NETSOL Technologies Inc.

Good morning, and welcome to the NetSol Technologies second quarter and six-month ended December 31st, 2025 earnings conference call. On the call today, our founder and chief executive officer of NetSol Technologies, Inc., Najeeb Gowri, co-founder and president, Naeem Gowri, chief financial officer, Sardar Abu-Babkar, and Senior Vice President, Legal and Corporate Affairs, General Counsel, and Corporate Secretary, Patty McGlasson. I will now hand the call over to Patty, who will provide the necessary disclaimers regarding forward-looking statements made during today's call. Patty, please go ahead.

Good morning, everyone, and thank you for joining us today. After we review the company's business highlights and financial results for the second quarter and six months ending December 31, 2025, we will open the call for questions. Before we begin, I'd like to remind you that our remarks today may include forward-looking statements within the meaning of the federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements reflect management's current expectations and are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied. We encourage you to review the cautionary statements and risk factors contained in NETFL's press release issued earlier today. as well as in our filings with the Securities and Exchange Commission, including our most recent Form 10-K and quarterly reports on Form 10-Q. I'd also like to note that today's discussion will include certain non-GAAP financial measures. A reconciliation of these measures to their most direct comparable GAAP figures can be found in the press release issued earlier today. Lastly, please remember that this call is being recorded and will be available for replay on our website at netsaltech.com and through a link included in today's press release. At this time, all participants are in listen-only mode. Following their prepared remarks, we will open the call for Q&A session. I will now hand the call over to our founder and CEO, Najeeb Ghori. Najeeb?

Thank you, Patty. Good morning, everyone. And thank you for joining Nestle Technologies' call to review our results for the second quarter and six months ended December 31, 2025. We delivered a strong second quarter of fiscal 2026. Total net revenues increased 21% year-over-year to $18.5 million, driven by higher services revenues and growth in our recurring subscription and support revenues. Services revenues grew 41%, primarily from new implementations for major customers. As these implementations move through go-live and expansion phases, We believe they can support recurring subscription and support revenues over time. I'm pleased with strong balance sheet. Our current ratio of 2.3 reflects strong liquidity, giving us substantial flexibility for growth initiatives. I'd like to hide the strategic progress we made during the quarter across product innovation, customer momentum, and leadership. Firstly, on product and innovation, we launched our Loan Regeneration Platform, or CHEC. Our AI-enabled credit decisioning engine, CHEC, is designed to modernize credit underwriting by combining deep reasoning, intelligent automation, and agentic workflows to support faster, smarter, and more consistent credit decisions. It is an important extension of our Transcend platform and reflects our focus on building high-margin products that expand long-term revenue opportunities. Second, on customer momentum, we strengthened a key relationship with a $50 million four-year contract extension with a Tier 1 global auto captive and long-standing partner. This extension reinforces customer trust, provides meaningful revenue visibility, and validates the scalability of our platform. In addition, Transcend Retail continued to gain traction in the U.S. market with new dealer groups and franchised dealerships signing on during the quarter. Demand for digital automotive retail solutions remains strong, and these wins support our strategy to expand recurring revenue while increasing our footprint in a high-potential growth market. Finally, we continue to strengthen our leadership team to support our next phase of growth. During the quarter, we appointed Sardar Abu Bakr as Chief Financial Officer with Roger Armand transitioning to serve as a chief accounting officer. Together, they bring deep financial expertise and will help maintain strong governance, discipline, and transparency as we continue to scale globally. Overall, these milestones reflect solid execution across innovation, customer expansion, and leadership. We remain focused on sustainable growth, deepening customer partnerships, and advancing our position as a trusted technology partner, helping OEMs, dealerships, and financial institutions sell, finance, lease, and manage assets end-to-end. Looking ahead, our pipeline multi-year contracts and recurring revenue base provide visibility into near-term in long-term performance. We remain focused on discipline execution and continued progress on growth and profitability. And now, I'd like to turn the call over to our president, Naeem Ghori, who will share an update on Nestle's journey and latest development with AI and how we are leveraging this transformative technology in both our products and across our operations. Naeem.

Thank you, Najeeb, and good morning, everyone. I'd like to share a brief update on our AI strategy and progress. Over the past year, our focus has been to embed AI across the Transcend platform and our internal operations horizontally. Not as a stand-on feature, but as workflow capabilities that drive measurable outcomes for our customers. We have built a shared AI layer with reusable components and governance built in so we can deploy AI consistently across products while maintaining reliability, auditability, and human oversight. Our teams work closely with customers to integrate AI into real-world workflows so we can adapt general models into domain-specific capabilities tied to ROI and operational impact. AI at NetSol is now integrated into our product development lifecycle, supported by dedicated teams, shared tooling, and an integrated roadmap that helps us scale AI in a repeatable way, with evaluation and monitoring designed in from the start. A good example, as Najee mentioned, is Check. Our AI enables credit decisioning capability within our loan origination product. It combines reasoning, automation, and agentic workflows to help underwriting teams move faster with greater precision while keeping humans in the loop. In parallel, we are applying AI internally horizontally to streamline delivery and improve productivity, and we are also exploring value-based pricing approaches for select AI-enabled capabilities. Overall, we believe this strengthens differentiation, supports operating leverage, and positions us to scale AI value responsibility across our business. With that, I'll turn the call over to our CFO, Sardar Abubakar, to review the financial results. Abu?

Thank you, Naeem, and good morning, everyone. I will begin with our financial results for the second quarter of fiscal year 2026, followed by results for the six months ended December 31st, 2025. For the second quarter of fiscal 2026, total net revenues increased 21.1% to $18.8 million, compared with $15.5 million in the prior year period, driven primarily by higher services revenues and higher subscription and support revenues. On a constant currency basis, total net revenues were also 18.8 million. Subscription and support revenues increased approximately 5.1% to 9.1 million, compared with 8.6 million in the prior year period. On a constant currency basis, subscription and support revenues were 9.2 million. Service revenues increased 40.9% to 9.6 million, compared with 6.8 million in the prior year period. Total service revenues on a constant currency basis were $9.6 million. Gross profit was $9 million or 48% of net revenues. On a constant currency basis, gross profit was $9 million or 47.8% of net revenues. Cost of sales was $9.8 million or 52% of net revenues compared with $8.6 million or 55.5% of net revenues in the second quarter of fiscal 2025. On a constant currency basis, cost of sales was $9.8 million or 52.2% of net revenues. The increase primarily reflected increased salaries and travel costs, even though the margin has improved. Income from operations was $1.3 million compared with a loss from operations of $0.5 million in the second quarter of fiscal 2025. On a constant currency basis, income from operations was $1.3 million. Foreign currency movements contributed a gain of $0.05 million in the quarter, compared with $0.7 million loss for the prior year period. Moving to non-GAAP, EBITDA for the quarter was $1.7 million, compared with a loss of $0.8 million in the second quarter of fiscal 2025. Overall, the quarter reflected strong top-line growth driven by implementation activity, along with continued subscription and support performance. We also delivered meaningful profitability improvement versus the prior year, supported by gross margin expansion and improved operating leverage. Turning now to the six months ended December 31st, 2025, total net revenues were $33.8 million compared with $30.1 million in the prior year period. On a constant currency basis, total net revenues were $33.5 million. Recurring subscription and support revenues increased 7.2% to $18 million, compared with 16.8 million in the prior year period. On a constant currency basis, recurring subscription and support revenues were 17.9 million. Service revenues increased 17.9% to 15.6 million, compared with 13.2 million in the prior year period. On a constant currency basis, services revenues were 15.5 million. Gross profit was 14.9 million, or 44.2% of net revenues, compared with 13.5 million or 44.8% of net revenues in the prior year period. On a constant currency basis, gross profit was 14.6 million or 43.5% of net revenues. Cost of sales was 18.9 million or 55.8% of net revenues, compared with 16.7 million or 55.3% of net revenues in the prior year period. On a constant currency basis, cost of sales was 18.9 million or 56.5% of net revenues. Gap net loss attributable to net sold for the six months totaled 2.1 million or 18 cents per diluted share compared with a gap net loss of 1.1 million or 9 cents per diluted share in the prior year period. On a constant currency basis, gap net loss attributable to net sold was 2.5 million or 21 cents per diluted share. Non-GAAP EBITDA for the six months ended December 31st, 2025 was a loss of 0.1 million compared with a non-GAAP EBITDA loss of 0.5 million for the prior year period. Turning to the balance sheet, cash and cash equivalents were 18.1 million at December 31st, 2025 compared with 17.4 million at June 30th, 2025. Working capital was 26.4 million compared with 26.6 million and net sold stockholders' equity was $35.9 million, or $3.04 per share. For the first half of fiscal 2026, we delivered continued revenue growth across both recurring and services businesses while maintaining a solid balance sheet and liquidity position. I'll now hand over the call back to Najib.

Thank you, Abu Bakr. Looking ahead, we remain confident in our ability to capitalise and opportunities across our markets. We will continue investing in our product portfolio, including AI-enabled capabilities across the Transcend platform, while expanding our global footprint and enhancing our solutions to meet evolving client needs. Our focus on long-term customer relationships, supported by a strong pipeline of recurring and services engagements, position us well for continued progress. With that context, we have increased our full-year fiscal 2026 revenue growth guidance to nearly $73 million or better, supported by our current pipeline and continued investment in go-to-market initiatives and our unified AI-enabled Transcend platform. While macroeconomic and currency dynamics remain a consideration, our diversified business model, execution discipline, and resilient customer base provide a solid foundation for the remainder of the fiscal year. Overall, our first half performance reinforces our view that Nestle is well positioned to achieve our full year objectives and continue creating value for our customers and shareholders. With that operator, please open the line for questions and answers.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Thank you. Our first question comes from the line of Todd Felty with Stonex Group. Please proceed with your question.

Hey, congratulations on a great quarter. I think the $18.8 million may be an all-time record for quarterly revenues, so that's great to see. wanted to ask about your margins. I know you had some recent hires and some travel expenses, but as those new hirees get up to speed, do you expect continued margin improvement? And where do you think your margins will kind of stabilize out at?

Thank you, Todd. Absolutely, we are anticipating improving margins in the coming quarters and the next fiscal year. As you said, rightly, we are continuously investing in our growth strategy. It means travel, new employees, building new platforms, so forth. So I think the growth margin will improve, absolutely, and I think I can have you and Naeem and Abu jump in to add further.

Yeah, I'll just add a little bit more color. So essentially, the new hirings are primarily in the AI teams. and we see that continuing for a period. We're also incurring some expense on cross-training. So what we have is a very aggressive plan to cross-train our existing workforce across horizontally in every department from HR to software engineering and testing, accounting, admin. So literally we are touching every single area business segment. So internally, we are very, very confident that within the next six months, we will have a major transformation, phase one completed. And we'll go on to more advanced training as we go forward in the rest of the calendar year.

Does that help? Yeah, I appreciate that. Yeah, while I got you... I was wanting also to ask about the non-controlling interest and how that is computed. I know that took a big chunk out of our earnings per share this quarter.

You want to answer, Abu, just talking about the Pakistan subsidiary, right?

Sure. So if I could, Todd, just go back to your previous question first, and then we'll come back to this one just to add some color. Sure. To take on what Naj and Naeem said, we will continue to invest in the right areas that will propel our future growth, but margin improvement both at a gross and at a net level is going to be important for our profitability story and our journey going forward. You probably will see just very quickly that our GP percentage of revenues this quarter versus the preceding quarter was up 48% as compared to 44.5%. Cost of sales was down. Similarly, this quarter is 55.5% compared to the equivalent quarter of 52%. And then EBITDA, which is an important metric, of course, clocked at about a 9% margin compared to a loss in the equivalent quarter last year. I think what gives me confidence, Todd, in addition to that, is that our liquidity position is solid. The current ratio, but also our debt-to-equity ratio it gives us an opportunity to continue to invest in exciting growth markets, and I think we're at the intersection of both software, financial services, and mobility. Now, coming to your second question on minority interest controlling, if I understood that question, you were saying that how is that computed? That's correct. If you could just mention that again.

Yeah, just how is it computed? I know that there was a nice profit for the Pakistani subsidiary and I showed you took a $715,000 loss on that non-controlling interest.

Yeah, we follow the standard definitions applied in GAAP for non-controlling interest, so the Pakistani subsidiary is owned majority, but there is a 30% minority interest, and we follow the standard definitions as per calculation for GAAP. Roger, if you want to add to that, you can feel free to add if I've missed anything.

No, I think you have that correct. So, Todd, if you look at our Pakistani entity there, we own almost 70%, 30% is held by non-controlling interest. So, as they have, you know, recorded a very nice profit for the quarter or for the six months, then the 30% of their profit would then get allocated to the non-controlling interest piece. Based on the consolidation, all of their revenues would be included up in our revenues and costs and our costs, et cetera. And then non-controlling interest is then calculated down at one number in the bottom. So that's, we follow the gap process as Abu had mentioned.

Okay, that's helpful. So basically the better that the subsidiary does, it will add to your revenues, but if it's really profitable, you know, a third of that will have to be written off in a non-controlling interest.

Correct.

So, Todd, yes. So as a subsidiary and not an affiliate, we will consolidate all revenues and costs. But from the profit share, you're right. Any earnings are split on a 70-30 basis between the parent and minority interests.

Okay, that's helpful. And then finally, to allude to your comments about the strong financial position the company's in, As a shareholder, we see the stock still trading just barely above book value. Have you thought about allocating some of that $18 million in cash, a small amount to either a stock buyback or maybe a small dividend? I think, Todd, thank you. Go ahead.

Todd, thank you for asking the question. We did that a couple years ago, and we always open to the same approach. But as soon as we can decide between the boats, then we'll get back to you accordingly. Okay, that's all for me. But Todd, I want to thank you especially for taking time to visit us a few months ago. It shows your commitment and belief in our company. So thank you so much for your long-term view.

It was great to visit you, and I'll jump back in the queue. Thank you so much.

Thanks, Doc.

As a reminder, if you would like to ask a question, press star 1 on your telephone keypad. One moment, please, while we re-poll for any additional questions. We have no further questions at this time. Mr. Guari, I'd like to turn the floor back over to you for closing comments.

Thank you for joining today's call. Sorry, Todd, you want to come back?

Yeah, I thought Todd wanted to come back. He's going back in the queue. Is he in the queue over there?

Todd, if you want to hit star one again.

No, I think it's okay. It's fine.

Okay, yep.

Well, thank you for joining us.

I'm sorry, he did jump back in. Todd, your line is live.

Okay, I'm good with that. Again, congratulations on a great quarter, and I look forward to future success.

And do come back again to Encino, California, Todd. Thank you for joining us today. Ongoing interest in Netsol. We look forward to updating you on our continued progress in the coming quarters. Have a nice day.

Ladies and gentlemen, this does conclude today's teleconference. You may disconnect your lines at this time. Thank you for your participation and have a wonderful day.

Thank you, operator.