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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
Condensed consolidated interim statements of loss and comprehensive loss
Condensed consolidated interim statements of changes in shareholders’ equity
Condensed consolidated interim statements of cash flows
Notes to the condensed consolidated interim financial statements









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,
Note20252024
$ $
Assets  
Current assets  
Cash and cash equivalents417,291 16,231 
Trade and other receivables 49,943 18,596 
Inventories 69,716 14,768 
Sales tax receivable263 485 
Income tax receivable277 956 
Contract assets1,239 1,479 
Derivative assets15312 727 
Assets held for sale205,324 — 
Other current assets3,992 3,867 
48,357 57,109 
Non-current assets  
Property and equipment 76,638 8,394 
Right-of-use assets 88,182 10,164 
Intangible assets999,296 124,128 
Development costs 107,715 7,810 
Deferred income tax assets 2,032 2,334 
Goodwill 12186,841 187,502 
Contract assets1,919 2,418 
Derivative assets1586 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 
Provisions13290 405 
Sales tax payable4,050 5,955 
Income tax payable138 115 
Operating facility and loans1520,600 19,875 
Contract liabilities167,130 9,582 
Liabilities directly associated with assets held for sale202,496 — 
Lease obligations on right-of-use assets82,013 2,722 
55,724 60,104 
Long term liabilities  
Operating facility and loans1532,450 57,950 
Contract liabilities162,714 3,072 
Non-current lease obligations on right-of-use assets87,237 8,562 
Deferred income tax liabilities 6,166 9,895 
Other non-current liabilities1,887 1,332 
106,178 140,915 
Shareholders’ equity  
Share capital382,596 380,986 
Contributed surplus19,699 20,053 
Accumulated other comprehensive income116 626 
Accumulated deficit(147,154)(141,935)
255,257 259,730 
361,435 400,645 
Approved by the Board
(Signed)Al GuarinoDirector
(Signed)Allan BrettDirector

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
3
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,
Note2025202420252024
$$$$
Revenue1958,067 61,046 177,330 186,350 
Cost of sales18,028 18,046 55,622 55,336 
Gross profit40,039 43,000 121,708 131,014 
Expenses  
Sales and marketing12,949 13,653 38,104 44,822 
Research and development1010,466 10,189 32,131 29,509 
General and administration8,991 10,652 29,126 32,978 
Amortization of intangible assets98,199 8,251 24,596 24,974 
  Interest expense (net)
4,15
871 1,718 3,354 5,175 
  Restructuring and business integration costs272 — 514 1,491 
Loss on change in fair value of consideration payable14— — — 202 
Loss before income tax(1,709)(1,463)(6,117)(8,137)
Provision for income taxes  
Current 111,092 1,135 2,466 1,799 
Deferred11(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)
$(0.04)$(0.04)$(0.16)$(0.21)
  
Weighted average number of shares outstanding   
Basic and diluted
17(iii)
33,437,45233,156,52533,521,93233,249,351

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
4
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)
    
NoteNumber of common sharesShare capitalContributed surplusAccumulated other comprehensive earningsRetained earnings (accumulated deficit)Total shareholders' equity
#$ $ $ $ $
Balance, July 1, 202333,038,367 379,924 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
33,332,867380,944 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 expense17(ii)— — 2,283 — — 2,283 
Balance, March 31, 2025
33,627,563382,596 19,699 116 (147,154)255,257 
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
5
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,
Note20252024
Operating activities$$
Net loss(5,219)(6,951)
Adjustments for:
Depreciation of property and equipment73,073 3,292 
Depreciation of right-of-use assets 81,971 2,206 
Amortization of intangible assets 924,596 24,974 
Amortization of development costs104,516 3,200 
Income tax recovery11(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 equipment7186 296 
Loss on change in fair value of consideration payable14— 202 
Changes in working capital
Trade and other receivables6,845 2,188 
Inventories2,679 1,795 
Sales tax receivable 222 (68)
Contract assets739 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 liabilities875 723 
Contract liabilities(2,810)(1,750)
Net cash provided by operating activities34,660 32,543 
Investing activities
Purchase of property and equipment7(1,569)(2,695)
Development costs10(4,938)(4,819)
Net cash flows used in investing activities(6,507)(7,514)
Financing activities
Repayments of operating facility and loan15(24,775)(13,275)
Repayment of lease obligations on right-of-use assets8(2,240)(2,425)
Payment of consideration payable14— (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 equivalents1,060 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.
6
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.





7
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,
20252024
$ $
Cash at bank and on hand16,668 16,231 
Restricted cash623 — 
Cash and cash equivalents17,291 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.
8
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 endedNine month periods ended
March 31,March 31,
Note2025202420252024
$$ $$
Interest income (72)(5)(93)(19)
Interest expense15870 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,
20252024
$ $
Trade receivables9,943 16,025 
Receivable related to working capital adjustment— 2,571 
Trade and other receivables9,943 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:
9
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,
20252024
$ $
Trade receivables aging:  
0-30 days8,127 12,229 
31-90 days1,721 2,995 
Greater than 90 days990 2,170 
10,838 17,394 
Expected credit loss provision(895)(1,369)
Net trade receivables9,943 16,025 

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

March 31,June 30,
20252024
$ $
Expected credit loss provision:  
Expected credit loss provision, beginning balance(1,369)(1,566)
Net change in expected credit loss provision during the period
474197
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:
10
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 months13-24 months25-36 months>36 monthsTotal
$ $ $ $ $
Accounts payable and accrued liabilities19,007 — — — 19,007 
Sales tax payable4,050 — — — 4,050 
Operating facility and loans20,600 20,600 11,850 — 53,050 
Lease obligations on right of use assets2,303 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.











11
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,
20252024
$ $
Finished goods5,755 10,740 
Components and parts5,584 5,537 
11,339 16,277 
Provision for obsolescence(1,623)(1,509)
Net inventory carrying value9,716 14,768 

As at March 31, 2025, the Company reclassified $2,373 from inventories to assets held for sale (note 20) associated with inventory of VoIP Supply LLC
12
Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three and nine month periods ended March 31, 2025 and 2024
(Unaudited in thousands of US dollars, except per share data)
7.    Property and equipment
Office furnitureStockroom
and computerSoftware and productionTradeshowLeasehold
NoteequipmentequipmentequipmentimprovementsTotal
Cost$ $ $ $ $ $
Balance at July 1, 2023
5,366 458 12,867 47 450 19,188 
Additions660 42 3,368 — 60 4,130 
Disposals(52)— (579)— — (631)
Balance at June 30, 2024
5,974 500 15,656 47 510 22,687 
Additions329 — 1,240 — — 1,569 
Disposals(3)— (572)— — (575)
Reclassification to assets held for sale20(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 expense815 22 3,539 — 119 4,495 
Disposals— — (238)— — (238)
Balance at June 30, 2024
4,179 456 9,207 47 404 14,293 
Depreciation expense548 15 2,480 — 30 3,073 
Disposals— — (389)— — (389)
Reclassification to assets held for sale20(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.
13
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:
NoteRight-of-use assets
$
Present value of leases 
Balance as at July 1, 2023
22,182 
Additions814 
Terminations(3,239)
Balance at June 30, 2024
19,757 
Additions93 
Terminations(601)
Reclassification to assets held for sale20(1,149)
Balance at March 31, 2025
18,100 
Accumulated depreciation and repayments 
Balance as at July 1, 2023
9,030 
Depreciation expense2,870 
Terminations(2,307)
Balance at June 30, 2024
9,593 
Depreciation expense1,971 
Terminations(543)
Reclassification to assets held for sale20(1,103)
Balance at March 31, 2025
9,918 
Net book value as at: 
June 30, 202410,164 
March 31, 20258,182 

14
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)
NoteLease obligations
$
Present value of leases 
Balance as at July 1, 2023
14,331 
Additions814 
Repayments(3,163)
Accretion expense394 
Terminations(1,086)
Effects of movements on exchange rates(6)
Balance at June 30, 2024
11,284 
Additions93 
Repayments(2,240)
Accretion expense234 
Terminations(68)
Effects of movements on exchange rates(4)
Reclassification to liabilities directly associated with assets held for sale20(49)
Balance at March 31, 2025
9,250 
Lease Obligations - Current2,013 
Lease Obligations - Non-current7,237 
9,250 
15
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
PurchasedCustomerpurchased
NotetechnologyrelationshipsBrandintangiblesTotal
$ $ $ $ $
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 sale20— (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 expense17,683 14,948 624 54 33,309 
Balance at June 30, 2024
59,259 55,769 4,210 2,748 121,986 
Amortization expense13,039 11,095 462 — 24,596 
Reclassification to assets held for sale20— (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).
16
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 
Additions6,782 
Cost fully amortized(309)
Investment tax credits(822)
Balance at June 30, 2024
17,702 
Additions4,938 
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 amortized70 
Balance at June 30, 2024
(9,892)
Amortization(4,516)
Balance at March 31, 2025
(14,408)


March 31,June 30,
20252024
$ $
Net capitalized development costs7,7157,810

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).

17
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 endedNine month periods ended
March 31,March 31,
2025202420252024
Statutory income tax rate25.76%25.62%25.76%25.62%
$$$ $
Loss before income tax(1,709)(1,463)(6,117)(8,137)
Expected income tax recovery(441)(376)(1,576)(2,085)
Difference in foreign tax rates2 6 6 19 
Share based compensation 133 196 588 585 
Other non deductible expenses(34)(34)(91)(96)
Changes in estimates1 4 2 5 
Scientific Research and Experimental Development (SR&ED)21 (20)64 24 
Gain on consideration payable— — — 51 
Changes in tax benefits not recognized37 29 109 311 
Income tax recovery(281)(195)(898)(1,186)
The Company’s income tax expense is allocated as follows:$$$ $
Current tax expense1,092 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 sale20(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.


18
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 recognized168 
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.

19
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.
20
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 - Current7,130
Contract liabilities - Non-current2,714
9,844
21
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 endedNine month periods ended
March 31,March 31,
2025202420252024
### #
Shares issued and outstanding:  
Outstanding, beginning of the period
33,592,53433,325,57533,340,15933,038,367
Shares purchased and cancelled(17,529)—(17,529)—
Shares issued upon exercise of RSUs52,5587,292304,933294,500
Outstanding, end of the period
33,627,56333,332,86733,627,56333,332,867

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.
22
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:
NumberWeighted
of optionsaverage price
# $
Balance, July 1, 2023
723,05113.58
Forfeited(239,764)(10.30)
Balance, March 31, 2024
483,28715.21
Balance, July 1, 2024
462,34615.21
Expired(42,800)(11.82)
Forfeited(31,467)(15.81)
Balance, March 31, 2025
388,07915.54


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

23
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,
20252024
Number ofWeightedNumber ofWeighted
Number ofstock optionsaverageNumber ofstock optionsaverage
stock optionsoutstanding andremainingstock optionsoutstandingremaining
Exercise priceoutstandingexercisablecontractual lifeoutstandingand exercisablecontractual life
$7.01 - $9.00
88,500 61,800 2.25122,189 53,652 3.25
$9.01 - $12.00
62,023 59,213 0.1881,463 62,214 1.18
$12.01 - $15.00
42,000 31,516 2.0045,000 22,510 3.00
$15.01 - $18.00
106,715 100,394 1.25124,369 85,706 2.25
$18.01 - $20.00
22,856 20,036 1.2522,856 14,308 2.25
$20.01 - $27.00
65,985 65,985 0.8687,410 65,723 1.86
388,079 338,944 1.32483,287 304,113 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.

DSUPSURSUTotal
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
20252024
Fair value per share
$6.68
 $3.44 - $4.69
Expected volatility64.00%64.00%
Time to expiry
2.76 years
2.36 years -2.83 years
Risk-free interest rate3.42%4.40%
24
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 endedNine month periods ended
March 31,March 31,
2025202420252024
Number of shares:  
Weighted average number of shares outstanding33,437,45233,156,52533,521,93233,249,351
Weighted average number of shares used in diluted earnings per share33,437,45233,156,52533,521,93233,249,351
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,
20252024
DSU236,442 172,086 
PSU688,300 492,300 
RSU522,601 606,949 
Stock options388,079 483,287 
1,835,4221,754,622


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.



25
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 endedNine month periods ended
March 31,March 31,
2025202420252024
$ $ $ $
Products9,524 10,692 30,287 34,137 
Services48,543 50,354 147,043 152,213 
Total revenues58,067 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 endedNine month periods ended
March 31,March 31,
2025202420252024
$$$ $
USA55,165 57,093 167,588 173,796 
Others2,902 3,953 9,742 12,554 
Total revenues58,067 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,
20252024
$ $
USA308,199 338,079 
Others4,879 5,457 
Total non-current assets313,078 343,536 

Non-current assets included in Others primarily consists of assets held in Canada.





26
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 receivables1,808 
Inventories2,373 
Other current assets134 
Property and equipment66 
Right-of-use assets46 
Intangible assets236 
Goodwill661 
Assets held for sale5,324 
Liabilities
Current liabilities
Accounts payable and accrued liabilities2,119 
Sales tax payable8 
Lease obligations on right-of-use assets49 
Other non-current liabilities320 
Liabilities directly associated with assets held for sale2,496 


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