6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2025

Commission File Number: 001-41175

Sangoma Technologies Corporation

(Exact name of Registrant as specified in its charter)

N/A

(Translation of registrant's name into English)

100 Renfrew Drive

Suite 100

Markham, Ontario, Canada L3R 9R6

(905) 474-1990

(Address and telephone number of registrant’s principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [ ] Form 40-F [ X ]

INCORPORATION BY REFERENCE

Exhibits 99.1 and 99.2 of this Form 6-K is incorporated by reference as an additional exhibit to the registrant's Registration Statements on Form F-10 (File No. 333-261071) and Form F-3 (File No. 333-270918).

DOCUMENTS INCLUDED AS PART OF THIS REPORT

Exhibit
99.1	Unaudited Condensed Consolidated Interim Financial Statements of the Registrant for the three and nine month periods ended March 31, 2025 and 2024
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Registrant for the three and nine month periods ended March 31, 2025 and 2024
99.3	Press Release dated May 8, 2025, titled “Sangoma Announces Third Quarter Fiscal 2025 Results”
99.4	Form 52-109F2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations)
99.5	Form 52-109F2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Sangoma Technologies Corporation
Date: May 8, 2025	By:	/s/ Larry Stock
		Name: Larry Stock
		Title: Chief Financial Officer

Document

SANGOMA TECHNOLOGIES CORPORATION

Condensed consolidated interim financial statements for the

three and nine month periods ended March 31, 2025 and 2024

(Unaudited in thousands of US dollars)

100 Renfrew Drive, Suite 100,

Markham, Ontario,

Canada L3R 9R6

Sangoma Technologies Corporation

Three and nine month periods March 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	7-27
Sangoma Technologies Corporation
---
Condensed consolidated interim statements of financial position
As at March 31, 2025, and June 30, 2024
(Unaudited in thousands of US dollars, except per share data)				March 31,	June 30,
---	---	---	---
	Note	2025	2024
		$	$
Assets
Current assets
Cash and cash equivalents	4	17,291	16,231
Trade and other receivables	4	9,943	18,596
Inventories	6	9,716	14,768
Sales tax receivable		263	485
Income tax receivable		277	956
Contract assets		1,239	1,479
Derivative assets	15	312	727
Assets held for sale	20	5,324	—
Other current assets		3,992	3,867
		48,357	57,109
Non-current assets
Property and equipment	7	6,638	8,394
Right-of-use assets	8	8,182	10,164
Intangible assets	9	99,296	124,128
Development costs	10	7,715	7,810
Deferred income tax assets		2,032	2,334
Goodwill	12	186,841	187,502
Contract assets		1,919	2,418
Derivative assets	15	86	320
Other non-current assets		369	466
		361,435	400,645
Liabilities
Current liabilities
Accounts payable and accrued liabilities	4,17(i)	19,007	21,450
Provisions	13	290	405
Sales tax payable		4,050	5,955
Income tax payable		138	115
Operating facility and loans	15	20,600	19,875
Contract liabilities	16	7,130	9,582
Liabilities directly associated with assets held for sale	20	2,496	—
Lease obligations on right-of-use assets	8	2,013	2,722
		55,724	60,104
Long term liabilities
Operating facility and loans	15	32,450	57,950
Contract liabilities	16	2,714	3,072
Non-current lease obligations on right-of-use assets	8	7,237	8,562
Deferred income tax liabilities		6,166	9,895
Other non-current liabilities		1,887	1,332
		106,178	140,915
Shareholders’ equity
Share capital		382,596	380,986
Contributed surplus		19,699	20,053
Accumulated other comprehensive income		116	626
Accumulated deficit		(147,154)	(141,935)
		255,257	259,730
		361,435	400,645		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 loss and comprehensive loss
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)
		Three month periods ended		Nine month periods ended
---	---	---	---	---	---
		March 31,		March 31,
	Note	2025	2024	2025	2024
Revenue	19	58,067	61,046	177,330	186,350
Cost of sales		18,028	18,046	55,622	55,336
Gross profit		40,039	43,000	121,708	131,014
Expenses
Sales and marketing		12,949	13,653	38,104	44,822
Research and development	10	10,466	10,189	32,131	29,509
General and administration		8,991	10,652	29,126	32,978
Amortization of intangible assets	9	8,199	8,251	24,596	24,974
Interest expense (net)	4,15	871	1,718	3,354	5,175
Restructuring and business integration costs		272	—	514	1,491
Loss on change in fair value of consideration payable	14	—	—	—	202
Loss before income tax		(1,709)	(1,463)	(6,117)	(8,137)
Provision for income taxes
Current	11	1,092	1,135	2,466	1,799
Deferred	11	(1,373)	(1,330)	(3,364)	(2,985)
Net loss		(1,428)	(1,268)	(5,219)	(6,951)
Other comprehensive (loss) income
Items to be reclassified to net (loss) income
Change in fair value of interest rate swaps, net of tax	11,15	(112)	39	(510)	(535)
Comprehensive loss		(1,540)	(1,229)	(5,729)	(7,486)
Loss per share
Basic and diluted	17(iii)
Weighted average number of shares outstanding
Basic and diluted	17(iii)	33,437,452	33,156,525	33,521,932	33,249,351

All values are in US Dollars.

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 nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)
	Note	Number of common shares	Share capital	Contributed surplus	Accumulated other comprehensive earnings	Retained earnings (accumulated deficit)	Total shareholders' equity
---	---	---	---	---	---	---	---
		#	$	$	$	$	$
Balance, July 1, 2023		33,038,367	379,924	18,132	1,335	(133,276)	266,115
Net loss		—	—	—	—	(6,951)	(6,951)
Change in fair value of interest rate swaps, net of tax	15	—	—	—	(535)	—	(535)
Common shares issued for RSU exercised	17(i),17(ii)	294,500	1,020	(1,020)	—	—	—
Share-based compensation expense	17(ii)	—	—	2,282	—	—	2,282
Balance, March 31, 2024		33,332,867	380,944	19,394	800	(140,227)	260,911
Balance, July 1, 2024		33,340,159	380,986	20,053	626	(141,935)	259,730
Net loss		—	—	—	—	(5,219)	(5,219)
Change in fair value of interest rate swaps, net of tax	15	—	—	—	(510)	—	(510)
Common shares issued for RSU exercised	17(i),17(ii)	304,933	1,688	(1,688)	—	—	—
Common shares purchased and cancelled	17(i)	(17,529)	(78)	—	—	—	(78)
Shares repurchase commitments under the automatic share purchase plan	17(i)	—	—	(949)	—	—	(949)
Share-based compensation expense	17(ii)	—	—	2,283	—	—	2,283
Balance, March 31, 2025		33,627,563	382,596	19,699	116	(147,154)	255,257

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 nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)				Nine month periods ended
---	---	---	---
			March 31,
	Note		2025	2024
Operating activities			$	$
Net loss			(5,219)	(6,951)
Adjustments for:
Depreciation of property and equipment	7		3,073	3,292
Depreciation of right-of-use assets	8		1,971	2,206
Amortization of intangible assets	9		24,596	24,974
Amortization of development costs	10		4,516	3,200
Income tax recovery	11		(898)	(1,186)
Income tax refunds (paid)			(1,157)	1,374
Share-based compensation expense	17(ii)		2,283	2,282
Unrealized foreign exchange loss			(28)	(144)
Accretion expense	8		234	303
Loss on disposal of property and equipment	7		186	296
Loss on change in fair value of consideration payable	14		—	202
Changes in working capital
Trade and other receivables			6,845	2,188
Inventories			2,679	1,795
Sales tax receivable			222	(68)
Contract assets			739	574
Other assets			(162)	401
Sales tax payable			(1,897)	988
Accounts payable and accrued liabilities			(1,273)	(2,355)
Provisions			(115)	199
Other non current liabilities			875	723
Contract liabilities			(2,810)	(1,750)
Net cash provided by operating activities			34,660	32,543
Investing activities
Purchase of property and equipment	7		(1,569)	(2,695)
Development costs	10		(4,938)	(4,819)
Net cash flows used in investing activities			(6,507)	(7,514)
Financing activities
Repayments of operating facility and loan	15		(24,775)	(13,275)
Repayment of lease obligations on right-of-use assets	8		(2,240)	(2,425)
Payment of consideration payable	14		—	(2,096)
Common shares purchased and cancelled	17(i)		(78)	—
Net cash flows used in financing activities			(27,093)	(17,796)
Increase in cash and cash equivalents			1,060	7,233
Cash and cash equivalents, beginning of the period			16,231	11,156
Cash and cash equivalents, end of the period			17,291	18,389

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)

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, its legal name is Sangoma Technologies Corporation and its primary operating subsidiaries as of March 31, 2025 are Sangoma Technologies Inc., Sangoma US Inc., NetFortris Corporation, and VoIP Supply LLC. On December 31, 2024, the Company completed the merger of Digium Inc; Star2Star Communications LLC and VoIP Innovations LLC into Sangoma US Inc. During the three months ended March 31, 2025, the Company determined that VoIP Supply LLC met the criteria for assets held for sale (note 20).

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 100 Renfrew Dr., Suite 100, Markham, Ontario, L3R 9R6 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 nine month periods ended March 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, 2024 (“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, 2024 with the exception at note 3(a) below. 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, 2024.

The preparation of the interim financial statements requires Management to make judgments, estimates and assumptions 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 nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)

3a.    Assets held for sale

When a disposal group is classified as held for sale, the assets and liabilities of the disposal group are aggregated and presented as separate line items, respectively, on the consolidated statement of financial position. Comparative periods are not restated on the consolidated statement of financial position.

Assets held for sale are not depreciated and are measured at the lower of carrying value and fair value less costs to sell. The determination as to whether a disposal group meets the requirements to be classified as held for sale and the asset and liabilities to be included within the disposal group, requires management to exercise judgement when making these determinations.

Management must also exercise judgement when determining at which date all of the criteria are satisfied to be classified as held for sale. Management must also use estimates when determining the fair value less costs to sell of the disposal group to assess if the carrying value of the disposal group is greater than its recoverable amount.

As at March 31, 2025, the Company reclassified the VoIP Supply LLC as assets held for sale as disclosed in Note 20.

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:

	March 31,	June 30,
	2025	2024
	$	$
Cash at bank and on hand	16,668	16,231
Restricted cash	623	—
Cash and cash equivalents	17,291	16,231

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 March 31, 2025 and June 30, 2024 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.

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)				Three month periods ended		Nine month periods ended
---	---	---	---	---	---
		March 31,		March 31,
	Note	2025	2024	2025	2024
		$	$	$	$
Interest income		(72)	(5)	(93)	(19)
Interest expense	15	870	1,630	3,213	4,891
Accretion expense	8	73	93	234	303
Interest expense (net)		871	1,718	3,354	5,175

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.

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.

	March 31,	June 30,
	2025	2024
	$	$
Trade receivables	9,943	16,025
Receivable related to working capital adjustment	—	2,571
Trade and other receivables	9,943	18,596

As at March 31, 2025, the Company reclassified $1,808 from trade receivables to Assets held for sale (note 20) associated with trade receivables at VoIP Supply LLC.

During the nine month periods ended March 31, 2025, the Company received $982 cash (March 31, 2024 - $1,574) and had a reduction of $1,589 to the sales tax liability (March 31, 2024 - $nil) from the escrow account for the working capital provision related to certain indemnification assets recorded in respect of liabilities assumed on the acquisition of NetFortris. The remaining balance is $nil as at March 31, 2025 (June 30, 2024 - $2,571). The funds held in the escrow accounts were settled in full and all final funds were released during the nine month periods ended March 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:

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)			March 31,	June 30,
---	---	---
	2025	2024
	$	$
Trade receivables aging:
0-30 days	8,127	12,229
31-90 days	1,721	2,995
Greater than 90 days	990	2,170
	10,838	17,394
Expected credit loss provision	(895)	(1,369)
Net trade receivables	9,943	16,025

The movement in the provision for expected credit losses can be reconciled as follows:

	March 31,	June 30,
	2025	2024
	$	$
Expected credit loss provision:
Expected credit loss provision, beginning balance	(1,369)	(1,566)
Net change in expected credit loss provision during the period	474	197
Expected credit loss provision, ending balance	(895)	(1,369)

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.

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 March 31, 2025:

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)
	within 12 months	13-24 months	25-36 months	>36 months	Total
---	---	---	---	---	---
	$	$	$	$	$
Accounts payable and accrued liabilities	19,007	—	—	—	19,007
Sales tax payable	4,050	—	—	—	4,050
Operating facility and loans	20,600	20,600	11,850	—	53,050
Lease obligations on right of use assets	2,303	1,792	1,348	4,782	10,225
Other non-current liabilities	—	—	—	1,887	1,887
	45,960	22,392	13,198	6,669	88,219

Foreign currency risk

A portion of the Company’s transactions occur in a foreign currency (Canadian Dollars (CAD), Euros (EUR), Great British Pounds (GBP), Indian Rupees (INR), Philippine Peso (PHP), Australian Dollar (AUD), and Columbia Peso (COP), therefore, the Company is exposed to foreign currency risk at the end of the reporting period through its foreign denominated cash, trade receivables, contract assets, accounts payable and accrued liabilities. As at March 31, 2025, a 10% depreciation or appreciation of the CAD, EUR, GBP, INR, PHP, AUD and COP currencies against the U.S. dollar would have resulted in an approximate $41 (June 30, 2024 - $46) 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 15) which bears interest at a floating rate. As at March 31, 2025, a change in the interest rate of 1% per annum would have an impact of approximately $443 (March 31, 2024 - $701) per annum in finance costs. The Company also entered an interest rate swap arrangement for its loan facility (Note 15) to manage the exposure to changes in SOFR-rate based interest rate. As described in detail in Note 15, the fair value of the interest rate swaps are a current asset of $312 and non-current asset of $86 on March 31, 2025 (June 30, 2024 - current asset of $727 and non-current asset of $320).

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 15, 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 nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)

6.    Inventories

Inventories recognized in the condensed consolidated interim statements of financial position are comprised of:

	March 31,	June 30,
	2025	2024
	$	$
Finished goods	5,755	10,740
Components and parts	5,584	5,537
	11,339	16,277
Provision for obsolescence	(1,623)	(1,509)
Net inventory carrying value	9,716	14,768

As at March 31, 2025, the Company reclassified $2,373 from inventories to assets held for sale (note 20) associated with inventory of VoIP Supply LLC

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)

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, 2023		5,366	458	12,867	47	450	19,188
Additions		660	42	3,368	—	60	4,130
Disposals		(52)	—	(579)	—	—	(631)
Balance at June 30, 2024		5,974	500	15,656	47	510	22,687
Additions		329	—	1,240	—	—	1,569
Disposals		(3)	—	(572)	—	—	(575)
Reclassification to assets held for sale	20	(113)	(82)	—	—	—	(195)
Balance at March 31, 2025		6,187	418	16,324	47	510	23,486
Accumulated depreciation
Balance at July 1, 2023		3,364	434	5,906	47	285	10,036
Depreciation expense		815	22	3,539	—	119	4,495
Disposals		—	—	(238)	—	—	(238)
Balance at June 30, 2024		4,179	456	9,207	47	404	14,293
Depreciation expense		548	15	2,480	—	30	3,073
Disposals		—	—	(389)	—	—	(389)
Reclassification to assets held for sale	20	(74)	(55)	—	—	—	(129)
Balance at March 31, 2025		4,653	416	11,298	47	434	16,848
Net book value as at:
Balance at June 30, 2024		1,795	44	6,449	—	106	8,394
Balance at March 31, 2025		1,534	2	5,026	—	76	6,638

For the three and nine month periods ended March 31, 2025, depreciation expenses of $202 and $622 (March 31, 2024- $390 and $882) were recorded in general and administration expense in the condensed consolidated interim statements of loss and comprehensive loss. Depreciation expenses in the amounts of $780 and $2,451 were included in cost of sales for the three and nine month periods ended March 31, 2025 (March 31, 2024 - $779 and $2,410).

For the three and nine month periods ended March 31, 2025, loss on disposal of $55 and $186 (March 31, 2024- $59 and $296) 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 nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)

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, 2023		22,182
Additions		814
Terminations		(3,239)
Balance at June 30, 2024		19,757
Additions		93
Terminations		(601)
Reclassification to assets held for sale	20	(1,149)
Balance at March 31, 2025		18,100
Accumulated depreciation and repayments
Balance as at July 1, 2023		9,030
Depreciation expense		2,870
Terminations		(2,307)
Balance at June 30, 2024		9,593
Depreciation expense		1,971
Terminations		(543)
Reclassification to assets held for sale	20	(1,103)
Balance at March 31, 2025		9,918
Net book value as at:
June 30, 2024		10,164
March 31, 2025		8,182
Sangoma Technologies Corporation
---
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)			Note	Lease obligations
---	---	---
		$
Present value of leases
Balance as at July 1, 2023		14,331
Additions		814
Repayments		(3,163)
Accretion expense		394
Terminations		(1,086)
Effects of movements on exchange rates		(6)
Balance at June 30, 2024		11,284
Additions		93
Repayments		(2,240)
Accretion expense		234
Terminations		(68)
Effects of movements on exchange rates		(4)
Reclassification to liabilities directly associated with assets held for sale	20	(49)
Balance at March 31, 2025		9,250
Lease Obligations - Current		2,013
Lease Obligations - Non-current		7,237
		9,250
Sangoma Technologies Corporation
---
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)

9.    Intangible assets

					Other
		Purchased	Customer		purchased
	Note	technology	relationships	Brand	intangibles	Total
		$	$	$	$	$
Cost
Balance at July 1, 2023		110,123	126,456	6,787	2,748	246,114
Balance at June 30, 2024		110,123	126,456	6,787	2,748	246,114
Reclassification to assets held for sale	20	—	(1,160)	(1,050)	—	(2,210)
Balance at March 31, 2025		110,123	125,296	5,737	2,748	243,904
Accumulated amortization
Balance at July 1, 2023		41,576	40,821	3,586	2,694	88,677
Amortization expense		17,683	14,948	624	54	33,309
Balance at June 30, 2024		59,259	55,769	4,210	2,748	121,986
Amortization expense		13,039	11,095	462	—	24,596
Reclassification to assets held for sale	20	—	(1,160)	(814)	—	(1,974)
Balance at March 31, 2025		72,298	65,704	3,858	2,748	144,608
Net book value as at:
Balance at June 30, 2024		50,864	70,687	2,577	—	124,128
Balance at March 31, 2025		37,825	59,592	1,879	—	99,296

Amortization of intangible assets for the three and nine month periods ended March 31, 2025 were $8,199 and $24,596 (March 31, 2024 - $8,251 and $24,974).

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)

10.    Development costs

Cost	$
Balance at July 1, 2023	12,051
Additions	6,782
Cost fully amortized	(309)
Investment tax credits	(822)
Balance at June 30, 2024	17,702
Additions	4,938
Investment tax credits	(517)
Balance at March 31, 2025	22,123
Accumulated amortization
Balance at July 1, 2023	(5,482)
Amortization	(4,480)
Cost fully amortized	70
Balance at June 30, 2024	(9,892)
Amortization	(4,516)
Balance at March 31, 2025	(14,408)
	March 31,	June 30,
---	---	---
	2025	2024
	$	$
Net capitalized development costs	7,715	7,810

Amortization expense is included in research and development expense in the consolidated interim statements of loss and comprehensive loss. For the three and nine month periods ended March 31, 2025, amortization were $1,570 and $4,516 (March 31, 2024 - $1,170 and $3,200). In addition to the above amortization, the Company has recognized $8,896 and $27,615 of engineering expenditures as expenses during the three and nine month periods ended March 31, 2025 (March 31, 2024 - $9,019 and $26,309).

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)

11.    Income tax

The Company income tax expense is determined as follows:

	Three month periods ended		Nine month periods ended
	March 31,		March 31,
	2025	2024	2025	2024
Statutory income tax rate	25.76%	25.62%	25.76%	25.62%
	$	$	$	$
Loss before income tax	(1,709)	(1,463)	(6,117)	(8,137)
Expected income tax recovery	(441)	(376)	(1,576)	(2,085)
Difference in foreign tax rates	2	6	6	19
Share based compensation	133	196	588	585
Other non deductible expenses	(34)	(34)	(91)	(96)
Changes in estimates	1	4	2	5
Scientific Research and Experimental Development (SR&ED)	21	(20)	64	24
Gain on consideration payable	—	—	—	51
Changes in tax benefits not recognized	37	29	109	311
Income tax recovery	(281)	(195)	(898)	(1,186)
The Company’s income tax expense is allocated as follows:	$	$	$	$
Current tax expense	1,092	1,135	2,466	1,799
Deferred income tax recovery	(1,373)	(1,330)	(3,364)	(2,985)
Income tax recovery	(281)	(195)	(898)	(1,186)

12.    Goodwill

The carrying amount and movements of goodwill was as follows:

	Note	$
Balance at July 1, 2023		187,502
Balance at June 30, 2024		187,502
Reclassification to assets held for sale	20	(661)
Balance at March 31, 2025		186,841

There is no addition to goodwill for the three and nine month periods ended March 31, 2025. The Company has evaluated for triggers of impairment at March 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 nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)

13.    Provisions

	$
Balance at July 1, 2023	237
Additional provision recognized	168
Balance at June 30, 2024	405
Reversed during the period	(115)
Balance at March 31, 2025	290

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.    Consideration payable

During the three and nine month periods ended March 31, 2025, the Company made payments of $nil (March 31, 2024 $2,096). As of March 31, 2025, the Company's has no outstanding balance of consideration payable (March 31, 2024 - $nil ).

The fair value of consideration payable as at March 31, 2025 is summarized below:

	$
Opening balance, July 1, 2023	1,894
Payments	(2,096)
Remeasurement during the period	202
Ending balance, June 30, 2024	—
Ending balance, March 31, 2025	—

15.    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. Separately, as required under the agreement, the Company locked in half of the original loan amount by entering a five years interest rate credit swap with the two banks for $8,700 each. The balance outstanding against this term loan facility as of March 31, 2025 is $nil (June 30, 2024 - $7,250). On March 24, 2025, the Company issued repayment notice for the prepayment of the remaining balance of $2,900. As at March 31, 2025, term loan facility balance of $nil (June 30, 2024 - $5,800) is classified as current and $nil (June 30, 2024 - $1,450) as long-term in the condensed consolidated interim statements of financial position.

(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 March 31, 2025 is $17,500 (June 30, 2024 - $24,063). As at March 31, 2025, $8,750 (June 30, 2024 - $8,750) is classified as current and $8,750 (June 30, 2024 - $15,313) is classified as long-term in the condensed consolidated interim statements of financial position.

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)

(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 will be made on June 30, 2025. The balance outstanding against this term loan facility as of March 31, 2025 is $35,550 (June 30, 2024 - $37,912). As at March 31, 2025, $11,850 (June 30, 2024 - $5,325) is classified as current and $23,700 (June 30, 2024 - $32,587) 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 March 31, 2025, there is no outstanding balance on the revolving credit facility (June 30, 2024 - $8,600).

For the three and nine month periods ended March 31, 2025, the Company incurred interest costs to service its borrowing facilities, comprising of the loans and operating facilities, in the amount of $870 and $3,213 (March 31, 2024 - $1,630 and $4,891). During the nine month period ended March 31, 2025, the Company borrowed $nil (March 31, 2024 - $nil) in term loans and repaid $16,175 (March 31, 2024 - $13,275) in term loans. During the three and nine month periods ended March 31, 2025, the Company repaid $nil and $8,600 (March 31, 2024 - $nil and $nil) 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 March 31, 2025, and June 30, 2024 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 March 31, 2025, the notional amount of the interest rate swap was $17,500 (June 30, 2024 – $27,845). The interest rate swap has a weighted average fixed rate of 1.80% (June 30, 2024 – 1.80%) and have been designated as an effective cash flow hedge and therefore qualifies for hedge accounting.

As at March 31, 2025, the fair value of the interest rate swap assets were valued at current of $312 (June 30, 2024 - $727) and non-current $86 (June 30, 2024 – $320). The current and non-current derivative assets were recorded in the condensed consolidated interim statements of financial position.

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)

For the three and nine month periods ended March 31, 2025, the change in fair value of the interest rate swaps, net of tax, were a loss of $112 and a loss of $510 (March 31, 2024 – a gain of $39 and a loss of $535) 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.

16.    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 customer relationship.

Contract liabilities as at March 31, 2025, and June 30, 2024 are below:

	$
Opening balance, July 1, 2023	14,551
Revenue deferred during the period	38,500
Deferred revenue recognized as revenue during the period	(40,397)
Ending balance, June 30, 2024	12,654
Revenue deferred during the period	27,909
Deferred revenue recognized as revenue during the period	(30,719)
Ending balance, March 31, 2025	9,844
Contract liabilities - Current	7,130
Contract liabilities - Non-current	2,714
	9,844
Sangoma Technologies Corporation
---
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)

17.    Shareholders' equity

(i)Share capital

The Company’s authorized share capital consists of an unlimited number of common shares without par value. As at March 31, 2025 and 2024, the Company’s issued and outstanding common shares consist of the following:

	Three month periods ended		Nine month periods ended
	March 31,		March 31,
	2025	2024	2025	2024
	#	#	#	#
Shares issued and outstanding:
Outstanding, beginning of the period	33,592,534	33,325,575	33,340,159	33,038,367
Shares purchased and cancelled	(17,529)	—	(17,529)	—
Shares issued upon exercise of RSUs	52,558	7,292	304,933	294,500
Outstanding, end of the period	33,627,563	33,332,867	33,627,563	33,332,867

During the three and nine month periods ended March 31, 2025, a total of nil (March 31, 2024 – nil) options were exercised for cash consideration of $nil (March 31, 2024 - $nil), and the Company recorded a charge of $nil (March 31, 2024 – $nil) from contributed surplus to share capital.

During the three and nine month periods ended March 31, 2025, a total of 52,558 and 304,933 (March 31, 2024 – 7,292 and 294,500) shares were issued upon the exercise of Restricted Share Units, and the Company recorded a charge of $294 and $1,688 (March 31, 2024 – $29 and $1,020) from contributed surplus to share capital.

On March 25, 2025, the Company announced its intention to make an Normal Course Issuer Bid (“NCIB”) with respect to 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 nine month periods ended March 31, 2025, the Company purchased a total of 26,558 common shares (March 31, 2024 – nil) at an average price of $4.43 per share (March 31, 2024 - $nil), for total consideration of $118 (March 31, 2024 - $nil). During the nine month period ended March 31, 2025, a total of 17,529 of those common shares were settled and cancelled, and the Company recorded a total reduction of $78 in share capital for the value of share repurchased.

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. A liability, representing the maximum amount that the Company could be required to pay the designated broker under the ASPP, was recorded for $949 as at March 31, 2025 in accounts payable and accrued liabilities. The amount was charged to contributed surplus.

(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.

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)

Under the Plan, the Company may grant participants Options, Performance Share Units (PSUs), Restricted Share Units (RSUs) and Deferred Share Units (DSUs). The PSUs, RSUs and DSUs 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 PSUs, RSUs and DSUs 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. For PSUs granted prior to fiscal 2024 and in the current fiscal 2025, the final amount is based 50% on market-based performance targets being met and 50% on non-market-based performance targets, with the conversion ratio for vested PSUs being from 0% to 150%. The expense related to the PSUs is measured (i) based on the fair value of the awards at the grant date using the Monte Carlo simulation, for the market-based performance targets, and (ii) based on the fair value of the awards at the grant date using the volume weighted average trading price per share on the TSX during the immediately preceding five trading days for the non-market-based performance targets. For PSUs granted during fiscal 2024, the final amount is based 100% on market-based performance targets.

For the three and nine month periods ended March 31, 2025, the Company recognized share-based compensation expense in the amount of $517 and $2,283 (March 31, 2024 - $764 and $2,282).

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 nine month period ended March 31, 2025 and March 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, 2023	723,051	13.58
Forfeited	(239,764)	(10.30)
Balance, March 31, 2024	483,287	15.21
Balance, July 1, 2024	462,346	15.21
Expired	(42,800)	(11.82)
Forfeited	(31,467)	(15.81)
Balance, March 31, 2025	388,079	15.54

The following table summarizes information about the stock options outstanding and exercisable at the end of each period:

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)			March 31,			March 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	88,500	61,800	2.25	122,189	53,652	3.25
$9.01 - $12.00	62,023	59,213	0.18	81,463	62,214	1.18
$12.01 - $15.00	42,000	31,516	2.00	45,000	22,510	3.00
$15.01 - $18.00	106,715	100,394	1.25	124,369	85,706	2.25
$18.01 - $20.00	22,856	20,036	1.25	22,856	14,308	2.25
$20.01 - $27.00	65,985	65,985	0.86	87,410	65,723	1.86
	388,079	338,944	1.32	483,287	304,113	2.32

Share Units

The following table summarizes information about the DSUs, RSUs and PSUs granted, exercised and forfeited during the nine month period ended March 31, 2025.

	DSU	PSU	RSU	Total
Awards outstanding July 1, 2023	66,391	130,000	130,000	326,391
Awards granted during the period	105,695	404,800	797,700	1,308,195
Awards exercised during the period	—	—	(294,500)	(294,500)
Awards forfeited during the period	—	(42,500)	(26,251)	(68,751)
Awards outstanding March 31, 2024	172,086	492,300	606,949	1,271,335
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	—	—	(304,933)	(304,933)
Awards forfeited during the period	—	(82,500)	(50,623)	(133,123)
Awards outstanding March 31, 2025	236,442	688,300	522,601	1,447,343

During the nine month period ended March 31, 2025, 64,356 DSUs were granted (March 31, 2024 – 105,695). The fair value of each DSU issued during the nine month period ended March 31, 2025 is $6.06 per share (March 31, 2024 – $3.07).

During the nine month period ended March 31, 2025, 271,000 PSUs were granted (March 31, 2024 – 404,800). The average fair value tied to market-based performance targets for each PSU issued during the nine month period ended March 31, 2025 is $6.68 per share (March 31, 2024 – $4.03 ) using the Monte Carlo simulation.

The key assumptions used in the Monte Carlo simulation are:

	Nine month periods ended
	March 31
	2025	2024
Fair value per share	$6.68	$3.44 - $4.69
Expected volatility	64.00%	64.00%
Time to expiry	2.76 years	2.36 years -2.83 years
Risk-free interest rate	3.42%	4.40%		Sangoma Technologies Corporation
---
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)

During the nine month period ended March 31, 2025, 271,000 RSUs were granted (March 31, 2024 – 797,700). The average fair value of each RSU issued during the nine month period ended March 31, 2025 is $5.65 per share (March 31, 2024 –$2.62 ).

During the nine month period ended March 31, 2025, 304,933 RSUs were exercised and settled through the issuance of common shares (March 31, 2024 – 294,500).

(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				Nine month periods ended
	March 31,				March 31,
	2025		2024		2025		2024
Number of shares:
Weighted average number of shares outstanding	33,437,452		33,156,525		33,521,932		33,249,351
Weighted average number of shares used in diluted earnings per share	33,437,452		33,156,525		33,521,932		33,249,351
Net loss	$	(1,428)	$	(1,268)	$	(5,219)	$	(6,951)
Loss per share
Basic and diluted	$	(0.04)	$	(0.04)	$	(0.16)	$	(0.21)

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.

	Nine month periods ended
		March 31,
		2025	2024
DSU		236,442	172,086
PSU		688,300	492,300
RSU		522,601	606,949
Stock options		388,079	483,287
		1,835,422	1,754,622

18.    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 nine month periods ended March 31, 2025 and 2024.

Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)

19.    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 majority of the Company’s assets are located in Canada and 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 nine month periods ended March 31, 2025 and 2024 as follows:

	Three month periods ended		Nine month periods ended
	March 31,		March 31,
	2025	2024	2025	2024
	$	$	$	$
Products	9,524	10,692	30,287	34,137
Services	48,543	50,354	147,043	152,213
Total revenues	58,067	61,046	177,330	186,350

The sales in each of these geographic locations for the three and nine month periods ended March 31, 2025 and 2024 as follows:

	Three month periods ended		Nine month periods ended
	March 31,		March 31,
	2025	2024	2025	2024
	$	$	$	$
USA	55,165	57,093	167,588	173,796
Others	2,902	3,953	9,742	12,554
Total revenues	58,067	61,046	177,330	186,350

The non-current assets, in US dollars, in each of the geographic locations as at March 31, 2025, and June 30, 2024 are below:

	March 31,	June 30,
	2025	2024
	$	$
USA	308,199	338,079
Others	4,879	5,457
Total non-current assets	313,078	343,536

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 nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)

20.    Assets held for sale

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 are presented as assets held for sale and liabilities held for sale in the condensed consolidated interim statements of financial position at March 31, 2025 . The assets and liabilities held for sale are measured at the lower of their carrying amounts and fair value less costs to sell. The VoIP Supply LLC business does not represent a separate operating segment under IFRS 8, as discussed in Note 3, 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.

Below is the breakdown of the assets and liabilities directly associated with assets held for sale:

	As At
	March 31,
	2025
	$
Assets
Current assets
Trade and other receivables	1,808
Inventories	2,373
Other current assets	134
Property and equipment	66
Right-of-use assets	46
Intangible assets	236
Goodwill	661
Assets held for sale	5,324
Liabilities
Current liabilities
Accounts payable and accrued liabilities	2,119
Sales tax payable	8
Lease obligations on right-of-use assets	49
Other non-current liabilities	320
Liabilities directly associated with assets held for sale	2,496

21.    Authorization of the consolidated financial statements

The condensed consolidated interim financial statements were authorized for issuance by the Board of Directors on May 8, 2025.

27

Document

Management discussion and analysis of financial

condition and results of operations for the

three and nine month periods ended March 31, 2025

TABLE OF CONTENTS

INTRODUCTION	3
OVERVIEW	5
RESULTS OF OPERATIONS	10
QUARTERLY RESULTS OF OPERATIONS	16
LIQUIDITY AND CAPITAL RESOURCES	17
CONTRACTUAL OBLIGATIONS	19
OFF-BALANCE SHEET ARRANGEMENTS	19
RELATED PARTY TRANSACTIONS	19
CRITICAL ACCOUNTING POLICIES AND ESTIMATES	19
FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS	19
OUTSTANDING SHARE INFORMATION	20
GUIDANCE	21
CONTROLS AND PROCEDURES	21
GLOSSARY OF TERMS	22

INTRODUCTION

As used in this Management Discussion and Analysis (“MD&A”), unless the context indicates or requires otherwise, all references to the “Company”, “Sangoma”, “we”, “us”, or “our” refer to Sangoma Technologies Corporation, together with our subsidiaries, on a consolidated basis as constituted on March 31, 2025. The MD&A is for the three and nine month periods ended March 31, 2025 as compared to the same periods in the previous year. This MD&A should be read in conjunction with Sangoma’s unaudited condensed consolidated interim financial statements and related notes for the three and nine month periods ended March 31, 2025, and audited annual consolidated financial statements and related notes as at and for the year ended June 30, 2024 (“Financial Statements”), which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). All amounts are in thousands of United States dollars except where otherwise indicated.

Additional information about us, including copies of our continuous disclosure materials, is available on our website at www.sangoma.com, through the EDGAR website at www.sec.gov or through the SEDAR+ website at www.sedarplus.ca.

This MD&A is dated as of May 8, 2025.

NON-IFRS MEASURES

This MD&A contains references to certain non-IFRS financial measures such as Adjusted EBITDA and Free Cash Flow. These measures are used by management to evaluate the performance of the Company and do not have any meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other reporting issuers. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. These non-IFRS measures are used to provide investors with alternative measures of our operating performance and liquidity and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures to compare issuers. Management also uses non-IFRS measures to facilitate operating performance comparisons from period to period, the preparation of annual operating budgets and forecasts and to determine components of executive compensation. “Adjusted EBITDA” means earnings before income taxes, interest expense (net), share-based compensation, depreciation (including for right-of-use assets), amortization, restructuring and business integration costs, goodwill impairment and change in fair value of consideration payable. “Free Cash Flow” means cash flows from operating activities less cash used for purchases of property and equipment and capitalized development costs. The reconciliation of the closest IFRS measure to the non-IFRS measure is set out on pages 14 and 15 herein.

FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements, including statements regarding the future success of our business, development strategies and future opportunities. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to

the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking statements include, but are not limited to, statements relating to management’s guidance on revenue and Adjusted EBITDA, statements relating to expected inventory levels, statements relating to future lease and interest payments, , statements concerning estimates of expected expenditures, statements relating to expected future production and cash flows, and other statements which are not historical facts. When used in this document, the words such as “could”, “plan”, “estimate”, “will”, “expect”, “intend”, “may”, “potential”, “should” and similar expressions indicate forward-looking statements.

Although Sangoma believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date that the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other events contemplated by the forward-looking statements will not occur. Although Sangoma believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct as these expectations are inherently subject to business, economic and competitive uncertainties and contingencies. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking statements contained herein include, but are not limited to, risks and uncertainties associated with changes in exchange rate between the Canadian dollar and other currencies (in particular the United States’ (“US”) dollar), changes in technology, changes in the business climate, changes to macroeconomic conditions, including (i) inflationary pressures and potential recessionary conditions, as well as actions taken by central banks and regulators across the world in an attempt to reduce, curtail and address such pressures and conditions, including any increases in interest rates, and (ii) the effects of adverse developments at financial institutions, including bank failures, that impact general sentiment regarding the stability and liquidity of banks, and the resulting impact on the stability of the global financial markets at large, risks related to pandemics or epidemics, our ability to identify and effectively remediate material weaknesses and significant deficiencies in our internal controls, our current level of indebtedness and the ability to incur additional indebtedness in the near- and long-term; changes in the regulatory environment, the imposition of tariffs, the decline in the importance of the PSTN (as hereinafter defined), impairment of goodwill and new competitive pressures, political disturbances, geopolitical instability and tensions, or terrorist attacks, and associated changes in global trade policies and economic sanctions, including, but not limited to, in connection with (x) the ongoing conflict in Ukraine (the “Russo-Ukraine War”) and (y) any impact, effect, damage, destruction and/or bodily harm directly or indirectly relating to the ongoing hostilities in the Middle East, and technological changes impacting the development of our products and implementation of our business needs, including with respect to automation and the use of artificial intelligence (“AI”) and the other risk factors described in our most recently filed Annual Information Form for the fiscal year ended June 30, 2024.

The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement. Sangoma undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by law.

OVERVIEW

Sangoma is a leading business communications platform provider with solutions that include its award-winning UCaaS, CCaaS, CPaaS, and Trunking technologies. The enterprise-grade communications suite is developed in-house; available for cloud, hybrid, or on-premises deployments. Additionally, Sangoma’s integrated approach provides managed services for connectivity, network, and security. A trusted communications partner with over 40 years on the market, Sangoma has over 2.7 million UC seats across a diversified base of over 100,000 customers. Sangoma has been recognized for nine years in the Gartner UCaaS Magic Quadrant. As the primary developer and sponsor of the open source Asterisk and FreePBX projects, Sangoma is determined to continuously drive innovation in communication technology.

Please refer to the Glossary of Terms for detailed definitions of terms used throughout this MD&A.

Unified Communications

Sangoma’s UC platforms are business communication systems (PBXs with advanced UC features, such as presence/chat, conferencing, mobility, fax, and more) that fully integrate with our phones, soft clients, and network interoperability products.

We build our platforms in-house to provide reliable, affordable Unified Communications services with strong security. This approach reduces third-party vulnerabilities and allows us to swiftly troubleshoot and customize solutions for customers.

Cloud-Based Business Phone Solution (UCaaS)

Sangoma UC Cloud

Our intuitive cloud solutions seamlessly integrate voice, video, messaging, and call center capabilities into a single platform, enhancing productivity and streamlining operations at a fraction of the cost. Experience true white-glove support.

Sangoma UC Hybrid

Our hybrid UCaaS is powered by our unique cloud architecture, which includes our on-premises StarBox® appliance and cloud-based network backbone components. This blend of cloud and on-premises ensures unparalleled scalability, flexibility, and reliability for your business communications. It provides local survivability, multiple failover options (4G LTE / POTS lines) and multi-location flexibility.

On-Premises Business Phone Solution

Sangoma UC Prem

Sangoma also offers the more traditional on-premise UC phone system, giving administrators complete control over updates and integrations, to deploy their business phone system on-premises. Whether deployed on a dedicated appliance or in the customer’s virtual environment, Sangoma provides the power and connectivity customers and partners can trust.

IP DeskPhone, headsets, UC Clients and Softphones

Sangoma offers a variety of IP deskphones and headsets for both cloud and on-premise systems, featuring HD Voice and seamless integration with UC systems. Their headsets support connectivity with phones or computers and allow roaming up to 325 feet. Additionally, Sangoma provides UC Clients and Softphones for making business calls via smartphone or computer, functioning as a primary phone or desk phone extension.

Additional Communications Products

Contact Center as a Service (CCaaS)

Sangoma CX is a cloud-based Contact Center as a Service (CCaaS) solution that enhances customer experience by integrating with UCaaS offerings. It enables businesses to manage inbound interactions across various channels and supports outbound call campaigns. With features like end-to-end encryption, AI automation, and an intuitive interface, it streamlines contact center operations for higher agent productivity and improved customer experience.

Communications Platform as a Service (CPaaS)

Sangoma CPaaS allows developers to create applications with real-time communication features like voice, video, chat, and SMS via the cloud. Sangoma provides a platform for developers and customers to build communication services using voice, APIs, WebRTC, and SMS. To ensure optimal performance, Sangoma offers its own SIP trunking service and sells communication apps based on their CPaaS product.

Video, meetings, and collaboration

Sangoma Meet is our video meetings, cloud-based service accessible from desktop or mobile. It enables file sharing on screen, integrates seamlessly with your calendar, and enables PSTN phone calls. TeamHub is Sangoma’s collaboration platform, which allows users to interact via chatting, calling, and video.

Trunking

SIP trunks provide Internet-based telephony services using existing internet connections, eliminating the need for separate PSTN or digital connections. SIP trunking is increasingly popular for connecting an IP PBX system to a phone company due to cost efficiency and UC features. Sangoma offers two SIP trunking services: Retail SIP Trunking, with predictable monthly costs and easy integration into UC platforms, including a fax service; and Wholesale SIP Trunking, which is usage-based with a larger monthly minimum, suitable for large businesses. Additionally, Sangoma provides FaxStation, a hosted fax service with a telecom appliance for secure fax communication.

MSP Portfolio

Sangoma’s cloud-based Managed Service Provider (MSP) offerings deliver essential communication services that businesses rely on, enhancing our comprehensive suite of Communications as a Service solutions. This MSP product line is founded on a seamlessly integrated, enterprise-grade, end-to-end managed network, all backed by a dedicated 24/7 team of expert network engineers.The current MSP offering includes: SD-WAN, Internet, VPN, 5G, and WiFi access points. Sangoma also provides Managed Security solutions, which include anti-spam & antivirus, VPN, content filtering, data protection, and interaction detection.

Hardware

Sangoma provides network interconnection products that seamlessly link various types of networks. These products enable the connection of VoIP networks to PSTN, mobile networks, or even to other VoIP networks, ensuring versatile and efficient communication.

Sangoma provides solutions for secure and interoperable VoIP network connections, including Session Border Controllers (SBCs) and VoIP gateways. SBCs manage security and connectivity between various networks, available as hardware, software, or hybrid solutions. VoIP gateways facilitate voice traffic between VoIP and traditional PSTN networks. Additionally, Sangoma offers PSTN interface and media processing boards for developers needing to connect to the PSTN, maximizing flexibility and compatibility in various environments. All products have broad interoperability certifications.

Open-Source Software Products

Sangoma is the main developer and sponsor of the Asterisk project, the most widely used open-source communications software, and the FreePBX project, the most popular open-source PBX software. Sangoma also provides revenue-generating products and services beyond these open-source projects. These include software add-ons, IP phones, SIP trunking, cloud-based fax, training, technical support, maintenance, PSTN cards, VoIP gateways, session border controllers, and commercial versions of the PBX/UC software.

OVERALL PERFORMANCE

Operational

Sangoma is a trusted leader in developing technology platforms for essential business communications. Customers include companies in the SMB, mid-market and enterprise spaces looking for all the advantages of cloud-based communications at a fair price. Sangoma offers a wide range of products to complement its services, delivering high-quality solutions through a global network of partners and distributors.

Sangoma has always been operated and managed as a single economic entity. There is one management team that directs the activities of all aspects of the Company and it is managed globally by our executive team. As a result, we believe that we have one reporting segment, being the consolidated Company. Over time, this may change as the Company grows and when this occurs, we will reflect the change in our reporting practice.

Revenue

Sangoma generates revenue from both Services and Products. Our Services revenue is generated primarily from customers entering recurring revenue agreements for services such as our UCaaS platforms and MSP services. Product revenues are comprised of the sale of products and services that generate non-recurring revenue, including our UC on-prem platform and hardware.

Innovation

Sangoma is committed to advancing its AI capabilities by investing in and developing its proprietary AI platform and collaborating with leading third-party AI platforms.

By building on top of our existing CPaaS offerings and leveraging the low code/no code Studio workflow engine, we are delivering innovative Voice AI and Knowledge AI (RAG) Agent solutions that seamlessly integrate with our existing Cloud, Hybrid, and Prem products and services.

This approach ensures that our partners and customers benefit from both our in-house expertise and the broader AI ecosystem, enhancing their operations with cutting-edge, AI-driven services and insights.

Sales and marketing

Over the past year, Sangoma has undergone a transformation in its go-to-market strategy. We’ve embarked on a brand revitalization program with a strong focus on our digital properties, including new company positioning and refined messaging that reflects who we are as a company. We have established continuous education and training programs in collaboration with distributors and partners. Additionally, we have forged robust partnerships with key Technology Services Distributors (TSDs) like Telarus, Avant, App Direct, Intelisys, Jenne, and ScanSource to grow our business nationwide through the channel.

Sales

Sangoma utilizes a 100% channel-driven 'go to market' strategy, collaborating with diverse partners and market influencers. Our network includes individual agents, large technology service distributors (TSDs),

and both national and regional distributors. Our customers span from mid-market enterprises needing distributed solutions to smaller SMBs that rely on our partners for digital infrastructure strategies.

Sangoma thrives in several sectors, notably healthcare, retail, and service providers. Through the Pinnacle Channel Partner Program, we offer extensive support to our partners, enabling them to deliver Sangoma's essential communication platform solutions to their end users. This support includes formal lead registration, training, quoting assistance, co-marketing efforts, and competitive commission structures and incentives.

Marketing

Sangoma's marketing goals are seamlessly aligned with its business objectives, which focus on driving revenue growth and delivering value to stakeholders. We also recognize the importance of increased brand visibility, recognition, and trust within the channel partner community and among end users.

Four key pillars anchor our marketing transformation: brand development and perception, channel marketing and enablement, lead generation, and fostering a culture of innovation and process efficiency.

For brand development, Sangoma has clarified its position as a leader in the communications industry, known for developing essential communication platforms with in-house software for all UC deployment types. This is complemented by offerings such as SIP trunking, hardware, managed services, and managed security.

Channel marketing and enablement are crucial for Sangoma, as we are dedicated to supporting our channel partners and distributors. Our multichannel strategy includes large and small events, webinars, trainings, online advertising, email marketing, public relations, promotional programs, and discounts.

In lead generation, our goal is to deliver more qualified leads to our partners, utilizing both outbound and inbound strategies. These are multichannel efforts targeting our Ideal Customer Profile with key messages about our solutions. Tactics include email, calls, content marketing, online advertising, social media, and public relations.

Lastly, cultivating a strong culture of trust and rapid experimentation, combined with robust CRM and email automation processes, is vital to our marketing transformation.

RESULTS OF OPERATIONS

All amounts are in thousands of United States dollars except where otherwise indicated.

SUMMARY

The following table outlines our unaudited condensed consolidated interim statements of loss and comprehensive loss for the periods indicated:

	Three month periods endedMarch 31,				Nine month periods endedMarch 31,
	2025	2024	Change	Change	2025	2024	Change	Change
				%				%
Revenue	58,067	61,046	(2,979)	(5)%	177,330	186,350	(9,020)	(5)%
Cost of sales	18,028	18,046	(18)	—%	55,622	55,336	286	1%
Gross profit	40,039	43,000	(2,961)	(7)%	121,708	131,014	(9,306)	(7)%
Expenses
Sales and marketing	12,949	13,653	(704)	(5)%	38,104	44,822	(6,718)	(15)%
Research and development	10,466	10,189	277	3%	32,131	29,509	2,622	9%
General and administration	8,991	10,652	(1,661)	(16)%	29,126	32,978	(3,852)	(12)%
Amortization of intangible assets	8,199	8,251	(52)	(1)%	24,596	24,974	(378)	(2)%
Interest expense (net)	871	1,718	(847)	(49)%	3,354	5,175	(1,821)	(35)%
Restructuring and business integration costs	272	—	272	100%	514	1,491	(977)	(66)%
Loss on change in fair value of consideration payable	—	—	—	—%	—	202	(202)	(100)%
Loss before income tax	(1,709)	(1,463)	(246)	17%	(6,117)	(8,137)	2,020	(25)%
Provision for income taxes
Current	1,092	1,135	(43)	(4)%	2,466	1,799	667	37%
Deferred	(1,373)	(1,330)	(43)	3%	(3,364)	(2,985)	(379)	13%
Net loss	(1,428)	(1,268)	(160)	13%	(5,219)	(6,951)	1,732	(25)%
Other comprehensive income (loss)
Items to be reclassified to net income (loss)
Change in fair value of interest rate swaps, net of tax	(112)	39	(151)	(387)%	(510)	(535)	25	(5)%
Comprehensive loss	(1,540)	(1,229)	(311)	25%	(5,729)	(7,486)	1,757	(23)%
Loss per share
Basic and diluted				—%				(24)%
Weighted average shares outstanding (thousands)
Basic and diluted	33,437	33,157	281	1%	33,522	33,249	273	1%

All values are in US Dollars.

REVIEW OF OPERATIONS

Revenue

	Three month periods ended<br>March 31,				Three month periods ended December 31,			Nine month periods ended<br>March 31,
	2025	2024	Change	Change	2024	Change	Change	2025	2024	Change	Change
	$	$	$	%	$	$	%	$	$	$	%
Service revenues	48,543	50,354	(1,811)	(4)%	48,807	(264)	(1)%	147,043	152,213	(5,170)	(3)%
Percent of total revenues	84%	82%	2.00%	2%	83%	1%	1%	83%	82%	1%	1%
Product revenues	9,524	10,692	(1,168)	(11)%	10,306	(782)	(8)%	30,287	34,137	(3,850)	(11)%
Percent of total revenues	16%	18%	(2.00)%	(11)%	17%	(1)%	(1)%	17%	18%	(1)%	(6)%
Total revenues	58,067	61,046	(2,979)	(5)%	59,113	(1,046)	(2)%	177,330	186,350	(9,020)	(5)%

Services revenue for the third quarter of fiscal 2025 decreased by 4% to $48,543 compared to $50,354 in the equivalent quarter of the prior year. Service revenue decline was impacted by customer churn and longer sales lead cycles for enterprise customers. Product revenue for the third quarter of fiscal 2025 decreased by 11% to $9,524 compared to $10,692 in the equivalent quarter of the prior year, mainly due to a decrease in third-party product resales. Services revenue represented 84% of total revenues this quarter, up from 82% in the same quarter of the prior year. Total revenues for the third quarter of fiscal 2025 decreased by 5% to $58,067 compared to $61,046 in the equivalent period of the prior year.

For the first three quarters of fiscal 2025, Services revenue decreased by 3% to $147,043 compared to the same period a year ago. Services revenue now represents 83% of total revenues, up 1% from 82% for the same period a year ago. During the same period, the Company saw softer Product sales, with related revenue decreased by 11% to $30,287. Product revenue represented 17% of total revenues compared to 18% a year ago, mainly due to the effects of the current geopolitical and global economics conditions, including uncertainty concerning recent shifts in government spending, tariffs and administrative processes which signal a dramatic shift in historical spending patterns.

On a quarter-over-quarter basis, Services revenue remained relatively flat, declining by less than 1% compared to the second quarter of fiscal 2025, while Product revenue declined by 8% over the same period. As a result, the overall decrease in total revenue quarter over quarter is primarily attributable to the reduction in Product sales. This decline is partially attributed to the Company's ongoing transition away from low-margin third-party product resales, a business the Company is in the process of divesting, as shown by the classification of assets and liabilities held for sale in the financial statements. Management believes this sequential comparison provides a more relevant view of the Company’s current performance than a year-over-year comparison, particularly as the Company exits the comprehensive 15-month transformation phase it has undergone. The transformation has placed significant emphasis on refining the Company’s go-to-market strategy, and early signs of progress are evident in leading revenue indicators, including an increase in the deal pipeline.

Cost of revenue and gross profit

	Three month periods ended<br><br>March 31,				Nine month periods ended<br><br>March 31,
	2025	2024	Change	Change	2025	2024	Change	Change
	$	$	$	%	$	$	$	%
Cost of sales	18,028	18,046	(18)	—%	55,622	55,336	286	1%
Gross profit	40,039	43,000	(2,961)	(7)%	121,708	131,014	(9,306)	(7)%
Gross margin	69%	70%	(1)%	(1)%	69%	70%	(1)%	(1)%

The cost of sales for the third quarter of fiscal 2025 remained relatively flat at $18,028 compared to $18,046 in the equivalent quarter of the prior year, and increased by 1% to $55,622 for the first three quarters of fiscal 2025 as compared to $55,336 in the equivalent period of the prior year. The period over period increase in cost of sales was driven primarily by product sales at lower sales prices resulting in lower margins and increased cost pressure in service delivery cost of sales.

Gross profit for the third quarter of fiscal 2025 was $40,039, down 7% from the $43,000 realized in the equivalent quarter of the prior year and was $121,708 for the first three quarters of fiscal 2025, down 7% from the $131,014 realized in the equivalent period of the prior year.

Gross margin for the third quarter of fiscal 2025 was 69% of revenue, down 1% from the 70% in the equivalent quarter of the prior year. Gross margin for the first three quarters of fiscal 2025 was 69% of revenue, down 1% from the 70% in the equivalent period of the prior year. Gross margin for the third quarter and year to date is impacted by the revenue mix, with Services revenue increasing as a percentage of total revenue which partially offset the larger decrease in low margin Product revenue.

On a quarter-over-quarter basis, while revenue declined by approximately $1 million, gross profit decreased by only $0.4 million, resulting in a 1% improvement in gross margin. This reflects improved cost discipline and continued progress in shifting the revenue mix toward higher-margin services, supporting the Company’s strategic focus on margin expansion through operational efficiency and business model transformation.

Expenses

Costs are allocated to four categories as follow:

	Three month periods ended<br><br>March 31,				Nine month periods ended<br><br>March 31,
	2025	2024	Change	Change	2025	2024	Change	Change
	$	$	$	%	$	$	$	%
Sales and marketing	12,949	13,653	(704)	(5)%	38,104	44,822	(6,718)	(15)%
Research and development	10,466	10,189	277	3%	32,131	29,509	2,622	9%
General and administration	8,991	10,652	(1,661)	(16)%	29,126	32,978	(3,852)	(12)%
Amortization of intangible assets	8,199	8,251	(52)	(1)%	24,596	24,974	(378)	(2)%

Sales and marketing

Sales and marketing expense was $12,949 for the third quarter of fiscal 2025, down from the $13,653 incurred in the same quarter of fiscal 2024, remaining consistent at 22% of revenue in each period. For the first three quarters of fiscal 2025, it was $38,104 down from the $44,822 in the equivalent period of the prior year, at 21% of revenue compared to 24% of revenue a year ago. The decrease was from the reorganization and merging of sales teams to better provide unified solutions, along with other cost savings initiatives undertaken by the Company in the latter part of the second quarter of fiscal 2024 while the Company reviewed its go-to-market strategy and corresponding marketing efforts.

Research and development

A portion of the Company’s R&D costs are capitalized each period and amortized on a straight-line basis over three years (see the audited consolidated financial statements and related notes for the fiscal year ended June 30, 2024, available at www.sedarplus.ca and www.sec.gov).

The research and development expenses incurred, and the development costs amortized during the third quarter of fiscal 2025 was $10,466 up from the $10,189 incurred in the same quarter of fiscal 2024, at approximately 18% of revenue compared to 17%, respectively. For the first three quarters of fiscal 2025, it was $32,131, up from the $29,509 in the equivalent period of the prior year, at approximately 18% of revenue compared to 16% a year ago. The increase was mainly due to higher amortization of development costs, which is from the capitalization of those costs relating to new products and services.

For the quarter ended March 31, 2025, the Company did not have any significant projects that have not yet generated revenue, nor did it have any products or services that are not fully developed, and which are material to the Company, therefore no impairment was assessed on any projects.

General and administration

Starting in the second quarter of fiscal 2024 the Company removed amortization of intangible assets from the general and administration expense to give a more accurate view of the Company’s hard costs.

During the third quarter of fiscal 2025, general and administration expenses was $8,991, down from the $10,652 incurred in the same quarter of fiscal 2024, at approximately 15% of revenue compared to 17%, respectively. For the first three quarters of fiscal 2025, it was $29,126, down from the $32,978 in the equivalent period of the prior year, at approximately 16% of revenue compared to 18%, respectively. This decrease in the Company’s general and administration spending is primarily a result of the cost management initiatives in major expenses categories partially offset by the investment in the implementation of a new Enterprise Resource Planning ("ERP") system that will improve our business systems architecture, enabling the Company for future organic and inorganic growth.

Amortization of intangible assets

Amortization of intangible assets was $8,199 for the third quarter of fiscal 2025, down from the $8,251 incurred in the same quarter of fiscal 2024, at approximately 14% of revenue compared to 14%, respectively. For the first three quarters of fiscal 2025, it was $24,596, down from the $24,974 in the equivalent period of the prior year, at approximately 14% of revenue compared to 13%, respectively .

	Three month periods ended<br><br>March 31,				Nine month periods ended<br><br>March 31,
	2025	2024	Change	Change	2025	2024	Change	Change
	$	$	$	%	$	$	$	%
Interest expense (net)	871	1,718	(847)	(49)%	3,354	5,175	(1,821)	(35)%
Restructuring and business integration costs	272	—	272	100%	514	1,491	(977)	(66)%

Interest expense (net)

Net interest expense was $871 for the third quarter of fiscal 2025, down 49% from the $1,718 incurred in the same quarter of fiscal 2024. For the first three quarters of fiscal 2025, it was $3,354, down 35% from the $5,175 in the equivalent period of the prior year. The lower interest expense is as a result of lower interest rates and the repayments of $16,175 in the term loans and $8,600 in the revolving credit facility in the first three quarters of fiscal 2025. As at March 31, 2025, the total outstanding debt decreased to $53,050 from $77,825 as at June 30, 2024.

Restructuring and business integration costs

The restructuring cost was $272 for the third quarter of fiscal 2025, up from the $nil incurred in the same quarter of fiscal 2024. For the first three quarters of fiscal 2025, it was $514, down from the $1,491 in the equivalent period of the prior year.

Net loss

Net loss for the third quarter of fiscal 2025 was $1,428 ($0.04 loss per share fully diluted), a decline of 13% compared to a net loss of $1,268 ($0.04 loss per share fully diluted) for the equivalent quarter of the prior year. For the first three quarters of fiscal 2025, it was a net loss $5,219 ($0.16 loss per share fully diluted), an improvement of 25% compared to a net loss of $6,951 ($0.21 loss per share fully diluted), in the equivalent period of the prior year.

Free Cash Flow

The derivation of Free Cash Flow and the reconciliation of net cash from operating activities to Free Cash Flow for the comparable quarter and each fiscal year is shown in the table below.

Unaudited in US $000	Three month periods ended<br>March 31,				Nine month periods ended<br>March 31,
	2025	2024	Change	Change	2025	2024	Change	Change
	$	$	$	%	$	$	$	%
Net cash provided by operating activities	10,620	15,506	(4,886)	(32)%	34,660	32,543	2,117	6.5%
Purchase of property and equipment	(622)	(1,061)	439	(41)%	(1,569)	(2,695)	1,126	(41.8)%
Development costs	(1,643)	(1,422)	(221)	16%	(4,938)	(4,819)	(119)	2.5%
Free Cash Flow	8,355	13,023	(4,668)	(36)%	28,153	25,029	3,124	12.5%

Free Cash Flow for the third quarter of fiscal 2025 was $8,355 ($0.25 per share fully diluted), lower than the $13,023 ($0.39 per share fully diluted) incurred in the same quarter of fiscal 2024. For the first three

quarters of fiscal 2025, it was $28,153 ($0.84 per share fully diluted) compared to $25,029 ($0.75 per share fully diluted) in the equivalent period of the prior year.

Adjusted EBITDA

The derivation of Adjusted EBITDA and the reconciliation of net loss to Adjusted EBITDA for the comparable quarter and each fiscal year is shown in the table below.

	Three month periods ended<br><br>March 31,				Nine month periods ended<br><br>March 31,
	2025	2024	Change	Change	2025	2024	Change	Change
	$	$	$	%	$	$	$	%
Net loss	(1,428)	(1,268)	(160)	13%	(5,219)	(6,951)	1,732	(25)%
Tax expense (recovery)	(281)	(195)	(86)	44%	(898)	(1,186)	288	(24)%
Interest expense (net)	871	1,718	(847)	(49)%	3,354	5,175	(1,821)	(35)%
Share-based compensation	517	764	(247)	(32)%	2,283	2,282	1	—%
Depreciation of property and equipment	982	1,169	(187)	(16)%	3,073	3,292	(219)	(7)%
Depreciation of right-of-use assets	640	716	(76)	(11)%	1,971	2,206	(235)	(11)%
Amortization of intangibles	8,199	8,251	(52)	(1)%	24,596	24,974	(378)	(2)%
Restructuring and business integration costs	272	—	272	100%	514	1,491	(977)	(66)%
Loss on change in fair value of consideration payable	—	—	—	—%	—	202	(202)	(100)%
Adjusted EBITDA	9,772	11,155	(1,383)	(12)%	29,674	31,485	(1,811)	(6)%
Percentage of revenue	17%	18%	(1)%	(8)%	17%	17%	—%	—%

QUARTERLY RESULTS OF OPERATIONS

Selected financial information over the prior eight quarters is shown in the table below.

	Fourth			First			Second			Third			Fourth			First			Second			Third
	quarter			quarter			quarter			quarter			quarter			quarter			quarter			quarter
	2023			2024			2024			2024			2024			2025			2025			2025
Revenue	$	63,680		$	63,028		$	62,276		$	61,046		$	60,934		$	60,150		$	59,113		$	58,067
Gross Profit	$	42,241		$	44,028		$	43,986		$	43,000		$	41,807		$	41,181		$	40,488		$	40,039
Operating Expenses1	$	43,708		$	45,001		$	44,537		$	42,745		$	41,600		$	42,056		$	41,296		$	40,605
Net loss	$	(23,630)		$	(2,444)		$	(3,239)		$	(1,268)		$	(1,708)		$	(1,910)		$	(1,881)		$	(1,428)
Net loss per share
Basic and diluted basis	$	(0.72)		$	(0.07)		$	(0.10)		$	(0.04)		$	(0.05)		$	(0.06)		$	(0.06)		$	(0.04)
Free cash flow	$	8,246		$	5,249		$	6,757		$	13,023		$	8,305		$	10,012		$	9,786		$	8,355
Free cash flow per share (basic & diluted)	$	0.25		$	0.16		$	0.20		$	0.39		$	0.25		$	0.30		$	0.29		$	0.25
Adjusted EBITDA	$	10,860		$	9,882		$	10,448		$	11,155		$	11,110		$	9,814		$	10,088		$	9,772
AEBITDA % Revenue	17		%	16		%	17		%	18		%	18		%	16		%	17		%	17		%
change %				(1)		%	1		%	1		%	—		%	(2)		%	1		%	—		%

1 Operating Expenses consist of sales and marketing, research and development, general and administration and amortization of intangible assets.

Sales and Net Loss by Quarter

Revenue for the quarter declined over the comparative periods as there has been a hold on capital expenditures by customers due to ongoing macroeconomic pressures, including uncertainties in the political landscape, government spending constraints, and the continued threat of tariffs and reciprocal trade measures. In parallel, the Company recently completed a comprehensive transformation of its go-to-market approach, which, while necessary for long-term scalability, contributed to extended sales cycles—particularly for larger enterprise accounts—and temporarily delayed revenue growth. With this foundational work now complete, the Company is positioned to shift its focus to revenue acceleration and customer acquisition. Services revenue continues to account for the majority of total revenue at 84% this quarter. Operational efficiencies and cost-saving initiatives have helped maintain Adjusted EBITDA margin within a narrow range of 16-18% over the past eight quarters. The Company is beginning to realize the benefits of its revamped sales strategy, as reflected in early revenue indicators such as a growing pipeline.

LIQUIDITY AND CAPITAL RESOURCES

During the three months ended March 31, 2025, the Company determined that VoIP Supply LLC met the criteria for assets held for sale and reclassified the VoIP Supply LLC as assets held for sale as detailed in note 20 of the unaudited condensed consolidated interim financial statements and related notes for the three and nine month periods ended March 31, 2025.

As of March 31, 2025, Sangoma had current assets of $48,357 and current liabilities of $55,724, compared with $57,109 and $60,104 at June 30, 2024, respectively. The decrease in current assets is mainly due to the collection of trade and other receivables, and the sale of inventories , while the decrease in current liabilities is primarily due to the payment of accounts payable and accrued liabilities offset by the increase in the current portion of operating facility and loans.

Cash of $17,291 on March 31, 2025 was 6.53% higher than the $16,231 on June 30, 2024. The Company used a portion of its cash to continue servicing the debts, accounts payable, the full repayment of $8,600 on the revolving credit facility in the first two quarters, and $2,900 of the remaining balance of its first loan in the third quarter, in line with its capital allocation strategy to accelerate the reduction in its debt level throughout Fiscal 2025.

Trade receivables of $9,943 on March 31, 2025, were lower than the $16,025 on June 30, 2024, primarily due to lower sales and the tightening of credit policies and increased focus on collection efforts. As at March 31, 2025, the Company reclassified $1,808 from trade receivables to assets held for sale associated with trade receivables at VoIP Supply LLC as detailed in note 20 of the unaudited condensed consolidated interim financial statements and related notes for the three and nine month periods ended March 31, 2025.

Inventories were $9,716 on March 31, 2025, $5,052 lower than the $14,768 at June 30, 2024 as the Company continues to focus on selling existing inventories first while managing new purchases. As at March 31, 2025, the Company reclassified $2,373 from inventories to assets held for sale associated with inventories at VoIP Supply LLC as detailed in note 20 of the unaudited condensed consolidated interim financial statements and related notes for the three and nine month periods ended March 31, 2025.

The Company’s net cash flows from operating activities in the third quarter of fiscal 2025 was $10,620, down 32% from the $15,506 incurred in the same quarter of fiscal 2024. For the first three quarters of fiscal 2025, it was $34,660, an improvement of 7% from the 32,543 in the equivalent period of the prior year. The year to date substantial increase was primarily due to fiscal 2025 lower reported net loss, and collection of trade receivables, lower inventories by selling existing in-stock inventories and reduced spending on trade payables and vendor management.

Net cash provided by operating activities as a percentage of Adjusted EBITDA for the third quarter of fiscal 2025 was a strong 109%, remaining above 100% and reflecting continued healthy cash conversion from operations. While this represents a decrease from the 139% reported in the same quarter of fiscal 2024, that prior level was not considered sustainable or reflective of our current capital allocation strategy. With a disciplined capital framework now in place, the current level represents a more balanced and strategically aligned cash performance. For the first three quarters of fiscal 2025, the ratio was 117%, up from 103% in the equivalent period of the prior year, further underscoring improved operational efficiency and focus on long-term value creation.

Credit Facility

On October 18, 2019, the Company entered into a new credit agreement (the “Original Credit Agreement”) in favour of its subsidiaries, Sangoma Technologies Inc. and Sangoma US Inc. (the “Borrowers”) with inter alia The Toronto-Dominion Bank and The Bank of Montreal, as lenders (the “Lenders”). Under the terms of the Original Credit Agreement, the Lenders provided the Borrowers with a term loan facility to refinance the Company’s existing credit facilities and to fund part of the purchase of Voip Innovation Acquisition.

On March 31, 2021, the Company entered into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) which amended and restated the Original Credit Agreement to allow the Company to fund part of the StarBlue Acquisition.

On March 28, 2022, the Company entered into the Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”) which amended and restated the Amended and Restated Credit Agreement to allow the Company to fund part of the NetFortris Acquisition. The Second Amended and Restated Credit Agreement is comprised of: (i) a $6,000 revolving credit facility, (ii) a $21,750 term credit facility, which was used to partially fund the Voip Innovation Acquisition (iii) a $52,500 term credit facility, which was used to partially fund the StarBlue Acquisition, (iv) a $45,000 term credit facility, which was used to partially fund the NetFortris Acquisition (the “Term 3 Facility”), and (v) a $1,500 swingline credit facility.

On June 28, 2022, the Company entered into the first amendment to the Second Amended and Restated Credit Agreement to reflect certain administrative amendments and to amend the amount of the Term 3 Facility quarterly principal installments.

On October 19, 2022 and January 31, 2023 the Company drew down $3,000 and $2,300 from the revolving credit facility, respectively which were fully repaid on June 28, 2024.

On April 6, 2023 the Company entered into a second amendment to the Second Amended and Restated Credit Agreement to reflect certain administrative amendments and to amend 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. The Company repaid $8,600 on the revolving credit facility in the first two quarters, and $2,900 of the remaining balance of its first loan in the third quarter. As of March 31, 2025, both the first term loan and the the revolving credit facility were fully repaid.

On June 4, 2024, the Company entered into the third amendment to the Second Amended and Restated Credit Agreement to reflect certain administrative amendments.

Under its Second Amended and Restated Credit Agreement with its lenders, the Company must satisfy certain financial covenants, principally in respect of total funded debt to earnings before interest, taxes and amortization, and debt service coverage ratio. As at March 31, 2025, the Company was in compliance with all covenants related to its Credit Agreement.

CONTRACTUAL OBLIGATIONS

The following table shows the movement in contractual liabilities from July 1, 2024 to March 31, 2025:

	$
Opening balance, July 1, 2023	14,551
Revenue deferred during the period	38,500
Deferred revenue recognized as revenue during the period	(40,397)
Ending balance, June 30, 2024	12,654
Revenue deferred during the period	27,909
Deferred revenue recognized as revenue during the period	(30,719)
Ending balance, March 31, 2025	9,844
Contract liabilities - Current	7,130
Contract liabilities - Non-current	2,714
	9,844

Commitments

The table below outlines our contractual commitments as of March 31, 2025:

	within 12 months	13-24 months	25-36 months	>37 months	Total
	$	$	$	$	$
Accounts payable and accrued liabilities	19,007	—	—	—	19,007
Sales tax payable	4,050	—	—	—	4,050
Operating facility and loans	20,600	20,600	11,850	—	53,050
Lease obligations on right of use assets	2,303	1,792	1,348	4,782	10,225
Other non-current liabilities	—	—	—	1,887	1,887
	45,960	22,392	13,198	6,669	88,219

OFF-BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of Sangoma.

RELATED PARTY TRANSACTIONS

Except as disclosed in the notes to the consolidated financial statements, the Company is not party to any material transactions with related parties.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We review these estimates on an ongoing basis based on management’s best

knowledge of current events and actions that we may undertake in the future. Actual results could differ from these estimates. All significant estimates and critical judgments, estimates, and assumptions are described in Note 3 of the Company’s Financial Statements.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The fair values of the cash and cash equivalents, trade and other receivables, contract assets, other current assets, accounts payable and accrued liabilities, approximate their carrying values due to the relatively short-term nature of these financial instruments or as these financial instruments are fair valued at each reporting period. 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 and consideration payable are recorded at fair value. Further details relating to our financial instruments, the risks associated with the financial instruments and how we manage those risks, are described in Note 4 of the Company’s Financial Statements.

Normal Course Issuer Bid

On March 25, 2025, the Company announced its intention to make an Normal Course Issuer Bid (“NCIB”) with respect to 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 terms of the NCIB, during the three and nine month periods ended March 31, 2025, the Company purchased a total of 26,558 common shares (March 31, 2024 – nil) at an average price of $4.43 per share (March 31, 2024 - $nil), for total consideration of $118 (March 31, 2024 - $nil). During the nine month period ended March 31, 2025, a total of 17,529 of those common shares were settled and cancelled, and the Company recorded a total reduction of $78 in share capital for the value of share repurchased.

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. A liability, representing the maximum amount that the Company could be required to pay the designated broker under the ASPP, was recorded for $949 as at March 31, 2025 in accounts payable and accrued liabilities. The amount was charged to contributed surplus.

OUTSTANDING SHARE INFORMATION

We are currently authorized to issue an unlimited number of common shares. As of the date hereof, 33,505,899 common shares, 383,703 stock options and 1,442,343 share units are issued and outstanding.

GUIDANCE

Guidance for Fiscal 2025

Sangoma is reaffirming and narrowing its revenue guidance from $235 - $240 million to $235 - $238 million and reaffirming its Adjusted EBITDA2 of $40 million to $42 million, at approximately 17% of revenue given the results for the first three quarters of Fiscal 2025.

Our guidance is based on the Company’s assessment of many material assumptions, including:

•The Company’s ability to manage current supply chain constraints, including our ability to secure electronic components and parts, manufacturers being able to deliver ongoing quantities of finished products on schedule, no further material increases in cost for electronic components, and no significant delay or material increases in cost for shipping

•The successful execution of the Company’s go-to-market strategy

•The revenue trends the Company experienced in fiscal 2025 to-date, the trends we expect going forward in fiscal 2025, the impact of our transformation of our go-to-market strategy and the impact of growing economic headwinds globally

•The continuing effects of recent macroeconomic pressures such as inflation, interest rates, recessions, invasions or declarations of war, uncertainties in the political landscape, government spending constraints, and the continued threat of tariffs and reciprocal trade measures

•There being continuing growth in the global UCaaS and cloud communications markets more generally

•There being continuing demand and subscriber growth for our Services and continuing demand as anticipated for our Products

•The impact of changes in global exchange rates on the demand for the Company’s Products and Services

•The ability of the Company’s customers to continue their business operations without any material impact on their requirements for the Company’s Products and Services

•The Company’s forecasted revenue from its internal sales teams and via channel partners will meet current expectations, which is based on certain management assumptions, including continuing demand for the Company’s products and services, no material delays in receipt of products from its contract manufacturers, no further material increase to the Company’s manufacturing, labour or shipping costs

•That the Company is able to attract and retain the employees needed to maintain the current momentum

CONTROLS AND PROCEDURES

Management of the Company, under the supervision of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining (i) disclosure controls and procedures, and (ii) adequate internal control over financial reporting (“ICFR”) (as defined under applicable Canadian securities laws and by the United States Securities and Exchange Commission (“SEC”) in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for the company to ensure that (i) material information relating to the Company is made known to management by others,

Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer and oversight of the Board of Directors evaluated the effectiveness of our ICFR as of March 31, 2025 against the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon the evaluation, management has concluded that the Company’s disclosure controls and procedures and ICFR were effective.

GLOSSARY OF TERMS

Analog

Analog telephony is the telephone system that dates back to the original experiments by Alexander Graham Bell. The voice signal is picked up by a microphone and transmitted to the central office. Voice signals from the central office consist of voltages that drive a headset to produce sound. Analog means that the voice pressure signals are represented by voltages levels on the line.

API

Application Program Interface: An API is a purpose-built interface that allows fourth party software to interact with a particular application. A typical API is the user interface for Windows that allows programmers to write programs for Windows that use all its built-in utilities. APIs do not depend on revealing source code, in general. They are usually well documented and include sample programs that make development easy.

Codec

In the telephony context a codec is a mechanism of digitally encoding voice. On the PSTN a voice channel takes up 64kbps in a codec standard called G.711. Cell phones use a codec called GSM that compresses the voice further so that a GSM call consumes about 24kbps. Other compressed codecs are used in VoIP to conserve bandwidth. These include standards such as G.729, G.723. Most audio codecs are lossy, in that some of the voice quality is degraded by the compression. On the other hand, as bandwidth becomes cheaper, VoIP allows one to use other codecs that in fact use more bandwidth than the PSTN, the so-called broadband codecs that have DVD-like voice quality.

Digital telephony

In the modern PSTN only the “last mile” line to the customer is still analog, all other internal parts of the network are digital. Digital in this case means that at the central office the analog signal from the subscriber’s telephone is sampled digitally, converting the line voltages to a series of numbers that can be easily transmitted error free over long distances. See T1, E1 below.

DID

Direct Inward Dialing (“DID”) is a virtual phone number that uses the existing phone lines to route incoming calls. Callers can connect to a phone extension directly without an operator. This offers convenience for both employees and callers alike. DID offers a cost saving on its own and is less expensive when purchased with a SIP trunk.

Gateway

In the telephony context this is typically a separate unit with its own case and power supply that provides VoIP-to-PSTN services for a VoIP network. Almost all gateway devices use SIP interfaces to the VoIP system over Ethernet and have analog or digital telephony interfaces that connect to the PSTN. VoIP gateways are available from many manufacturers including Audiocodes, Cisco, Grandstream, Patton Electronics and many others.

ISDN

Integrated Services Digital Network (“ISDN”) is a set of communications standards for simultaneous digital transmission of voice, video, data, and other network services over the traditional circuits of the public switched telephone network. Of the many variations of ISDN, Sangoma supports BRI (Basic Rate Interface) which is essentially an all-digital replacement for ordinary analog lines and PRI (Primary Rate Interface) which is used over T1 and E1 lines. BRI is very popular outside of North America. PRI is used worldwide.

IoT

Internet of Things (“IoT”) refers to a system of interrelated, internet-connected objects that are able to collect and transfer data over a wireless network without human intervention.

IP

The Internet Protocol (“IP”) is the primary protocol in the internet layer of the Internet protocol suite, and delivers data packets from the source host to the destination host solely based on the IP address.

ISP

Internet Service Provider

ITSP

Internet Telephony Service Provider who offer telecommunications service including voice over internet type connections.

IVR

Interactive Voice Response: IVR systems use the phone to navigate a menu, for example those used by banks to allow access to customer’s account information. IVR systems have typically been driven by dial tones as the buttons on your phone are pressed, but increasingly they are using voice recognition for navigation.

Open Source

Open Source software is distributed free subject to certain conditions. Open Source licenses usually stipulate that source code must always be distributed or made available, and any improvements in the code have to be donated back to the community. It is possible to have dual licensing: Open Source to the community and also a closed, commercial license of the same or similar software.

NetBorder

This is the trade name of a Sangoma SIP to PSTN gateway product. It includes several other functions in addition to the PSTN gateway function. The mass marketed version is known as NetBorder Express or NBE.

PBX

Private branch exchange. A PBX is a premised basis device to deliver calls from the PSTN or VOIP network to phones in a single or multiple locations.

PSTN

Public Switched Telephone Network: This is the standard telephone network that has been in operation for many decades. A telephone or FAX or PBX or other telephony device is generally connected to an analog line at a wall plug, which is connected by “last mile” cabling to the central office. The analog signal from the device is converted to a digital signal at the Telco central office and is multiplexed, 24 simultaneous voice channels per line (in North America) onto a T1 for onward transmission. At the other end of the line the digital channel is reconverted to analog for transmission over the “last mile” to the receiving phone or other device.

SBC

A Session Border Controller (“SBC”) is a device deployed in Voice over Internet Protocol (“VoIP”) networks to exert control over the signaling and usually also the media streams involved in setting up, conducting, and tearing down telephone calls or other interactive media communications. SBCs are deployed as demarcation points between enterprises and service providers and between service provider networks.

SD-WAN

A Software-defined Wide Area Network (“SD-WAN”) uses software to control and manage connectivity across a customers wide area network. While traditional wide area networks rely on physical routers to connect remote users, this centralized software solution can help customers monitor their performance of the network and manage traffic.

Signaling

Call setup and tear down is remarkably complicated, involving such things as responding to the different tones as well as generating them, caller identification, and handling the different features like hook-flash and voicemail properly. There are different signaling mechanisms for different types of circuits. Analog circuits use tones such as out-of-order, busy, ringing as well as the dialing tones. T1 lines often use a data protocol called ISDN PRI, where packets of control data are exchanged on a

separate data channel. ISDN PRI is a simplification of the general signaling protocol used internally by the telecommunications networks known as SS7. In all cases, signaling must be exactly compatible with what the Telco expects, so interoperability and standards are important.

SIP

Session Initiation Protocol: SIP is the emerging standard signaling protocol for VoIP, though it has much broader applications. SIP is responsible for setting up and teardown of two party and multiparty calls, as well as a host of management features. To a great and increasing extent, VoIP calls are SIP based. The term SIP Trunk is used to describe the provision of a SIP line to an end customer.

T1, E1

A T1 line is a circuit that simultaneously carries 24 digital telephone calls. At higher densities, 28 T1s are aggregated into a T3 line carrying 672 calls. Larger offices can also connect to the central office via T1 directly, so as to have only one circuit for up to 24 calls. T1 is standard in North America and Japan while E1 is the standard in the rest of the world. E1 carries 30 channels of digitized voice per line.

TDM

Time Division Multiplexing (“TDM”) is used in circuit switched networks to increase the number of calls carried simultaneously on any one circuit and formed the basis for the digital telephony networks.

TSD

A Technology Services Distributor (TSD) is a company that connects technology vendors and selling partners, and provides technology service solutions to IT sales agents. TSDs are also known as "master agents" or "telecom agents or brokers". TSDs play a key role in the technology advisory channel, and offer many benefits, including: quick access to solutions, generating sales volume, collecting commissions, industry experience and business solutions, enablement training, and marketing activities.

Unified Communications

Unified communications is a concept in which voice, email, messaging, video, and any other type of communication are all considered forms of data that can be combined, manipulated, and used in intelligent applications seamlessly.

VoIP

Voice over IP is the transfer of voice traffic over the Internet Protocol. IP is used universally for all networking, including local area networks and private networks, not just the Internet. VoIP is not necessarily voice over the Internet, but voice over general data networks.

24

Document

NEWS RELEASE

SANGOMA ANNOUNCES THIRD QUARTER FISCAL 2025 RESULTS

Net Cash provided by operating activities exceeded 100% of Adjusted EBITDA2 for Fifth Consecutive Quarter; Free Cash Flow2 of $0.25 per Share and Solid Adjusted EBITDA2 Margin of ~17%

MARKHAM, ONTARIO, May 8, 2025 – Sangoma Technologies Corporation (TSX: STC; Nasdaq: SANG) (“Sangoma” or the “Company”), a trusted industry leader uniquely offering businesses a choice of on-premises, cloud-based, or hybrid Communications as a Service solutions, today announced its third quarter financial results and unaudited condensed consolidated interim financial statements for the three and nine month periods ended March 31, 2025.

"This quarter reflects our continued focus and disciplined execution of strategic priorities, highlighted by the completion of a significant transformation phase. With this foundation now firmly in place, Sangoma is equipped with the financial strength, operational structure, and capabilities to fully embrace its next chapter — a multi-pronged growth journey,” said Charles Salameh, Chief Executive Officer. “We delivered robust free cash flow and exceeded our capital allocation target ahead of schedule, while core platform and on-premises revenues increased for a second consecutive quarter. These results reflect the durability of our business model, the traction of our go-to-market strategy, and our ability to gain market share as peers pull back. With this solid foundation in place, Sangoma is well-positioned to accelerate growth and expand profitability."

Third Quarter of Fiscal 2025 Highlights:

•Total Revenue of $58.1 million declined $1.0 million or 2% from the second quarter of fiscal 2025, primarily due to a decrease in our non-core products, while in total, core platform products and services revenue increased sequentially for the second consecutive quarter.

•Revenue from core on-premises solutions and phone product lines increased quarter-over-quarter, reflecting the effectiveness of targeted go-to-market campaigns and strategic share gains following competitor exits from the on-premises market.

•Gross profit of $40.0 million, or 69% of total revenue.

•Operating expenses1 were $40.6 million, down approximately 5% over the same quarter of prior year.

•Adjusted EBITDA2 of $9.8 million representing 17% of total revenue.

•Strategic enterprise resource planning ("ERP") spend of $0.4 million in the quarter, bringing Adjusted EBITDA2 for the third quarter to $10.2 million without this investment.

•Quarterly churn remains industry-leading at less than 1%.

•Net loss slightly increased to $1.4 million ($0.04 loss per share fully diluted) compared to $1.3 million ($0.04 loss per share fully diluted) in the third quarter of Fiscal 2024.

•Net cash provided by operating activities of $10.6 million in the third quarter and $34.7 million for the first three quarters of fiscal 2025, an improvement of 7% over the same three quarters in the prior year.

•Net cash provided by operating activities as a percentage of Adjusted EBITDA2 for the third quarter reached 109%, exceeding 100% for the fifth straight quarter.

•Free Cash Flow2 in the third quarter of $8.4 million ($0.25 per share fully diluted) and $28.2 million ($0.84 per share fully diluted) for the first three quarters of fiscal 2025.

•Full repayment of the Company’s Term Loan 1, reducing total debt to approximately $53 million at the quarter's end, surpassing the Company's previously announced Fiscal 2025 capital allocation target of reducing debt to $55 - $60 million well ahead of schedule.

•Cash at the end of the third quarter of fiscal 2025 was $17.3 million, reflecting a strong quarterly progression of operating cash flow, primarily due to increased efficiency initiatives and effective net working capital management.

•More than 155,000 shares have been repurchased for cancellation under the Company's Normal Course Issuer Bid launched on March 27, 2025.

Guidance for Fiscal 20253

Sangoma is reaffirming and narrowing its revenue guidance from $235 - $240 million to $235 - $238 million and reaffirming its Adjusted EBITDA2 guidance of $40 million - $42 million, at approximately 17% of revenue given the results for the first three quarters of Fiscal 2025.

Conference call

Sangoma will host a conference call on Thursday, May 8, 2025, at 5:30 pm ET to discuss these results. The dial-in number for the call is 1-833-752-3740 (International +1-647-846-8617). Participants are requested to dial in 5 minutes before the scheduled start time and ask to join the Sangoma Technologies call.

1 Operating Expenses consist of sales and marketing, research and development, general and administration and amortization of intangible assets.

2 Adjusted EBITDA and Free Cash Flow are non-IFRS financial measures used by the Company to monitor its performance. Please see the section entitled “Non-IFRS Measures and Reconciliation of Non-IFRS Measures” in this press release for how we define “Adjusted EBITDA” and "Free Cash Flow".

3 The information in this section is forward-looking. Please see the section entitled “Cautionary Statement Regarding Forward-Looking Information” in this press release.

About Sangoma Technologies Corporation

Sangoma (TSX: STC; Nasdaq: SANG) is a leading business communications platform provider with solutions that include its award-winning UCaaS, CCaaS, CPaaS, and Trunking technologies. The enterprise-grade communications suite is developed in-house; available for cloud, hybrid, or on-premises setups. Additionally, Sangoma provides managed services for connectivity, network, and security. A trusted communications partner with over 40 years on the market, Sangoma has over 2.7 million UC seats across a diversified base of over 100,000 customers. Sangoma has been recognized for nine years running in the Gartner UCaaS Magic Quadrant. As the primary developer and sponsor of the open source Asterisk and FreePBX projects, Sangoma is determined to drive innovation in communication technology continuously. For more information, visit www.sangoma.com.

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements, including statements regarding the future success of our business, development strategies and future opportunities.

Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking statements include, but are not limited to, statements relating to management's guidance on revenue and Adjusted EBITDA, statements relating to expected future production and cash flows, and other statements which are not historical facts. When used in this document, the words such as "could", "plan", "estimate", "expect", "will", "intend", "may", "potential", "should" and similar expressions indicate forward-looking statements.

Although Sangoma believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date that the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other events contemplated by the forward-looking statements will not occur. Although Sangoma believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct as these expectations are inherently subject to business, economic and competitive uncertainties and contingencies. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking statements contained herein include, but are not limited to, risks and uncertainties associated with changes in exchange rate between the Canadian dollar and other currencies (in particular the United

States’ (“US”) dollar), changes in technology, changes in the business climate, changes to macroeconomic conditions, including (i) inflationary pressures and potential recessionary conditions, as well as actions taken by central banks and regulators across the world in an attempt to reduce, curtail and address such pressures and conditions, including any increases in interest rates, and (ii) the effects of adverse developments at financial institutions, including bank failures, that impact general sentiment regarding the stability and liquidity of banks, and the resulting impact on the stability of the global financial markets at large, risks related to any pandemic or epidemic, our ability to identify and effectively remediate material weaknesses and significant deficiencies in our internal controls, our current level of indebtedness and the ability to incur additional indebtedness in the near- and long-term; changes in the regulatory environment, the imposition of tariffs, the decline in the importance of the PSTN (as defined in our MD&A), impairment of goodwill and new competitive pressures, political disturbances, geopolitical instability and tensions, or terrorist attacks, and associated changes in global trade policies and economic sanctions, including, but not limited to, in connection with (x) the ongoing conflict in Ukraine (the “Russo-Ukraine War”) and (y) any impact, effect, damage, destruction and/or bodily harm directly or indirectly relating to the ongoing hostilities in the Middle East, and technological changes impacting the development of our products and implementation of our business needs, including with respect to automation and the use of artificial intelligence (“AI”) and the other risk factors described in our most recently filed Annual Information Form for the fiscal year ended June 30, 2024.

Our guidance is based on the Company’s assessment of many material assumptions, including:

•The Company’s ability to manage current supply chain constraints, including our ability to secure electronic components and parts, manufacturers being able to deliver ongoing quantities of finished products on schedule, no further material increases in cost for electronic components, and no significant delay or material increases in cost for shipping

•The successful execution of the Company’s go-to-market strategy

•The revenue trends the Company experienced in fiscal 2025 to-date, the trends we expect going forward in fiscal 2025, the impact of our transformation of our go-to-market strategy and the impact of growing economic headwinds globally

•The continuing effects of recent macroeconomic pressures such as inflation, interest rates, recessions, invasions or declarations of war, uncertainties in the political landscape, government spending constraints, and the continued threat of tariffs and reciprocal trade measures

•There being continuing growth in the global UCaaS and cloud communications markets more generally

•There being continuing demand and subscriber growth for our Services and continuing demand as anticipated for our Products

•The impact of changes in global exchange rates on the demand for the Company’s Products and Services

•The ability of the Company’s customers to continue their business operations without any material impact on their requirements for the Company’s Products and Services

•The Company’s forecasted revenue from its internal sales teams and via channel partners will meet current expectations, which is based on certain management assumptions, including continuing demand for the Company’s products and services, no material delays in receipt of products from its contract manufacturers, no further material increase to the Company’s manufacturing, labor or shipping costs

•That the Company is able to attract and retain the employees needed to maintain the current momentum

Non-IFRS Measures and Reconciliation of Non-IFRS Measures

This press release contains references to non-IFRS measures. These measures are used by management to evaluate the performance of the Company and do not have any meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other reporting issuers. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. These non-IFRS measures are used to provide investors with alternative measures of our operating performance and liquidity and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures to compare issuers. Management also uses non-IFRS measures to facilitate operating performance comparisons from period to period, the preparation of annual operating budgets and forecasts and to determine components of executive compensation. The non-IFRS measures referred to in this press release include “Adjusted EBITDA” and “Free Cash Flow”.

“Adjusted EBITDA” means earnings before income taxes, interest expense (net), share-based compensation, depreciation (including for right-of-use assets), amortization, restructuring and business integration costs, goodwill impairment and change in fair value of consideration payable.

The IFRS measure most directly comparable to Adjusted EBITDA presented in our financial statements is net loss.

The following table reconciles Adjusted EBITDA to net loss for the periods indicated:

Unaudited in US $000	Three month periods ended<br>March 31,				Nine month periods ended<br>March 31,
	2025	2024	Change	Change	2025	2024	Change	Change
	$	$	$	%	$	$	$	%
Net loss	(1,428)	(1,268)	(160)	13%	(5,219)	(6,951)	1,732	(25)%
Tax expense (recovery)	(281)	(195)	(86)	44%	(898)	(1,186)	288	(24)%
Interest expense (net)	871	1,718	(847)	(49)%	3,354	5,175	(1,821)	(35)%
Share-based compensation	517	764	(247)	(32)%	2,283	2,282	1	—%
Depreciation of property and equipment	982	1,169	(187)	(16)%	3,073	3,292	(219)	(7)%
Depreciation of right-of-use assets	640	716	(76)	(11)%	1,971	2,206	(235)	(11)%
Amortization of intangibles	8,199	8,251	(52)	(1)%	24,596	24,974	(378)	(2)%
Restructuring and business integration costs	272	—	272	100%	514	1,491	(977)	(66)%
Loss on change in fair value of consideration payable	—	—	—	—%	—	202	(202)	(100)%
Adjusted EBITDA	9,772	11,155	(1,383)	(12)%	29,674	31,485	(1,811)	(6)%
Percentage of revenue	16.8%	18.3%	(1.4)%	(8)%	16.7%	16.9%	—%	—%

"Free Cash Flow" means cash provided by operating activities less cash used for purchases of property and equipment and capitalized development costs.

The IFRS measure most directly comparable to Free Cash Flow presented in our financial statements is net cash provided by operating activities.

The following table reconciles Free Cash Flow to net cash provided by operating activities for the periods indicated:

Unaudited in US $000	Three month periods ended<br>March 31,				Nine month periods ended<br>March 31,
	2025	2024	Change	Change	2025	2024	Change	Change
	$	$	$	%	$	$	$	%
Net cash provided by operating activities	10,620	15,506	(4,886)	(32)%	34,660	32,543	2,117	7%
Purchase of property and equipment	(622)	(1,061)	439	(41)%	(1,569)	(2,695)	1,126	(42)%
Development costs	(1,643)	(1,422)	(221)	16%	(4,938)	(4,819)	(119)	2%
Free Cash Flow	8,355	13,023	(4,668)	(36)%	28,153	25,029	3,124	12%

Sangoma Technologies Corporation

Larry Stock

Chief Financial Officer

investorrelations@sangoma.com

Document

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Charles Salameh, Chief Executive Officer of Sangoma Technologies Corporation, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Sangoma Technologies Corporation (the “issuer”) for the interim period ended March 31, 2025.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

1.designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

a. material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

b. information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

2.    designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 8, 2025

/s/ Charles Salameh

Chief Executive Officer

Document

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Larry Stock, Chief Financial Officer of Sangoma Technologies Corporation, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Sangoma Technologies Corporation (the “issuer”) for the interim period ended March 31, 2025.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

1.designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

a. material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

b. information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

2.    designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 8, 2025

/s/ Larry Stock
Chief Financial Officer