SEDAR Interim Financial Statements

SANGOMA TECHNOLOGIES CORPORATION Condensed consolidated interim financial statements for the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars) Bay-Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario, Canada M5H 2S7 Sangoma Technologies Corporation Three and six month periods ended December 31, 2025 and 2024 Table of contents Condensed consolidated interim statements of financial position 3 Condensed consolidated interim statements of loss and comprehensive loss 4 Condensed consolidated interim statements of changes in shareholders’ equity 5 Condensed consolidated interim statements of cash flows 6 Notes to the condensed consolidated interim financial statements 7-26 December 31 June 30 Note 2025 2025 $ $ Assets Current assets Cash and cash equivalents 4 17,123 13,494 Trade and other receivables 4 9,317 15,131 Inventories 6 7,257 8,227 Sales tax receivable — 231 Income tax receivable 673 484 Contract assets 1,135 1,172 Derivative assets 14 129 254 Other current assets 4,276 3,629 39,910 42,622 Non-current assets Property and equipment 7 5,252 6,433 Right-of-use assets 8 6,617 7,215 Intangible assets 9 74,960 91,124 Development costs 10 8,452 8,438 Deferred income tax assets 1,128 1,711 Goodwill 12 186,840 186,840 Contract assets 1,539 1,752 Derivative assets 14 4 41 Other non-current assets 724 369 325,426 346,545 Liabilities Current liabilities Accounts payable and accrued liabilities 4,16(i) 15,438 15,552 Provisions 13 166 172 Sales tax payable 2,993 4,012 Income tax payable 237 647 Operating facility and loans 14 20,600 20,600 Contract liabilities 15 4,846 7,037 Lease obligations on right-of-use assets 8 1,522 1,456 45,802 49,476 Long term liabilities Operating facility and loans 14 17,000 27,300 Contract liabilities 15 2,735 2,695 Non-current lease obligations on right-of-use assets 8 6,085 6,752 Deferred income tax liabilities 2,519 4,297 Other non-current liabilities 1,244 1,830 75,385 92,350 Shareholders’ equity Share capital 380,271 380,126 Contributed surplus 21,207 20,949 Accumulated other comprehensive (loss) income (159) 65 Accumulated deficit (151,278) (146,945) 250,041 254,195 325,426 346,545 Approved by the Board (Signed) Al Guarino Director (Signed) Allan Brett Director The accompanying notes are an integral part of these condensed consolidated interim financial statements. Sangoma Technologies Corporation Condensed consolidated interim statements of financial position As at December 31, 2025, and June 30, 2025 (Unaudited in thousands of US dollars, except per share data) 3 Three month periods ended Six month periods ended December 31, December 31, Note 2025 2024 2025 2024 $ $ $ $ Revenue 18 51,450 59,113 102,268 119,263 Cost of sales 13,204 18,625 27,217 37,594 Gross profit 38,246 40,488 75,051 81,669 Expenses Sales and marketing 12,752 12,599 24,477 25,155 Research and development 10 10,412 10,323 21,725 21,665 General and administration 8,807 10,175 16,053 20,135 Amortization of intangible assets 9 7,992 8,199 16,164 16,397 Interest expense (net) 4, 8 ,14 476 1,105 1,125 2,483 Restructuring and business integration costs 139 242 702 242 Loss before income tax (2,332) (2,155) (5,195) (4,408) Provision for income taxes Current 11 232 883 760 1,374 Deferred 11 (568) (1,157) (1,622) (1,991) Net loss (1,996) (1,881) (4,333) (3,791) Other comprehensive loss Items to be reclassified to net loss Loss in fair value of interest rate swaps, net of tax 11,14 (54) (74) (12 --- 1) (398) Foreign currency translation adjustment (182) — (103) — Comprehensive loss (2,232) (1,955) (4,557) (4,189) Loss per share Basic and diluted 16(iii) $ (0.06) $ (0.06) $(0.13) $(0.11) Weighted average number of shares outstanding Basic and diluted 16(iii) 33,118,878 33,419,116 33,224,316 33,478,400 The accompanying notes are an integral part of these condensed consolidated interim financial statements. Sangoma Technologies Corporation Condensed consolidated interim statements of loss and comprehensive loss For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 4 Note Number of common shares Share capital Contributed surplus Accumulated other comprehensive earnings (loss) Retained earnings (accumulated deficit) Total shareholders' equity # $ $ $ $ $ Balance, July 1, 2024 33,340,159 380,986 20,053 626 (141,935) 259,730 Net loss — — — — (3,791) (3,791) Change in fair value of interest rate swaps, net of tax 11, 14 — — — (398) — (398) Common shares issued for RSU exercised 16(i),16(ii) 252,375 1,394 (1,394) — — — Share-based compensation expense 16(ii) — — 1,766 — — 1,766 Balance, December 31, 2024 33,592,534 382,380 20,425 228 (145,726) 257,307 Balance, July 1, 2025 33,262,910 380,126 20,949 65 (146,945) 254,195 Net loss — — — — (4,333) (4,333) Change in fair value of interest rate swaps, net of tax 11, 14 — — — (121) — (121) Change in cumulative impact of foreign currency — — — (103) — (103) Common shares issued under employee share purchase plan 16(i) 12,033 72 — — — 72 Common shares issued for RSU exercised 16(i),16(ii) 195,115 1,101 (1,101) — — — Common shares purchased and cancelled, net of tax 16(i) (270,694) (1,028) — — — (1,028) Share-based compensation expense 16(ii) — — 1,359 — — 1,359 Balance, December 31, 2025 33,199,364 380,271 21,207 (159) (151,278) 250,041 The accompanying notes are an integral part of these condensed consolidated interim financial statements. Sangoma Technologies Corporation Condensed consolidated interim statements of changes in shareholders' equity For the six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 5 Six month periods ended December 31, Note 2025 2024 Operating activities $ $ Net loss (4,333) (3,791) Adjustments for: Depreciation of property and equipment 7 1,709 2,091 Depreciation of right-of-use assets 8 768 1,331 Amortization of intangible assets 9 16,164 16,397 Amortization of development costs 10 3,108 2,946 Income tax recovery 11 (862) (617) Income tax paid (862) (422) Share-based compensation expense 16(ii) 1,359 1,766 Unrealized foreign exchange gain (loss) (125) 17 Accretion expense 8 121 161 Loss on disposal of property and equipment 7 135 131 Changes in working capital Trade and other receivables 1,314 4,585 Inventories 970 1,651 Sales tax receivable 231 (45) Contract assets 250 477 Other assets (1,002) 905 Sales tax payable (1,019) (691) Accounts payable and accrued liabilities (114) (2,325) Provisions (6) — Other non current liabilities (586) 943 Contract liabilities (2,151) (1,470) Net cash provided by operating activities 15,069 24,040 Investing activities Purchase of property and equipment 7 (663) (947) Development costs 10 (3,138) (3,295) Proceeds from sale of VoIP Supply LLC 19 4,500 — Net cash flows provided by (used in) investing activities 699 (4,242) Financing activities Repayments of operating facility and loan 14 (10,300) (17,450) --- Repayment of lease obligations on right-of-use assets 8 (883) (1,514) Common shares issued under employee share purchase plan 16(i) 72 — Common shares purchased and canceled 16(i) (1,028) — Net cash flows used in financing activities (12,139) (18,964) Increase in cash and cash equivalents 3,629 834 Cash and cash equivalents, beginning of the period 13,494 16,231 Cash and cash equivalents, end of the period 17,123 17,065 The accompanying notes are an integral part of these condensed consolidated interim financial statements. Sangoma Technologies Corporation Condensed consolidated interim statements of cash flows For the six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 6 1. General information Founded in 1984, Sangoma Technologies Corporation (“Sangoma” or the “Company”) is publicly traded on the Toronto Stock Exchange (TSX: STC) and NASDAQ (NASDAQ: SANG). The Company was incorporated in Canada, and its legal name is Sangoma Technologies Corporation. Its primary operating subsidiaries as of December 31, 2025 are Sangoma Technologies Inc., and Sangoma US Inc.. As a result of the reorganization activities completed during fiscal 2025, Sangoma US Inc. is now the single operating subsidiary in the United States of America responsible for all businesses in the United States. Sangoma is a leading provider of hardware and software components that enable or enhance Internet Protocol Communications Systems for both telecom and datacom applications. Enterprises, small to medium sized businesses (“SMBs”) and telecom operators globally rely on Sangoma’s technology as part of their mission critical infrastructures. The product line includes data and telecom boards for media and signal processing, as well as gateway appliances and software. The Company is domiciled in Ontario, Canada. The address of the Company’s registered office is Bay-Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7 and the Company operates in multiple jurisdictions. 2. Significant accounting policies Statement of compliance and basis of presentation These interim financial statements for the three and six month periods ended December 31, 2025 and 2024 have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). These interim financial statements do not include all of the disclosures required by International Financial Reporting Standards (“IFRS Accounting Standards”) for annual consolidated financial statements and accordingly should be read in conjunction with the Company’s audited consolidated financial statements for the year ended June 30, 2025 (“annual financial statements”) prepared in accordance with IFRS Accounting Standards. 3. Significant accounting judgements, estimates and uncertainties These unaudited condensed consolidated interim financial statements were prepared using the same basis of presentation, accounting policies and methods of computation as those of the audited consolidated financial statements for the year ended June 30, 2025. They were prepared using the same critical estimates and judgments in applying the accounting policies as those of the audited consolidated financial statements for the year ended June 30, 2025. The preparation of the unaudited condensed consolidated interim financial statements requires Management to make judgments, estimates and assumptio --- ns that affect the application of accounting policies and reported assets, liabilities, revenue and expenses, consistent with those described in the Company’s annual financial statements and as described in these interim financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with the corresponding effect on profit or loss, when, and if, better information is obtained. Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 7 4. Financial instruments The fair values of the cash, trade and other receivables, other current assets, accounts payable and accrued liabilities approximate their carrying values due to the relatively short-term nature of these financial instruments. The fair values of operating facility and loans approximate their carrying values due to variable interest loans or fixed rate loan, which represent market rate. Derivative assets and liabilities are recorded at fair value. Cash and cash equivalents are comprised of: December 31 June 30 2025 2025 $ $ Cash at bank and on hand 17,107 13,494 Restricted cash 16 — Cash and cash equivalents 17,123 13,494 Cash includes demand deposits with financial institutions and cash equivalents consist of short-term, highly liquid investments purchased with original maturities of three months or less. As at December 31, 2025 and June 30, 2025 the Company had no demand deposits and cash equivalents. The Restricted cash is held for shares repurchased under the Normal Course Issuer Bid (“NCIB”). Interest expense (net) comprises of total interest income and interest expense for financial assets or financial liabilities that are not at fair value through profit or loss, and can be summarized as follows: The Company earns interest income from its liquidable money market deposit account to generate steady cash flows and to manage liquidity. The interest rate on the account is variable based on prevailing market rate. Three month periods ended Six month periods ended December 31 December 31 Note 2025 2024 2025 2024 $ $ $ $ Interest income (106) (10) (247) (21) Interest expense 14 512 1,037 1,251 2,343 Accretion expense 8 70 78 121 161 Interest expense (net) 476 1,105 1,125 2,483 The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include credit risk, liquidity risk, foreign currency risk, interest rate risk and market risk. Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 8 Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. Where possible, the Company uses an insurance policy with Export Development Canada (“EDC”) for its trade receivables to manage this risk and minimize any exposure. December 31 June 30 Note 2025 2025 $ $ Trade receivables 9,317 10,631 Proceeds due o --- n sale of VoIP Supply LLC 19 — 4,500 Trade and other receivables 9,317 15,131 As at June 30, 2025, the Company recorded $4,500 in respect of proceeds due on the the sale of VoIP Supply LLC. (note 19 ), all of which was received during the six month periods ended December 31, 2025. The Company’s maximum exposure to credit risk for its trade receivables is summarized as follows with some of the over 90-day receivable not being covered by EDC: December 31 June 30 2025 2025 $ $ Trade receivables aging: 0-30 days 7,308 9,294 31-90 days 1,368 812 Greater than 90 days 989 1,021 9,665 11,127 Expected credit loss provision (348) (496) Net trade receivables 9,317 10,631 The movement in the provision for expected credit losses can be reconciled as follows: December 31 June 30 2025 2025 $ $ Expected credit loss provision: Expected credit loss provision, beginning balance (496) (1,369) Net change in expected credit loss provision during the period 148 873 Expected credit loss provision, ending balance (348) (496) The Company applies the simplified approach to provide for expected credit losses as prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables and contract assets. The expected credit loss provision is based on the Company’s historical collections and loss experience and incorporates forward- looking factors, where appropriate. Substantially all of the Company’s cash and cash equivalents are held with major Canadian and US financial institutions and thus the exposure to credit risk is considered insignificant. Management actively monitors the Company’s exposure to credit risk under its financial instruments, including with respect to trade receivables. Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 9 Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support its normal operating requirements. The Company coordinates and align this planning and budgeting process with its financing activities through its capital management process. The Company holds sufficient cash and cash equivalents and working capital, maintained through stringent cash flow management, to ensure sufficient liquidity is maintained. The following are the undiscounted contractual maturities of significant financial liabilities of the Company as at December 31, 2025: within 12 months 13-24 months 25-36 months >36 months Total $ $ $ $ $ Accounts payable and accrued liabilities 15,438 — — — 15,438 Sales tax payable 2,993 — — — 2,993 Operating facility and loans 20,600 14,038 2,962 — 37,600 Lease obligations on right of use assets 1,730 1,530 1,214 3,889 8,363 Other non-current liabilities — — — 1,244 1,244 40,761 15,568 4,176 5,133 65,638 Foreign currency risk A portion of the Company’s transactions occur in a foreign currency (Australian Dollar (AUD), Canadian Dollars (CAD), Columbia Peso (COP), Euros (EUR), Great British Pounds (GBP), Indian Rupees (INR), and Philippine Peso (PHP), therefore, the Company is exposed to foreign currency risk at the end of the reporting period through its foreign denominated cash, trade receivables, contract asse --- ts, accounts payable and accrued liabilities. As at December 31, 2025, a 10% depreciation or appreciation of the AUD, CAD, COP, EUR, GBP, INR, and PHP currencies against the U.S. dollar would have resulted in an approximate $59 (June 30, 2025 - $58) increase or decrease, respectively, in total comprehensive loss. Interest rate risk The Company’s exposure to interest rate fluctuations is with its credit facility (Note 14) which bears interest at a floating rate. As at December 31, 2025, a change in the interest rate of 1% per annum would have an impact of approximately $321 (December 31, 2024 - $484) per annum in finance costs. The Company also entered an interest rate swap arrangement for its loan facility (Note 14) to manage the exposure to changes in SOFR-rate based interest rate. As described in detail in Note 14, the fair value of the interest rate swaps are a current asset of $129 and non- current asset of $4 on December 31, 2025 (June 30, 2025 - current asset of $254 and non-current asset of $41). 5. Capital management The Company’s objectives in managing capital is to safeguard the Company’s assets, to ensure sufficient liquidity to sustain the viability of the future development of the business via advancement of its significant research and development efforts, to conservatively manage financial risk and to maximize investor, creditor, and market confidence. The Company considers its capital structure to include its shareholders’ equity and operating facilities and loans. Working capital is optimized via stringent cash flow policies surrounding disbursement, foreign currency exchange and investment decision-making. There have been no changes in the Company’s approach to capital management during the period, and apart from the financial covenants as discussed in Note 14, the Company is not subject to any other capital requirements imposed by external parties. Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 10 6. Inventories Inventories recognized in the condensed consolidated interim statements of financial position are comprised of: December 31 June 30 2025 2025 $ $ Finished goods 3,387 4,310 Components and parts 4,705 5,263 8,092 9,573 Provision for obsolescence (835) (1,346) Net inventory carrying value 7,257 8,227 Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 11 7. Property and equipment Office furniture Stockroom and computer Software and production Tradeshow Leasehold Note equipment equipment equipment improvements Total Cost $ $ $ $ $ $ Balance at July 1, 2024 5,974 500 15,656 47 510 22,687 Additions 804 — 1,587 — — 2,391 Disposals (3) — (606) — — (609) Disposal of VoIP Supply LLC 19 (113) (82) — — — (195) Balance at June 30, 2025 6,662 418 16,637 47 510 24,274 Additions 130 — 342 — 191 663 Disposals — — (433) — — (433) Balance at December 31, 2025 6,792 418 16,546 47 701 24,504 Accumulated depreciation Balance at July 1, 2024 4,179 456 9,207 47 404 14,293 Depreciation expense 721 15 3,295 — 35 4,066 Disposals — — (389) — — (389) Disposal of VoIP Supply LLC 19 (74) (55) — — — (129) Balance at June 30, 2025 4,826 416 12,113 47 439 17,841 Depreciation expense 508 2 1 --- ,183 — 16 1,709 Disposals — — (298) — — (298) Balance at December 31, 2025 5,334 418 12,998 47 455 19,252 Net book value as at: Balance at June 30, 2025 1,836 2 4,524 — 71 6,433 Balance at December 31, 2025 1,458 — 3,548 — 246 5,252 For the three and six month periods ended December 31, 2025, depreciation expenses of $175 and $335 (December 31, 2024- $209 and $420) were recorded in general and administration expense in the condensed consolidated interim statements of loss and comprehensive loss. Depreciation expenses in the amounts of $647 and $1,374 were included in cost of sales for the three and six month periods ended December 31, 2025 (December 31, 2024 - $797 and $1,671). For the three and six month periods ended December 31, 2025, loss on disposal of $22 and $135 (December 31, 2024- $55 and $131) were recorded in general and administration expense in the condensed consolidated interim statements of loss and comprehensive loss. Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 12 8. Leases: Right-of-use assets and lease obligations The Company’s lease obligations and right-of-use assets are presented below: Note Right-of-use assets $ Present value of leases Balance as at July 1, 2024 19,757 Additions 93 Terminations (4,504) Disposal of VoIP Supply LLC 19 (1,149) Balance at June 30, 2025 14,197 Additions 170 Balance at December 31, 2025 14,367 Accumulated depreciation and repayments Balance as at July 1, 2024 9,593 Depreciation expense 2,564 Terminations (4,072) Disposal of VoIP Supply LLC 19 (1,103) Balance at June 30, 2025 6,982 Depreciation expense 768 Balance at December 31, 2025 7,750 Net book value as at: June 30, 2025 7,215 December 31, 2025 6,617 Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 13 Note Lease obligations $ Present value of leases Balance as at July 1, 2024 11,284 Additions 93 Repayments (2,924) Accretion expense 301 Terminations (502) Effects of movements on exchange rates 5 Disposal of VoIP Supply LLC 19 (49) Balance at June 30, 2025 8,208 Additions 170 Repayments (883) Accretion expense 121 Effects of movements on exchange rates (9) Balance at December 31, 2025 7,607 Lease Obligations - Current 1,522 Lease Obligations - Non-current 6,085 7,607 Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 14 9. Intangible assets Other Purchased Customer purchased Note technology relationships Brand intangibles Total $ $ $ $ $ Cost Balance at July 1, 2024 110,123 126,456 6,787 2,748 246,114 Disposal of VoIP Supply LLC 19 — (1,160) (1,050) — (2,210) Balance at June 30, 2025 110,123 125,296 5,737 2,748 243,904 Balance at December 31, 2025 110,123 125,296 5,737 2,748 243,904 Accumulated amortization Balance at July 1, 2024 59,259 55,769 4,210 2,748 121,986 Amortization expense 17,385 14,793 590 — 32,768 Disposal of VoIP Supply LLC 19 — (1,160) (814) — (1,974) Balance at June 30, 2025 76,644 69,402 3,986 2,748 152,780 Amortization expense 8,512 7,397 255 — 16,164 Balance at December 31, 2025 85,1 --- 56 76,799 4,241 2,748 168,944 Net book value as at: Balance at June 30, 2025 33,479 55,894 1,751 — 91,124 Balance at December 31, 2025 24,967 48,497 1,496 — 74,960 For the three and six month periods ended December 31, 2025, amortization of intangible assets were $7,992 and $16,164 (December 31, 2024 - $8,199 and $16,397). Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 15 10. Development costs Cost $ Balance at July 1, 2024 17,702 Additions 6,448 Investment tax credits (174) Balance at June 30, 2025 23,976 Additions 3,138 Investment tax credits (16) Balance at December 31, 2025 27,098 Accumulated amortization Balance at July 1, 2024 (9,892) Amortization (5,646) Balance at June 30, 2025 (15,538) Amortization (3,108) Balance at December 31, 2025 (18,646) December 31 June 30 2025 2025 $ $ Net capitalized development costs 8,452 8,438 Amortization expense is included in research and development expense in the consolidated interim statements of loss and comprehensive loss. For the three and six month periods ended December 31, 2025, amortization were $1,573 and $3,108 (December 31, 2024 - $1,520 and $2,946). In addition to the above amortization, the Company has recognized $8,839 and $18,617 of engineering expenditures as expenses during the three and six month periods ended December 31, 2025 (December 31, 2024 - $8,803 and $18,719). Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 16 11. Income tax The Company income tax expense is determined as follows: Three month periods ended Six month periods ended December 31 December 31 2025 2024 2025 2024 Statutory income tax rate 25.81 % 25.76 % 25.81 % 25.76 % $ $ $ $ Loss before income tax (2,332) (2,155) (5,195) (4,408) Expected income tax recovery (604) (554) (1,343) (1,135) Difference in foreign tax rates 5 4 20 4 Share based compensation 214 268 351 455 Other non deductible expenses (12) (33) (21) (57) Changes in estimates 2 — 9 1 Scientific Research and Experimental Development (SR&ED) 9 23 25 43 Changes in tax benefits not recognized 50 18 97 72 Income tax recovery (336) (274) (862) (617) The Company’s income tax expense is allocated as follows: $ $ $ $ Current tax expense 232 883 760 1,374 Deferred income tax recovery (568) (1,157) (1,622) (1,991) Income tax recovery (336) (274) (862) (617) 12. Goodwill The carrying amount and movements of goodwill was as follows: Note $ Balance at July 1, 2024 187,502 Disposal of VoIP Supply LLC 19 (662) Balance at June 30, 2025 186,840 Balance at December 31, 2025 186,840 There is no addition to goodwill for the three and six month periods ended December 31, 2025. The Company has evaluated for triggers of impairment at December 31, 2025 and has not identified any indicators of impairment. Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 17 13. Provisions $ Balance at July 1, 2024 405 Provision reversed during the period (233) Balance at June 30, 2025 172 Provision reversed during the period (6) Balance at December 31, 2025 --- 166 The provisions represent the Company’s best estimate of the value of the products sold in the current financial period that may be returned in a future period. 14. Operating facility and loan and derivative assets and liabilities (a) Operating facility and loan (i) On October 18, 2019, the Company entered into a loan facility with two banks and drew down $34,800. This loan is repayable on a straight-line basis through quarterly installment of $1,450, and was scheduled to be fully repaid on September 30, 2025. On March 24, 2025, the Company issued the repayment notice for the prepayment of the remaining balance of $2,900. On March 31, 2025, the remaining balance of $2,900 was paid in full. The balance outstanding against this term loan facility as of December 31, 2025 is $nil (June 30, 2025 - $nil). (ii) On March 31, 2021, the Company amended its term loan facility with its lenders and drew down a second loan of $52,500 to fund part of the acquisition of StarBlue Inc. The second loan is repayable, on a straight-line basis, through quarterly payments of $2,188 and matures on February 28, 2027. The balance outstanding against this term loan facility as of December 31, 2025 is $10,938 (June 30, 2025 - $15,313). As at December 31, 2025, $8,750 (June 30, 2025 - $8,750) is classified as current and $2,188 (June 30, 2025 - $6,563) is classified as long-term in the condensed consolidated interim statements of financial position. (iii) On March 28, 2022, the Company amended its term loan facility with its lenders and drew down a third loan of $45,000 to fund part of the acquisition of NetFortris Corporation. The loan is repayable, on a straight-line basis, through quarterly payments of $1,875 and is due to mature on March 31, 2028. On June 28, 2022, the Company amended its term loan facility with its lenders, the amended repayment for the first twelve quarterly payments of $788 and $2,963 thereafter. The first quarterly repayment of $2,963 was made on June 30, 2025. The balance outstanding against this term loan facility as of December 31, 2025 is $26,662 (June 30, 2025 - $32,587). As at December 31, 2025, $11,850 (June 30, 2025 - $11,850) is classified as current and $14,812 (June 30, 2025 - $20,737) is classified as long-term in the condensed consolidated interim statements of financial position. On June 4, 2024, the Company entered into the third amendment to the Second Amended and Restated Credit Agreement to reflect certain administrative amendments. (iv) On April 6, 2023 the Company increased the amount of the revolving credit facility from $6,000 to $20,000 and the amount of the swingline credit facility from $1,500 to $5,000. As of December 31, 2025, there is no outstanding balance on the revolving credit facility (June 30, 2025 - $nil). For the three and six month periods ended December 31, 2025, the Company incurred interest costs to service its borrowing facilities, comprising of the loans and operating facilities, in the amount of $512 and $1,251 (December 31, 2024 - $1,037 and $2,343). During the three and six month periods ended December 31, 2025, the Company borrowed $nil (December 31, 2024 - $nil) in term loans and repaid $5,150 and $10,300 Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 18 (December 31, 2024 - $4,425 and $8,850) in term loans. Dur --- ing the three and six month periods ended December 31, 2025, the Company repaid $nil (December 31, 2024 - $4,300 and $8,600) in revolving credit facility. Under its credit agreements with its lenders, the Company must satisfy certain financial covenants, principally in respect of total funded debt to earnings before interest, taxes and amortization (“EBITDA”), and debt service coverage ratio. As at December 31, 2025, and June 30, 2025 the Company was in compliance with all covenants related to its credit agreements. (b) Derivative assets and liabilities The Company uses derivative financial instruments to hedge its exposure to interest rate risks. All derivative financial instruments are recognized as either assets or liabilities at fair value on the condensed consolidated interim statements of financial position. Upon entering into a hedging arrangement with an intent to apply hedge accounting, the Company formally documents the hedge relationship and designates the instrument for financial reporting purposes as a fair value hedge, a cash flow hedge, or a net investment hedge. When the Company determines that a derivative financial instrument qualifies as a cash flow hedge and is effective, the changes in fair value of the instrument are recorded in accumulated other comprehensive loss, net of tax in the condensed consolidated interim statements of financial position and will be reclassified to earnings when the hedged item affects earnings. The interest rate swap arrangement with two banks became effective on January 31, 2020, with a maturity date of December 31, 2024. The notional amount of the swap agreement at inception was $17,400 and decreases in line with the term of the loan facility. Effective March 31, 2022, Sangoma US Inc. entered into a fixed rate swap transaction worth $43,750 over a five year period and terminating on February 28, 2027. As of December 31, 2025, the notional amount of the interest rate swap was $10,938 (June 30, 2025 – $15,313). The interest rate swap has a weighted average fixed rate of 1.80% (June 30, 2025 – 1.80%) and have been designated as an effective cash flow hedge and therefore qualifies for hedge accounting. As at December 31, 2025, the fair value of the interest rate swap assets were valued at current of $129 (June 30, 2025 - $254) and non-current $4 (June 30, 2025 – $41). The current and non-current derivative assets were recorded in the condensed consolidated interim statements of financial position. For the three and six month periods ended December 31, 2025, the change in fair value of the interest rate swaps, net of tax, were a loss of $54 and a loss of $121 (December 31, 2024 – a loss of $74 and a loss of $398) was recorded in other comprehensive loss in the condensed consolidated interim statements of loss and comprehensive loss. The fair value of interest rate swap is determined based on the market conditions and the terms of the interest rate swap agreement using the discounted cash flow methodology. Any differences between the hedged SOFR rate and the fixed rate are recorded as interest expense on the same period that the related interest is recorded for the loan facility based on the SOFR rate. 15. Contract liabilities Contract liabilities, which includes deferred revenues, represent the future performance obligations to customers in respect of services or customer activation fees for which consideration has been received upfront and is recognized over the expected term of the custome --- r relationship. Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 19 Contract liabilities as at December 31, 2025, and June 30, 2025 are below: $ Opening balance, July 1, 2024 12,654 Revenue deferred during the period 36,627 Deferred revenue recognized as revenue during the period (39,549) Ending balance, June 30, 2025 9,732 Revenue deferred during the period 47,701 Deferred revenue recognized as revenue during the period (49,852) Ending balance, December 31, 2025 7,581 Contract liabilities - Current 4,846 Contract liabilities - Non-current 2,735 7,581 16. Shareholders' equity (i) Share capital The Company’s authorized share capital consists of an unlimited number of common shares without par value. As at December 31, 2025 and 2024, the Company’s issued and outstanding common shares consist of the following: Three month periods ended Six month periods ended December 31 December 31 2025 2024 2025 2024 # # # # Shares issued and outstanding: Outstanding, beginning of the period 33,329,755 33,537,684 33,262,910 33,340,159 Shares issued under employee share purchase plan — — 12,033 — Shares purchased and cancelled (195,949) — (270,694) — Shares issued upon exercise of RSUs 65,558 54,850 195,115 252,375 Outstanding, end of the period 33,199,364 33,592,534 33,199,364 33,592,534 During the three and six month periods ended December 31, 2025, a total of 65,558 and 195,115 (December 31, 2024 – 54,850 and 252,375) shares were issued upon the exercise of Restricted Share Units, and the Company recorded a charge of $344 and $1,101 (December 31, 2024 – $338 and $1,394) from contributed surplus to share capital. In September 2024 the Company adopted the Employee Stock Purchase Plan ("ESPP"). The first offering period began on January 15, 2025, with the first purchase under the plan occurring on July 15, 2025. Under the Plan, the Share-based compensation expense related to the ESPP is measured based on the grant date at fair value of the expected discount to be provided to the employees who are registered in the plan. The Company recognizes share based compensation expense related to shares issued pursuant to the ESPP on a straight-line basis over the offering period, which is 6 months. The ESPP allows employees to purchase shares of the Company's common stock at a 10 percent discount from the Company’s stock price on the last day of the offering period. Under the plan, employees may withdraw from the plan at any time during the offering period. Other changes to the percentage contributions can be made at any time during the offering period but will only take effect the next offering period. The ESPP does not include any buy-back provisions or price protection against reductions in share price. Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 20 During the three and six month periods ended December 31, 2025, a total of nil and 12,033 (December 31, 2024 – nil) shares were issued upon the exercise of ESPP, and the Company recorded a total of $72 (December 31, 2024 – $nil) to share capital. On March 25, 2025, the Company announced its intention to make an Normal Course Issuer Bid (“NCIB”) with respect t --- o its Shares. Pursuant to the NCIB, the Company may, during the 12-month period commencing March 27, 2025 and ending no later than March 26, 2026, purchase up to 1,679,720 shares, representing 5% of the total number of 33,594,409 shares outstanding as of March 17, 2025, through the facilities of the TSX, the Nasdaq Global Select Market or alternative Canadian trading systems. Under the term of the NCIB, during the three and six month periods ended December 31, 2025, the Company purchased a total of 195,949 common shares (December 31, 2024 – nil) at an average price of $5.02 per share (December 31, 2024 - $nil), for total consideration of $985 (December 31, 2024 - $nil). During the six month period ended December 31, 2025, a total of 195,949 (December 31, 2024 – nil) of those common shares were settled and the Company recorded a total reduction of $1,028 (December 31, 2024 - $nil) in share capital for the value of the 195,949 common shares repurchased and settled in the period and the remaining 74,745 common shares repurchased in the fourth quarter of fiscal 2025 and canceled in fiscal 2026. In connection with the NCIB, the Company entered into an automatic share purchase plan ("ASPP") with a designated broker for the purpose of allowing the Company to purchase its common shares under the NCIB during self-imposed trading blackout periods. Under the ASPP, the broker is authorized to repurchase common shares during blackout periods, without consultation with the Company, on predefined terms, including share price, time period and subject to other limitations imposed by the Company and subject to rules and policies of the TSX and applicable securities laws, such as a daily purchase restriction. The Company did not provide its Broker with instructions to continue purchasing under its NCIB during the blackout period following the end of the first six month period of fiscal 2026. As at December 31, 2025, the Company had no liability and was not required to pay the designated broker under the ASPP. (ii) Share based payments On December 13, 2022, the Company’s shareholders approved the Omnibus Equity Incentive Plan (the “Plan”), which replaces the previous share option plan (the “Legacy Plan”). No further grants will be made under the Legacy Plan. Under the Plan, the Company may grant participants Options, Deferred Share Units (DSUs), Performance Share Units (PSUs), Restricted Share Units (RSUs), and Employee Share Purchase Plan (ESPP). The DSUs, PSUs, RSUs are redeemable either for one common share or for an amount in cash equal to the fair market value of one common share (at the option of the Company and as set out in the participant’s equity award agreement). All DSUs, PSUs and RSUs and are accounted for as equity-settled awards. DSUs generally vest immediately and become redeemable once a director no longer serves on the board of the Company. RSUs vest over a three-year period after the date of grant. The expense is measured based on the fair value of the awards at the grant date. PSUs vest in full at the end of a three-year period. the final amount is based 100% on market-based performance targets. The expense related to the PSUs is measured based on the fair value of the awards at the grant date using the Monte Carlo simulation. Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except --- per share data) 21 For the three and six month periods ended December 31, 2025, the Company recognized share-based compensation expense in the amount of $830 and $1,359 (December 31, 2024 - $1,038 and $1,766). Stock Options Under the Plan (and previously under the Legacy Plan), employees are periodically granted share options to purchase common shares at prices not less than the market price of the common shares on the day prior to the date of grant or the volume weighted average trading price per share on the TSX during the five trading days immediately preceding the grant date. The fair value of each option grant is estimated at the date of grant using the Black-Scholes option pricing model. Expected volatility is determined by the amount the Company’s daily share price fluctuated over a period commensurate with the expected life of the options. During the six month period ended December 31, 2025 and December 31, 2024, the Company did not grant any options. The following table shows the movement in the stock option plan: Number Weighted of options average price # $ Balance, July 1, 2024 462,346 15.21 Expired (3,534) 12.51 Forfeited (29,701) 16.63 Balance, December 31, 2024 429,111 15.13 Balance, July 1, 2025 381,686 15.62 Expired (24,914) 16.27 Forfeited (1,304) 7.88 Balance, December 31, 2025 355,468 15.60 The following table summarizes information about the stock options outstanding and exercisable at the end of each period: Six month periods ended December 31, 2025 2024 Number of Weighted Number of Weighted Number of stock options average Number of stock options average stock options outstanding and remaining stock options outstanding remaining Exercise price outstanding exercisable contractual life outstanding and exercisable contractual life $7.01 - $9.00 74,221 65,261 1.50 103,831 70,231 2.50 $9.01 - $12.00 61,166 61,166 0.42 74,975 69,225 0.42 $12.01 - $15.00 42,000 39,397 1.25 43,878 30,767 2.25 $15.01 - $18.00 98,807 98,807 0.50 115,565 102,406 1.50 $18.01 - $20.00 22,856 22,856 0.50 22,856 18,604 1.50 $20.01 - $27.00 56,418 56,418 0.11 68,006 64,069 1.11 355,468 343,905 0.72 429,111 355,302 1.57 Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 22 Share Units The following table summarizes information about the DSUs, PSUs and RSUs granted, exercised and forfeited during the six month period ended December 31, 2025. DSU PSU RSU Total Awards outstanding July 1, 2024 172,086 499,800 607,157 1,279,043 Awards granted during the period 64,356 271,000 271,000 606,356 Awards exercised during the period — — (252,375) (252,375) Awards forfeited during the period — (52,500) (25,623) (78,123) Awards outstanding December 31, 2024 236,442 718,300 600,159 1,554,901 Awards outstanding July 1, 2025 236,442 688,300 465,042 1,389,784 Awards granted during the period 78,000 — — 78,000 Awards exercised during the period — — (195,115) (195,115) Awards forfeited during the period — (75,000) — (75,000) Awards outstanding December 31, 2025 314,442 613,300 269,927 1,197,669 During the six month period ended December 31, 2025, a total of 78,000 DSUs were granted (December 31, 2024 – 64,356). The fair value of each DSU issued during the six month period ended December 31, 2025 is $5.00 per share (December 31, 2024 – $6.06). During the six month period ended December 31, 2025, --- a total of nil PSUs were granted (December 31, 2024 – 271,000). The average fair value tied to market-based performance targets for each PSU issued during the six month period ended December 31, 2025 is $nil per share (December 31, 2024 – $6.68 ) using the Monte Carlo simulation. The key assumptions used in the Monte Carlo simulation are: Six month periods ended December 31 2025 2024 Fair value per share $— $6.68 Expected volatility —% 64.00% Time to expiry 0 years 2.76 years Risk-free interest rate —% 3.42% During the six month period ended December 31, 2025, a total of nil RSUs were granted (December 31, 2024 – 271,000). The average fair value of each RSU issued during the six month period ended December 31, 2025 is $nil per share (December 31, 2024 –$5.65 ). During the six month period ended December 31, 2025, a total of 195,115 RSUs were exercised and settled through the issuance of common shares (December 31, 2024 – 252,375). Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 23 (iii) Loss per share Both the basic and diluted loss per share have been calculated using the net loss attributable to the shareholders of the Company as the numerator. Three month periods ended Six month periods ended December 31 December 31 2025 2024 2025 2024 Number of shares: Weighted average number of shares outstanding 33,118,878 33,419,116 33,224,316 33,478,400 Weighted average number of shares used in basic and diluted earnings per share 33,118,878 33,419,116 33,224,316 33,478,400 Net loss $ (1,996) $ (1,881) $ (4,333) $ (3,791) Loss per share Basic and diluted $ (0.06) $ (0.06) $ (0.13) $ (0.11) Potentially diluted shares relating to DSUs, PSUs, RSUs, and stock options as set-out below have been excluded from the calculation of the diluted number of shares as the impact would be anti dilutive. Six month periods ended December 31 2025 2024 DSU 314,442 236,442 PSU 613,300 718,300 RSU 269,927 600,159 Stock options 355,468 429,111 1,553,137 1,984,012 17. Related parties The Company’s related parties include key management personnel and directors. Unless otherwise stated, none of the transactions incorporated special terms and conditions and no guarantees were given or received. Outstanding balances payable are usually settled in cash and relate to director fees. The Company had incurred no related party transactions and had no outstanding balance with related parties as of and for the six month periods ended December 31, 2025 and 2024. Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 24 18. Segment disclosures The Company operates as one operating segment in the development, manufacturing, distribution and support of voice and data connectivity components for software-based communication applications. The Company’s assets are primarily located in the United States of America (“USA”). The Company sells into two major geographic centers: USA and Others. The Company has determined that it has a single reportable segment as the Company’s decision makers review information on a consolidated basis. Revenues for group of similar products and services can be summarized for the three and six month periods ende --- d December 31, 2025 and 2024 as follows: Three month periods ended Six month periods ended December 31 December 31 2025 2024 2025 2024 $ $ $ $ Products 3,871 10,306 7,811 20,763 Services 47,579 48,807 94,457 98,500 Total revenues 51,450 59,113 102,268 119,263 The sales in each of these geographic locations for the three and six month periods ended December 31, 2025 and 2024 as follows: Three month periods ended Six month periods ended December 31 December 31 2025 2024 2025 2024 $ $ $ $ USA 48,904 55,670 97,242 112,423 Others 2,546 3,443 5,026 6,840 Total revenues 51,450 59,113 102,268 119,263 The non-current assets, in US dollars, in each of the geographic locations as at December 31, 2025, and June 30, 2025 are below: December 31 June 30 2025 2025 $ $ USA 281,000 299,041 Others 4,516 4,882 Total non-current assets 285,516 303,923 Non-current assets included in Others primarily consists of assets held in Canada. Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 25 19. Disposal of VoIP Supply LLC As disclosed in note 20 of the annual financial statement for the year ended June 30, 2025, during fiscal 2025, the Company initiated plans for the disposal of substantially all of the assets and liabilities from VoIP Supply LLC, as part of its strategic realignment. In accordance with the criteria set out in IFRS 5, the Company determined that the assets and liabilities at VoIP Supply LLC met the criteria of a disposal group. The associated assets and liabilities within the disposal group were measured at the lower of their carrying amounts and fair value less costs to sell. VoIP Supply LLC did not represent a separate operating segment under IFRS 8, as the Company considers the entire business of the Company from a single operating segment perspective and assesses the performance of the segment based on measures of profit and loss as well as assets and liabilities. As a result, the operating results of VoIP Supply LLC were not determined to meet the criteria of a discontinued operation under IFRS 5. On June 30, 2025, the Company completed the sale of the VoIP Supply LLC to PVG Technology Holdings, LLC for a total aggregate purchase price of $4,500 (the “Transaction”) which was recorded as a receivable at June 30, 2025 and collected during the six month periods ended December 31, 2025. 20. Authorization of the consolidated financial statements The condensed consolidated interim financial statements were authorized for issuance by the Board of Directors on February 4, 2026. Sangoma Technologies Corporation Notes to the condensed consolidated interim financial statements For the three and six month periods ended December 31, 2025 and 2024 (Unaudited in thousands of US dollars, except per share data) 26