NETSOL Technologies Ltd.
NETSOL IT Village (Software Technology Park), Lahore Ring Road, Ghazi Road Interchange, Lahore Cantt. 54792, Pakistan.
Email: [email protected]
Phone: +92 42 111-44-88-00
Web: www.netsolpk.com
FORM -25
Date: 30/04/2026

The General Manager,
Pakistan Stock Exchange Limited,
Stock Exchange Building,
Stock Exchange Road,
Karachi.

Subject: MATERIAL INFORMATION

Dear Sir,

In accordance with Section 96 of the Securities Act, 2015 and Clause 5.6.1(a) of PSX Regulations, we hereby convey the following information:

A. The Board of Directors of NETSOL Technologies Limited (the “Company”), in its meeting held on April 30, 2026, has resolved to recommend to the members, for their approval through a special resolution, the establishment of an Employee Share Option Scheme (“ESOS”) for eligible employees of the Company. The proposed Scheme shall be implemented in accordance with the requirements of Section 83A of the Companies Act, 2017 and the Companies (Further Issue of Shares) Regulations, 2020.

The salient features of the proposed ESOS, as recommended by the Board, are as follows:

Description	Board Recommendation
a) quantum of the issue;	Up to 5 million options, approximately 5.57% of existing paid-up Capital.
b) issue price per share and justification for the same;	The exercise price of the share options shall be determined at a discount of 50% to the closing market price of the Company’s shares on the date of grant, as considered appropriate by the Board, with a view to aligning the interests of employees with those of the shareholders and promoting the long-term growth and value of the Company.
c) consideration against which shares are proposed to be issued i.e. cash or other than cash;	Cash
d) name of person(s), their brief profile, existing shareholding, if any, in the company, to whom the shares are proposed to be issued;	The share options shall be granted to permanent employees of the Company, including members of senior management, based on their performance and such other criteria as may be determined by the Compensation Committee /Chief Executive Officer from time to time. Since the options are to be allocated under an ESOS, the specific names, profiles and shareholding details of the recipients will be identified at the time of grant.”
e) purpose of the issue;	To retain strategically important human capital within the Company for a longer period of time by offering long-term incentives and fostering a sense of ownership.

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Lahore Karachi Encino Austin London Horsham Sydney Beijing Tianjin Bangkok Jakarta Dubai
Pakistan Pakistan USA USA UK UK Australia China China Thailand Indonesia UAE

B. The Board of Directors of NETSOL Technologies Limited (the “Company”), has resolved to recommend to the members, for their approval through a special resolution, the sale of 2,690,251 million treasury shares to eligible employees in accordance with the Company’s Share Option Scheme and the applicable provisions of the Listed Companies (Buy-back of Shares) Regulations, 2019.

C. The Board of Directors has decided to convene an Extra-Ordinary General Meeting (EOGM) of the Company on June 03, 2026 at 11:00 a.m. at Lahore.

The Share Transfer Book of the Company will remain closed from May 28, 2026 to June 03, 2026 (both days inclusive). The transfer received in the office of the Company’s Share Registrar, M/s Vision Consulting Ltd., 5-C, LDA Flats, 2nd Floor, Lawrence Road, Lahore at the close of business on May 27, 2026 will be considered in time for the purpose of attending and voting at the meeting.”

Yours Sincerely,

SEHRISH
Company Secretary

C.C to:

1) The Director/HOD
Surveillance, Supervision and Enforcement Department
Securities and Exchange Commission of Pakistan,
NIC Building, 63 Jinnah Avenue, Blue Area
Islamabad.

2) Executive Director / HOD
Offsite-II Department, Supervision division,
Securities and Exchange Commission of Pakistan
63, N.I.C Building, Jinnah Avenue, Blue Area
Islamabad.

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Lahore
Pakistan
Karachi
Pakistan
Encino
USA
Austin
USA
London
UK
Horsham
UK
Sydney
Australia
Beijing
China
Tianjin
China
Bangkok
Thailand
Jakarta
Indonesia
Dubai
UAE

DISCLOSURE FORM

IN TERMS OF SECTIONS 96 AND 131 OF THE SECURITIES ACT, 2015

Name of Company
NETSOL Technologies Limited

Date of Report
April 30, 2026

Exact Name of Company as specified in its Memorandum.
NetSol Technologies Limited
NetSol IT Village (Software Technology Park)
Lahore Ring Road, Ghazi Road Interchange, Lahore Cantt. 54792.

Registered Address of the Company
Chief Executive Officer/Company Secretary
Tel: (+92-42) 111-44-88-00
Fax: (+92-42) 35701046, 35726740

Contact Information

DISCLOSURE OF INSIDE INFORMATION BY LISTED COMPANY:

The salient features of the proposed ESOS, as recommended by the Board, are as follows:

Description	Board Recommendation
a) quantum of the issue;	Up to 5 million options, approximately 5.57% of existing paid-up Capital.
b) issue price per share and justification for the same;	The exercise price of the share options shall be determined at a discount of 50% to the closing market price of the Company’s shares on the date of grant, as considered appropriate by the Board, with a view to aligning the interests of employees with those of the shareholders and promoting the long-term growth and value of the Company.
c) consideration against which shares are proposed to be issued i.e. cash or other than cash;	Cash
d) name of person(s), their brief profile, existing shareholding, if any, in the company, to whom the shares are proposed to be issued;	The share options shall be granted to permanent employees of the Company, including members of senior management, based on their performance and such other criteria as may be determined by the Compensation Committee /Chief Executive Officer from time to time. Since the options are to be allocated under an ESOS, the specific names, profiles and shareholding details of the recipients will be identified at the time of grant.”
e) purpose of the issue;	To retain strategically important human capital within the Company for a longer period of time by offering long-term incentives and fostering a sense of ownership.

Page 3 of 4

Lahore
Karachi
Encino
Austin
London
Horsham
Sydney
Beijing
Tianjin
Bangkok
Jakarta
Dubai
Pakistan
Pakistan
USA
USA
UK
UK
Australia
China
China
Thailand
Indonesia
UAE

B. The Board of Directors of NETSOL Technologies Limited (the "Company"), has resolved to recommend to the members, for their approval through a special resolution, the sale of 2,690,251 million treasury shares to eligible employees in accordance with the Company's Share Option Scheme and the applicable provisions of the Listed Companies (Buy-back of Shares) Regulations, 2019.

C. The Board of Directors has decided to convene an Extra-Ordinary General Meeting (EOGM) of the Company on June 03, 2026 at 11:00 a.m. at Lahore.

The Share Transfer Book of the Company will remain closed from May 28, 2026 to June 03, 2026 (both days inclusive). The transfer received in the office of the Company's Share Registrar, M/s Vision Consulting Ltd., 5-C, LDA Flats, 2nd Floor, Lawrence Road, Lahore at the close of business on May 27, 2026 will be considered in time for the purpose of attending and voting at the meeting."

SIGNATURE

Pursuant to the requirement of the Securities and Exchange Ordinance, 1969 (XVII of 1969) and the Securities Act, 2015, the Company has duly caused this form/statement to be signed on its behalf by the undersigned hereunto duly authorized.

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Lahore
Kakishi
Encinno
Austin
London
Horsham
Sydney
Beijing
Tianjin
Bangkok
Jakarta
Dubai
Pakistan
Pakistan
USA
USA
UK
UK
Australia
China
China
Thailand
Indonesia
UAE

AI assistant

NetSol Technologies Limited Share Issue/Capital Change 2026

72248_rns_2026-05-04_48bdf5af-5297-4287-9ea9-9bef87bc7565.pdf

Subject: MATERIAL INFORMATION

DISCLOSURE FORM

IN TERMS OF SECTIONS 96 AND 131 OF THE SECURITIES ACT, 2015

DISCLOSURE OF INSIDE INFORMATION BY LISTED COMPANY:

SIGNATURE

AI assistant

NetSol Technologies Limited — Share Issue/Capital Change 2026

72248_rns_2026-05-04_48bdf5af-5297-4287-9ea9-9bef87bc7565.pdf

Subject: MATERIAL INFORMATION

DISCLOSURE FORM

IN TERMS OF SECTIONS 96 AND 131 OF THE SECURITIES ACT, 2015

DISCLOSURE OF INSIDE INFORMATION BY LISTED COMPANY:

SIGNATURE

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