756

2,463,619

3,259,099

1,765,407 1,747,082

EBITDA 599,561

900,460 882,912

2,661,091

1,445,663 2,932,279

Add back:            

Non-cash stock-based compensation 445,784

471,996 668,807

411,050

77,750 393,985

Adjusted EBITDA

$1,045,345

$1,372,456

1,551,719

$3,072,141

$1,523,413

$3,326,264              Adjusted EBITDA margin 10.22% 11.11% 11.87% 19.96% 11.45% 20.54%             Weighted Average number of shares outstanding diluted 9,213,324

9,654,334

9,937,750

10,233,625

10,392,669 10,548,922

Diluted adjusted EBITDA $0.11 $0.14 $0.16 $0.30 $0.15 $0.32

Financial Trends & Guidance

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  FY2011 FY2012 FY2013 FY2014 FY2015 FY2016 1HRevenue $36.5M $39.8M $49.8M $36.4M $51.0M  $29.5M Gross Margin 59.5% 54.1% 59.3% 23.8% 35.3% 45.6%Cash and Cash eqv. $4.2 $7.6 $7.9 $11.5 $14.2 $14.0

Guidance 2016 Fiscal YearTotal Expected Revenue $62 million minimum

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Conclusion

Improving financial outlook

Gaining references sites Emerging from transition period More consistent revenue

flow over longer period with next-generation product

Average deal size is growing

End of large infrastructure investment

Offshore delivery builds leverage in model

Strong maintenance and service revenue

Numerous multi-country implementations with global companies Easing of restrictions in

China, changing consumer purchasing in APAC countries, improving financing and leasing markets and technology refresh cycle

Favorable industry trends

Highly competitive solution in NFS AscentDemand for portfolio solutions

Global opportunities for growth

NASDAQ: NTWK

Contact UsCorporate Headquarters

24025 Park Sorrento Suite 410,Calabasas, CA 91302, United States

Phone+1 818-222-9195

E-mailinvestors@netsoltech.com

Websitewww.netsoltech.com